10-K: VanEck Bitcoin ETF Reports 2025 Performance Amid Bitcoin Price Decline

VanEck Bitcoin ETF saw its Net Asset Value increase by 7.95% in 2025, despite a 6.34% decline in Bitcoin's price, driven by significant share creations.

Summary

• Net Asset Value (NAV) increased by 7.95% to $1,382,273,990 at December 31, 2025, from $1,280,450,332 at December 31, 2024.
• Outstanding Shares increased to 55,900,000 at December 31, 2025, from 48,500,000 at December 31, 2024, primarily due to a net increase of 7,400,000 shares.
• Bitcoin's price decreased by 6.34% from $93,349 at December 31, 2024, to $87,432 at December 31, 2025.
• The Trust experienced a net decrease in net assets from operations of $194,003,212 for the year ended December 31, 2025, largely due to $278,761,960 in net unrealized depreciation on bitcoin investment.
• A net realized gain of $84,758,748 was recorded from bitcoin sold for share redemptions in 2025.
• The Sponsor Fee of 0.20% of average daily net assets was entirely waived for the period from November 25, 2025, through July 31, 2026, for the first $2.5 billion of the Trust's assets.
• A 4-for-1 share split occurred on February 14, 2025, with all share amounts adjusted to reflect this.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with cautious optimism. While the Trust's assets grew due to new share creations, the underlying Bitcoin price decline and significant unrealized depreciation in 2025, coupled with ongoing regulatory and market volatility risks, temper enthusiasm. Positive regulatory clarifications for spot ETPs and the Sponsor's fee waiver are favorable, but the overall market environment and custodian-specific legal issues present headwinds.

Positives

• Net Asset Value increased by 7.95% to $1,382,273,990 in 2025, indicating growth in assets under management driven by new share creations.
• The Sponsor waived the entire Sponsor Fee for the first $2.5 billion of the Trust's assets from November 25, 2025, through July 31, 2026, reducing expenses for shareholders.
• The Trust maintained effective internal control over financial reporting as of December 31, 2025.
• The SEC enforcement action against Coinbase, an affiliate of the Additional Bitcoin Custodian, was dismissed on February 27, 2025, removing a significant regulatory overhang for a key service provider.
• The SEC and FINRA clarified on May 15, 2025, that broker-dealers are permitted to facilitate in-kind creations and redemptions for spot crypto exchange-traded products, which could enhance arbitrage efficiency.

Negatives

• Bitcoin's price decreased by 6.34% from $93,349 at December 31, 2024, to $87,432 at December 31, 2025.
• The Trust experienced a net decrease in net assets from operations of $194,003,212 for the year ended December 31, 2025, primarily due to a significant net unrealized depreciation of $278,761,960 on its bitcoin investment.
• The NAV per Share decreased by 6.33% from $26.40 at December 31, 2024, to $24.73 at December 31, 2025.
• Bitcoin's price further decreased to $65,595.48 as of February 27, 2026, indicating continued downward pressure post-fiscal year end.
• The Bitcoin Custodian, Gemini Trust Company, LLC, was subject to significant regulatory actions and settlements (NYAG Lawsuit, NYAG Settlement, NYDFS Settlement) related to its Gemini Earn program, raising concerns about its financial condition and ability to provide services.

