UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended December 31, 2025
or
Commission File Number: 001-41915
Franklin Bitcoin ETF
A Series of Franklin
Templeton Digital Holdings Trust
SPONSORED BY FRANKLIN HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(650 ) 312-2000
(Address of principal executive offices, telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| | | |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| | ☒ | Smaller Reporting Company | |
| Emerging Growth Company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). ☐ Yes ☒ No
The registrant had 10,250,000 outstanding shares as of February 4, 2026.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q includes statements which relate to future events or future performance. In some cases, you can identify such forward-looking statements by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this report that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for bitcoin and the Shares), the Fund’s operations, the Sponsor’s plans and references to the Fund’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. All of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Fund’s operations or the value of the Shares. None of the Trust, the Fund, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.
EMERGING GROWTH COMPANY STATUS
The Trust is an “emerging growth company,” as defined in the JOBS Act. For as long as the Trust is an emerging growth company, the Trust may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in the Fund’s periodic reports and audited financial statements in its prospectus, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on “golden parachute” compensation and exemption from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless otherwise determined by the SEC, any new audit rules adopted by the Public Company Accounting Oversight Board.
Under the JOBS Act, the Trust will remain an emerging growth company until the earliest of:
- the last day of the fiscal year during which the Trust has total annual gross revenues of $1.235 billion or more;
- the last day of the fiscal year following the fifth anniversary of the completion of its initial public offering;
- the date on which the Trust has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or
- the date on which the Trust is deemed to be a “large accelerated filer” (i.e., an issuer that (1) has more than $700 million in outstanding equity held by non-affiliates and (2) has been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for at least 12 calendar months and has filed at least one annual report on Form 10-K.)
The JOBS Act also provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.
FRANKLIN BITCOIN ETF
FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
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Part I. FINANCIAL INFORMATION
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Part II. OTHER INFORMATION
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Part I. FINANCIAL INFORMATION
FRANKLIN BITCOIN ETF
FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
Index to Unaudited Financial Statements
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FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
| December 31, 2025 | March 31, 2025 | |||||||
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Assets
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Investment in bitcoin, at fair value
(a)
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$ | $ | ||||||
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Bitcoin sold receivable
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Total assets
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Liabilities
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Shares payable
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(b) | |||||||
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Sponsor's fee payable
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Total liabilities
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Commitments and contingencies (Note 7)
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Net assets
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$ | $ | ||||||
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Shares issued and outstanding(c)
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Net asset value per Share
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$ | $ |
(a)
(b)
(c)
See accompanying notes to the unaudited combined financial statements.
FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
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December 31, 2025
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Quantity of Bitcoin | Cost | Fair Value |
Fair Value as a
% of Net Assets | |||||||||||||
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Investment in bitcoin
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$ | $ | % | |||||||||||||
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Total investments
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$ | $ | % | |||||||||||||
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Other assets less liabilities
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( | ) | ( | )% | ||||||||||||
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Net assets
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$ | % |
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March 31, 2025
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Quantity of Bitcoin | Cost | Fair Value |
Fair Value as a
% of Net Assets | |||||||||||||
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Investment in bitcoin
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$ | $ | % | |||||||||||||
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Total investments
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$ | $ | % | |||||||||||||
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Other assets less liabilities
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( | ) | ( | )% | ||||||||||||
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Net assets
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$ | % |
See accompanying notes to the unaudited combined financial statements.
FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
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For the Three Months Ended December 31,
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For the Nine Months Ended December 31,
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2025
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2024
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2025
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2024
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Expenses
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Sponsor's fee
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$ | $ | $ | $ | ||||||||||||
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Less waiver
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( | ) | ||||||||||||||
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Total expenses
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Net investment loss
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( | ) | ( | ) | ( | ) | ( | ) | ||||||||
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Net realized and change in unrealized gain (loss) on investment in bitcoin
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Net realized gain (loss) from bitcoin sold for the redemption of shares and sold to pay expenses
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Net change in unrealized appreciation (depreciation) on investment in bitcoin
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( | ) | ( | ) | ||||||||||||
| Net realized and change in unrealized appreciation (depreciation) on investment in bitcoin | ( | ) | ||||||||||||||
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Net increase (decrease) in net assets resulting from operations
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$ | ( | ) | $ | $ | ( | ) | $ | ||||||||
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Net increase (decrease) in net assets per Share(a)
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$ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| (a) | |
See accompanying notes to the unaudited combined financial statements.
FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
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For the Nine
Months Ended December 31, 2025 |
For the Nine
Months Ended December 31, 2024 | |||||||
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Cash Flows from Operating Activities:
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Net increase (decrease) in net assets resulting from operations
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$ | ( | ) | $ | ||||
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Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
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Purchases of bitcoin
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( | ) | ( | ) | ||||
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Sales of bitcoin
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Net realized (gain) loss on investment in bitcoin
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( | ) | ( | ) | ||||
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Net change in unrealized (appreciation) depreciation
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( | ) | ||||||
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Change in operating assets and liabilities:
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| Sponsor's fee payable | ( | ) | ||||||
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Net cash provided by (used in) operating activities
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$ | ( | ) | $ | ( | ) | ||
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Cash Flows from Financing Activities:
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Proceeds from issuance of Shares
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$ | $ | ||||||
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Payments on Shares redeemed
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( | ) | ( | ) | ||||
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Net cash provided by (used in) financing activities
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$ | $ | ||||||
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Cash
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Net decrease in cash
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$ | $ | ||||||
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Cash, beginning of period
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Cash, end of period
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$ | $ |
See accompanying notes to the unaudited combined financial statements.
FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
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For the Three Months Ended December 31,
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For the Nine Months Ended December 31,
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2025
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2024
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2025
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2024
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Net assets, beginning of period
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$ | $ | $ | $ | ||||||||||||
| Net investment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
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Net realized gain (loss) on investment in bitcoin
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| Net change in unrealized appreciation (depreciation) on investment in bitcoin | ( | ) | ( | ) | ||||||||||||
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Net increase (decrease) in net assets resulting from operations
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( | ) | ( | ) | ||||||||||||
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Capital Share Transactions:
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| Contributions for Shares issued | ||||||||||||||||
| Distributions for Shares redeemed | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net increase (decrease) in net assets from capital share transactions | ( | ) | ||||||||||||||
| Net assets, end of period | $ | $ | $ | $ | ||||||||||||
See accompanying notes to the unaudited combined financial statements.
FRANKLIN
TEMPLETON DIGITAL HOLDINGS TRUST
1. ORGANIZATION
The Franklin Templeton Digital Holdings Trust (the
“Trust”) was formed as a Delaware statutory trust on September 6, 2023, and is
governed by the provisions of an Agreement and Declaration of Trust dated as of
January 5, 2024 (the “Declaration of Trust”). The Trust, as registrant is not
registered as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”) and is not a commodity pool for
purposes of the Commodity Exchange Act (“CEA”). The accompanying financial
statements relate to the Trust, as registrant, and the one series that it
currently offers, the Franklin Bitcoin ETF (the “Fund”) presented on a combined
basis. Separate, series-level financial statements are provided for the Fund in
another section of this report. The Trust had no operations prior to the
commencement of operations of the Fund on January 11, 2024, other than matters
relating to its organization and the registration of the Fund under the
Securities Act of 1933, as amended (the “Securities Act”). The Sponsor of the
Trust and the Fund (the “Sponsor”) is Franklin Holdings, LLC. The Sponsor is a
Delaware limited liability company formed on July 21, 2021. The Sponsor is not
subject to regulation by the Commodity Futures Trading Commission (“CFTC”) as a
commodity pool operator with respect to the Fund, or a commodity trading
advisor with respect to the Fund. The Fund issues shares (the “Shares”), which
represent units of fractional undivided beneficial interest in the Fund. The
Shares of the Fund are listed on the Cboe BZX Exchange, Inc. (“Cboe BZX
Exchange” or the “Exchange”). The Shares were first listed for trading and the
Fund commenced operations on January 11, 2024.
The Fund seeks to reflect generally the performance
of the price of bitcoin before payment of the Fund's expenses and liabilities.
The Shares are intended to offer a convenient means of making an investment
similar to an investment in bitcoin relative to acquiring, holding and trading
bitcoin directly on a peer-to-peer or other basis or via a digital asset
platform. The Shares have been designed to remove obstacles associated with the
complexities and operational burdens involved in a direct investment in bitcoin
by providing an investment with a value that reflects the price of the bitcoin
owned by the Fund at such time, less the Fund's expenses and liabilities. The
Fund is not a proxy for a direct investment in bitcoin. Rather, the Shares are
intended to provide a cost-effective alternative means of obtaining investment
exposure through the securities markets that is similar to an investment in
bitcoin. The Fund is a passive investment vehicle and is not a leveraged
product. The Sponsor does not actively manage the bitcoin held by the Fund.
