8-K: Osprey Bitcoin Trust Converts to ETP, Lists on Nasdaq

Osprey Bitcoin Trust is converting to an exchange-traded product with a 0.49% management fee and will list its shares on Nasdaq.

Summary

• Osprey Bitcoin Trust (the Trust) and its Sponsor, Osprey Funds, LLC, entered into a Third Amended and Restated Declaration of Trust and Trust Agreement on December 18, 2025.
• This agreement facilitates the conversion of the Trust into an exchange-traded product (ETP).
• The Trust's shares (Shares) are intended to be listed on Nasdaq Stock Market LLC.
• The Trust's ordinary recurring expense will be a 0.49% annualized management fee, accrued daily and paid monthly in arrears to the Sponsor.
• As partial consideration for the management fee, the Sponsor will bear routine operational, administrative, and other ordinary fees and expenses of the Trust, including fees for the Trustee, Trust Administrator, Fund Accountant, Transfer Agent, Custodians, Listing Exchange, SEC registration, printing and mailing, tax reporting, audit, license, and ordinary legal fees.
• Shares will be issued and redeemed only in blocks of 10,000 (each, a Basket) or integral multiples thereof.
• Issuance and redemption will be based on the quantity of Bitcoin attributable to each Share, in exchange for the delivery of Bitcoin or cash, with authorized participants.

Sentiment

Score: 8

Explanation: The conversion to an ETP and listing on Nasdaq, coupled with a competitive fee structure where the sponsor bears most costs, is a strong positive development for the Trust's accessibility and market position.

Positives

• The conversion to an exchange-traded product (ETP) is expected to enhance accessibility and liquidity for investors seeking exposure to Bitcoin.
• Listing on Nasdaq Stock Market LLC provides a regulated and widely recognized trading venue for the Trust's shares.
• The 0.49% annualized management fee is competitive within the evolving Bitcoin ETP market, offering a potentially lower-cost option compared to some older trust structures.
• The Sponsor bearing a comprehensive list of routine operational, administrative, and other ordinary fees simplifies the cost structure for the Trust and provides clarity to investors regarding expenses.

Negatives

• No explicit negatives are stated in the filing regarding the conversion or the new agreement terms.

Risks

• No specific risks related to the ETP conversion or the underlying asset (Bitcoin) are detailed within this specific filing, which primarily focuses on the amendment of the trust agreement.

Future Outlook

The Trust is positioned to convert into an exchange-traded product and list its shares on Nasdaq Stock Market LLC, aiming to provide investors with a more accessible and liquid vehicle for Bitcoin exposure.

Management Comments

• Gregory D. King, Chief Executive Officer of Osprey Funds, LLC, signed the report on behalf of the Sponsor of Osprey Bitcoin Trust.

Industry Context

This announcement aligns with the broader trend in the digital asset industry towards increased institutionalization and the introduction of regulated investment products like spot Bitcoin ETFs/ETPs. The conversion of existing trusts into ETPs is a strategic move to enhance market access and liquidity, following the success and demand seen for similar products.

Comparison to Industry Standards

• The 0.49% management fee is significantly lower than the 1.5% fee of the Grayscale Bitcoin Trust (GBTC), making Osprey more competitive in the market.
• However, the 0.49% fee is higher than some of the lowest-cost spot Bitcoin ETFs launched in early 2024, such as Franklin Bitcoin ETF (EZBC) at 0.19%, Bitwise Bitcoin ETF (BITB) at 0.20%, and Ark 21Shares Bitcoin ETF (ARKB) at 0.21%.
• It is comparable to or slightly higher than other major spot Bitcoin ETFs like BlackRock's IBIT (0.25% standard, with waivers) and Fidelity's FBTC (0.25% standard, with waivers).
• The structure where the Sponsor bears most operational costs is a common and competitive practice among newly launched Bitcoin ETPs, providing a clear and comprehensive expense structure for investors.

Corporate Governance

Related Party Transactions

• Osprey Funds, LLC, as the Sponsor, will receive a 0.49% annualized management fee from the Trust, and in return, will bear various routine operational and administrative expenses of the Trust.

Stakeholder Impact

• Shareholders: Will benefit from increased liquidity, transparency, and accessibility through the ETP conversion and Nasdaq listing. The competitive fee structure and clear expense responsibilities are also beneficial.
• Investment Professionals: The conversion provides a new, regulated vehicle for Bitcoin exposure, potentially attracting broader institutional interest.
• Regulatory Authorities: The listing on Nasdaq and the detailed trust agreement reflect adherence to regulatory frameworks for exchange-traded products.

Next Steps

• The listing of the Trust's shares on Nasdaq Stock Market LLC.

Key Dates

Recommendation

The conversion of Osprey Bitcoin Trust into an exchange-traded product and its planned listing on Nasdaq represents a significant positive development. This move enhances liquidity, accessibility, and regulatory oversight, making it a more attractive investment vehicle for a broader range of investors seeking Bitcoin exposure. While the 0.49% management fee is not the absolute lowest in the market, it is competitive, especially considering the sponsor bears a comprehensive list of operational expenses. For investors looking to gain exposure to Bitcoin through a regulated and liquid ETP, this development makes Osprey Bitcoin Trust a compelling 'buy' option.

Keywords

Bitcoin ETP, Osprey Bitcoin Trust, Nasdaq listing, cryptocurrency investment, digital assets, management fee, trust agreement, exchange-traded product