Risks

• Extreme volatility in bitcoin trading prices, with potential for further declines, could materially adversely affect the value of the Shares, potentially leading to a total loss.
• Digital assets are bearer instruments; loss, theft, destruction, or compromise of private keys could result in permanent loss of assets, and bitcoin transactions are irrevocable.
• The MarketVectorTM Bitcoin Benchmark Rate has a limited history and could fail to track the global bitcoin price, adversely affecting Share value.
• Security threats to the Trust's accounts with Bitcoin Custodians (Gemini, Coinbase) could halt operations, lead to asset loss, or damage reputation.
• Unregulated nature and lack of transparency of bitcoin trading platforms may lead to fraud, manipulation, security failures, or operational problems.
• Regulatory uncertainty in U.S. digital asset markets, with potential for adverse legislative or regulatory developments (e.g., bans, restrictions, onerous conditions) on bitcoin use, mining, wallets, or custody services.
• Shareholders lack protections associated with ownership in an investment company registered under the 1940 Act or protections afforded by the CEA.
• Potential conflicts of interest may arise among the Sponsor or its affiliates and the Trust, as the Sponsor has no fiduciary duties beyond the Trust Agreement and may favor its own interests.
• Disruptions or problems in the supply chain for bitcoin mining hardware could harm the Bitcoin network, making transactions more difficult to confirm, increasing costs, or affecting security.
• The Bitcoin network's decentralized governance structure may negatively affect its ability to grow and respond to challenges, potentially leading to forks or abandonment by users/miners.
• Temporary or permanent forks of the Bitcoin blockchain could adversely affect the Trust, and Shareholders will not receive benefits from forks or airdrops as the Trust irrevocably abandons such rights.
• The Bitcoin Blockchain could be vulnerable to a 51% attack, allowing a malicious actor to alter the blockchain, double-spend bitcoin, or hinder transactions.
• Blockchain technologies are based on theoretical conjectures that could be undermined by technological advances like quantum computing, potentially compromising cryptographic security.
• Limited retail and commercial use of bitcoin compared to speculative use contributes to price volatility.
• Sales of newly mined bitcoin, especially by professional mining operations with low profit margins, could cause prices to decline.
• Increased transaction fees or collusion among miners could adversely affect Bitcoin network usage and price.
• Congestion or delays in the Bitcoin network may delay Trust purchases or sales of bitcoin.
• Significant electricity consumption by digital asset mining operations may lead to negative environmental impact and regulatory restrictions.
• Competition from central bank digital currencies (CBDCs) and emerging payments initiatives could reduce demand for bitcoin.
• Prices of bitcoin may be affected by stablecoins (e.g., Tether, USDC), their activities, and regulatory treatment, including potential for artificial demand or de-pegging events.
• Digital asset treasury companies may increase procyclical market dynamics or compete with the Trust.
• New competing digital assets may challenge Bitcoin's market position.
• Failure of other digital asset funds to receive SEC approval for exchange listings could reduce demand for digital assets.
• The MarketVectorTM Bitcoin Benchmark Rate has a limited history, may fail to track global bitcoin price, and could be affected by manipulative practices.
• The MarketVectorTM Bitcoin Benchmark Rate price used for NAV may not be consistent with GAAP, leading to differences in reported NAV.
• The Sponsor can change the pricing or valuation methodology, which could adversely affect Share value.
• Intellectual property rights claims could prevent the Trust from operating or force liquidation.
• Factors unrelated to bitcoin value (e.g., operational problems, service provider defaults) could influence Share value.
• The Trust is subject to market risk, including total loss of principal, and NAV may not always correspond to market price.
• Authorized Participant and Liquidity Provider activity (creation/redemption) may affect bitcoin prices and Share value.
• Inability of Liquidity Providers to hedge bitcoin exposure may adversely affect Share liquidity and value.
• Difficulties in creation/redemption processes (e.g., due to custodian issues, market illiquidity) could cause Share price to diverge from NAV.
• The Trust's reliance on cash creations/redemptions, rather than in-kind, incurs transaction costs and slippage.
• Lack of definitive regulatory guidance for broker-dealers holding spot bitcoin could limit Authorized Participant participation in in-kind creations/redemptions.
• Shares may trade at a premium or discount to NAV due to non-current trading hours between the Exchange and the 24-hour digital asset market.
• The Trust is concentrated in a single asset class (bitcoin), maximizing exposure to its risks.
• The Trust is an emerging growth company, and reduced disclosure requirements may make Shares less attractive.
• The amount of bitcoin represented by Shares will decline over time due to Sponsor Fee and extraordinary expense payments.
• Competition from other bitcoin investment vehicles could adversely affect the Trust.
• Security threats to custodian accounts could lead to loss of assets or reputational damage.
• The Clearing Account permits hot storage, which is less secure than cold storage.
• Termination or failure of Liquidity Providers, Authorized Participants, or Custodians could disrupt operations or force liquidation.
• Lack of full insurance and limited legal recourse against service providers expose the Trust to loss.
• Loss of critical banking relationships could impact creation/redemption ability or cause losses.
• Sponsor's sole responsibility for valuation, and potential errors or changes, could adversely affect Share value.
• The Trust may be required to indemnify service providers, reducing bitcoin holdings.
• Gemini and Coinbase serve multiple competing products, raising interconnectedness and contagion risks.
• Authorized Participants serving multiple competing products may limit their participation with the Trust.
• Regulatory uncertainty in foreign jurisdictions may affect bitcoin value or restrict its use.
• Legal claims (e.g., Craig Wright case) could fundamentally change Bitcoin network operations.
• Uncertainty in U.S. federal income tax treatment of the Trust and digital assets, including potential reclassification as a partnership or corporation.
• Shareholders could incur tax liability without an associated distribution.
• Hard forks could result in taxable events for Shareholders.
• U.S. Tax-Exempt Shareholders may recognize unrelated business taxable income (UBTI).
• Potential conflicts of interest with the Sponsor and its affiliates, including VanEck's minority stakes in Gemini and Nonco LLC.
• Lack of independent advisers representing investors.
• Limited voting and distribution rights for Shareholders, and Sponsor's ability to amend Trust Agreement without consent.
• Non-exclusive jurisdiction and waiver of jury trial clauses in Trust Agreement may limit Shareholder rights.
• Sponsor's limited operating history and lean staffing.
• Risk of Trust termination and liquidation if not profitable.
• Operational and information security risks from cyber-attacks.
• Risk of underlying assets being deemed 'plan assets' under ERISA, leading to compliance issues or prohibited transactions.

Future Outlook

The Trust is a passive investment vehicle aiming to reflect Bitcoin's price performance less expenses, without actively managing volatility or speculating on price changes. The Sponsor expects the value of Shares to decline proportionately with Bitcoin's price. The Sponsor Fee waiver for the first $2.5 billion of assets will continue until July 31, 2026, after which the full 0.20% fee will apply. The Bitcoin block reward will continue to decrease, potentially shifting mining incentives towards transaction fees. Regulatory developments, including potential U.S. federal government bitcoin acquisitions and evolving digital asset regulations, are uncertain but could significantly impact Bitcoin's value and the Trust's operations.

Management Comments

• The Sponsor believes that the design of the Trust enables certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategies that use bitcoin by investing in the Shares rather than purchasing, holding and trading bitcoin directly or through derivatives.
• The Sponsor believes that momentum pricing of bitcoins has resulted, and may continue to result, in speculation regarding future appreciation in the value of bitcoin, inflating and making the MarketVectorTM Bitcoin Benchmark Rate more volatile.
• The Sponsor has evaluated the security procedures in place for safeguarding the Trusts bitcoins.
• The Sponsor is studying the impact that such amendments [to qualified custodian rules] may have on the Trust and its arrangements with the Bitcoin Custodian and the Additional Bitcoin Custodian.
• The Trust takes measures with the objective of reducing illicit financing risks in connection with the Trusts activities.
• The Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2025.

Industry Context

StockSavvy.ai notes that the VanEck Bitcoin ETF operates within a rapidly evolving and highly scrutinized digital asset market. The dismissal of the SEC enforcement action against Coinbase, a key custodian affiliate, provides some relief for the industry, while the SEC/FINRA clarification on in-kind creations/redemptions for spot crypto ETPs is a positive step towards improving arbitrage mechanisms and market efficiency. However, the ongoing regulatory challenges faced by Gemini, another primary custodian, highlight the persistent compliance and operational risks within the crypto custody space. The executive order for a Strategic Bitcoin Reserve and proposed legislation for government bitcoin acquisition signal increasing institutional and governmental interest, but also introduce new uncertainties regarding market impact and implementation challenges. The Bitcoin halving event in April 2024 is a critical industry-wide development, impacting miner economics and potentially long-term supply dynamics, which the ETF's passive strategy does not actively manage. The overall market remains susceptible to extreme volatility, as evidenced by Bitcoin's price fluctuations and the 'October 2025 Flash Crash,' underscoring the speculative nature of digital asset investments.

Comparison to Industry Standards

• The Trust's expense ratio of 0.20% (before waivers) is competitive within the nascent spot Bitcoin ETF market, with some competitors offering similar or slightly lower rates, especially during initial waiver periods.
• The use of multiple institutional-grade custodians (Gemini and Coinbase Custody) aligns with best practices for digital asset security and redundancy, comparable to other leading spot Bitcoin ETFs.
• The reliance on the MarketVectorTM Bitcoin Benchmark Rate for NAV calculation is a common approach among Bitcoin ETPs, aiming for a robust, transparent price discovery mechanism, similar to indices used by BlackRock's iShares Bitcoin Trust (IBIT) or Fidelity's Wise Origin Bitcoin Trust (FBTC).
• The 4-for-1 share split on February 14, 2025, is a corporate action aimed at improving accessibility and liquidity for retail investors, a strategy also employed by other ETFs to optimize trading dynamics.
• The significant net unrealized depreciation in 2025 reflects the broader market downturn for Bitcoin during that period, indicating that the Trust's performance is directly tied to the underlying asset, consistent with its passive investment objective, similar to how other spot Bitcoin ETFs would perform under identical market conditions.

Management Changes

Corporate Governance

Legal Proceedings

• Gemini Trust Company, LLC (Bitcoin Custodian) was named in a NYAG Lawsuit on October 19, 2023, alleging violations related to the Gemini Earn program.
• Gemini and NYAG entered into a Stipulation and Consent to Judgement on June 14, 2024, resolving claims, requiring Gemini to return approximately $50 million worth of digital assets to Earn investors and banning it from operating crypto lending programs in New York.
• Gemini and NYDFS entered into an administrative consent settlement agreement on February 28, 2024, finding Gemini conducted business unsafely, made misleading statements, and failed customer due diligence, requiring Gemini to ensure $1.1 billion is returned to Earn users via Genesis bankruptcy, contribute $40 million, and pay a $37 million fine.
• Coinbase, Inc. (affiliate of Additional Bitcoin Custodian) and Coinbase Global received a Wells Notice from SEC staff on March 22, 2023, regarding potential federal securities law violations.
• The SEC filed a complaint against Relevant Coinbase Entities on June 6, 2023, alleging failure to register as a national securities exchange, broker-dealer, and clearing agency, and failure to register its staking program.
• The SEC enforcement action against Coinbase and its affiliates was dismissed with prejudice on February 27, 2025.
• Legal claims filed in the United Kingdom by an entity associated with Craig Wright, alleging inaccessible private keys to bitcoin and seeking court orders to compel Bitcoin network core developers to transfer bitcoin or amend source code. High Court dismissed claims, but Court of Appeals overruled in February 2023, finding a serious issue to be tried.

Related Party Transactions

• The Sponsor, VanEck Digital Assets, LLC, is a wholly-owned subsidiary of Van Eck Associates Corporation (VanEck).
• VanEck was the initial seed investor, purchasing 8,000 Shares for $100,000 on December 21, 2023, and later 5,800,000 Shares for $72,500,000 on January 4, 2024.
• VanEck's ownership in the Trust was approximately 6% at December 31, 2025, and 9% at December 31, 2024.
• MarketVector Indexes GmbH, the index sponsor and administrator for the MarketVectorTM Bitcoin Benchmark Rate, is an indirectly wholly-owned subsidiary of VanEck.
• Van Eck Securities Corporation, the Marketing Agent, is a wholly-owned subsidiary of VanEck.
• VanEck is a minority interest holder (less than 1% equity) in the parent company of Gemini Trust Company, LLC, the Bitcoin Custodian.
• VanEck is a minority equity holder (approximately 6% equity) in Metatech Holdings, the parent company of Nonco LLC, a Liquidity Provider to the Trust.
• The Trust pays the Sponsor a unified fee (Sponsor Fee) of 0.20% of average daily net assets, which was entirely waived for 2025.

Stakeholder Impact

• Shareholders experienced a decrease in NAV per Share in 2025 due to Bitcoin price decline. They benefit from the Sponsor Fee waiver but face risks from Bitcoin volatility, regulatory uncertainty, and potential custodian failures. They have limited voting rights and restricted ability to bring derivative actions.
• The Trust has no employees. The Sponsor's employees (VanEck Digital Assets, LLC) manage the Trust.
• Customers (investors) are provided the opportunity to access the Bitcoin market through a traditional brokerage account but are subject to market risks and operational risks of the Trust.
• Suppliers/Service Providers (Custodians, Liquidity Providers, Administrator, Transfer Agent, Marketing Agent) are critical to the Trust's operations. Gemini and Coinbase (custodians) face regulatory scrutiny and potential operational disruptions. Liquidity Providers and Authorized Participants are essential for the creation/redemption mechanism.
• Creditors are not explicitly detailed, but any losses or liabilities of the Trust could impact them.

Next Steps

• The Sponsor Fee waiver for the first $2.5 billion of assets will continue until July 31, 2026, after which the full 0.20% fee will apply.
• The U.S. Treasury Department and U.S. Department of Commerce are directed to develop budget-neutral strategies for acquiring additional bitcoin for the Strategic Bitcoin Reserve.
• Legislation has been introduced in the U.S. Senate and House of Representatives to direct the acquisition of one million bitcoin by the federal government over a five-year period.
• The Bitcoin community continues to research and test scalability solutions for public blockchains.
• The Sponsor will continue to monitor for significant events related to crypto assets that may impact the value of bitcoin and determine whether to fair value the Trust's bitcoin on a given day.
• The Sponsor will notify DTC of any change in the transaction fee for creation/redemption of Baskets.
• The Sponsor will notify Shareholders via prospectus supplement and/or current report filed with the SEC if there are material changes to the pricing or valuation methodology or policies or the pricing source.
• The Sponsor will notify Shareholders via prospectus supplement and/or current report filed with the SEC if it adds or terminates other bitcoin custodians or changes the custodian for the Trust's bitcoin holdings.

Key Dates

Recommendation

The Trust's performance in 2025 was negatively impacted by a decline in Bitcoin's price, leading to a decrease in NAV per share and significant unrealized depreciation. While the Sponsor's fee waiver and the dismissal of the SEC action against Coinbase are positive, the inherent volatility of Bitcoin, coupled with ongoing regulatory uncertainties and the legal challenges faced by a key custodian (Gemini), present substantial risks. The Trust's passive investment strategy means it does not mitigate these risks. Given the current market conditions and the mix of positive and negative factors, a 'hold' recommendation is appropriate for existing investors, acknowledging both the potential for long-term Bitcoin appreciation and the significant short-term risks and operational complexities. New investors should exercise caution and conduct thorough due diligence.

Keywords

Bitcoin ETF, VanEck, HODL, Bitcoin, Cryptocurrency, Digital Assets, SEC Filing, 10-K, Financial Report, Investment, MarketVector, Gemini, Coinbase, Spot Bitcoin, ETF Performance, Risk Factors, Regulatory Risk, Custody, Blockchain, Arbitrage, Net Asset Value, Sponsor Fee, Share Split