BNY Mellon Asset Servicing, a division of The Bank of
New York Mellon, or “BNYM,” is the Fund’s Administrator (the “Administrator”)
and Transfer Agent (the “Transfer Agent”). BNYM also serves as the custodian of
the Fund’s cash (the "Cash Custodian"). The Administrator is
generally responsible for the day-to-day administration of the Fund, including
the calculation of the Fund’s net asset value (“NAV”) per Share. The Bitcoin
Custodian is responsible for safekeeping the bitcoin owned by the Fund. The
Bitcoin Custodian is Coinbase Custody Trust Company, LLC (“Coinbase Custody”).
Coinbase Inc., an affiliate of the Bitcoin Custodian, is the Fund’s Prime
Broker. CSC Delaware Trust Company, a subsidiary of the Corporation Service
Company (the “Trustee”), is the sole trustee of the Trust. Franklin
Distributors, LLC is the marketing agent of the Fund (the “Marketing Agent”).
The Fund issues and redeems Shares only to certain eligible financial institutions called Authorized Participants and only in one or more blocks of 50,000 Shares (“Creation Units”). Creation Units are directly redeemable only by Authorized Participants. As of the period covered by this report, Creation Units are issued and redeemed in exchange for cash. The Shares are listed and traded on the Exchange under the ticker symbol “EZBC”. The market price of the Shares may be different than the Fund’s NAV per Share. The Fund issues and redeems Shares in Creation Units on a continuous basis at the applicable NAV per Share on the creation order date. Except when aggregated in Creation Units, the Shares are not redeemable securities.
The Trust is an “emerging growth company” as that
term is used in the Securities Act of 1933, as amended (the “Securities Act”),
and, as such, the Trust may elect to comply with certain reduced public company
reporting requirements.
The accompanying Combined Statements of Assets and
Liabilities and Combined Schedules of Investments at December 31, 2025 and
March 31, 2025 and the Combined Statements of Operations, Combined Statements
of Cash Flows and Combined Statements of Changes in Net Assets for the periods
ended December 31, 2025 and December 31, 2024, have been prepared on behalf of
the Trust, as registrant, combined with its one currently offered series, the
Fund, and for the Fund separately (included below in a separate section of this
report), and are unaudited. In the opinion of management of the Sponsor of the
Trust, all adjustments (which include normal recurring adjustments) necessary
to state fairly the financial position and results of operations for all
periods stated have been made. In addition, interim period results are not
necessarily indicative of results for a full-year period. These financial
statements and the notes thereto should be read in conjunction with the Trust
and the Fund's financial statements included in the Annual Report on Form 10-K
for the fiscal year ended March 31, 2025.
The fiscal year of the Trust and the Fund is March
31st.
2. SIGNIFICANT ACCOUNTING POLICIES
In preparing financial statements in conformity with
accounting principles generally accepted in the United States (“GAAP”),
management of the Sponsor makes estimates and assumptions that affect the
reported amounts of assets, liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements, as well as the
reported amount of revenue and expenses reported during the period. Actual
results could differ from these estimates.
The accompanying unaudited financial statements were
prepared in accordance with GAAP for interim financial information and with the
instructions for Form 10-Q and the rules and regulations of the U.S. Securities
and Exchange Commission (“SEC”).
The following is a summary of significant accounting
policies followed by the Trust and the Fund.
2.1. Basis of Presentation
The Sponsor has determined that the Trust falls
within the scope of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946, Financial Services—Investment Companies,
and has concluded that solely for accounting purposes, the Trust is classified
as an Investment Company as defined in ASC 946.
The financial statements are presented for the Trust,
as the registrant, combined with the Fund. Financial statements for the Fund
presented at the series level are provided separately in this report. For the
periods presented, there were no balances or activity for the Trust except for
the Fund’s operations, as its sole series. These notes to the financial
statements relate to the Trust, as the registrant, combined with the Fund. The
debts, liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Fund are enforceable only against the assets of
the Fund and not against the assets of the Trust generally or any other series
that the Trust may establish. Individual, series-level financial statements for
the Fund are presented separately within this report.
2.2.
Calculation of NAV and NAV per Share
The Sponsor has the exclusive authority to determine
the Fund’s net asset value (“NAV”). The Sponsor has delegated to the
Administrator the responsibility to calculate the NAV of the Fund, based on a
pricing source selected by the Sponsor. In determining the Fund’s NAV, the
Administrator generally will value the bitcoin held by the Fund based on the
Index, unless the Sponsor in its sole discretion determines that the Index is
unreliable. The CME CF Bitcoin Reference Rate – New York Variant for the
Bitcoin – U.S. Dollar trading pair (the “CF Benchmarks Index”) shall constitute
the Index, unless the CF Benchmarks Index is not available or the Sponsor in
its sole discretion determines the CF Benchmarks Index is unreliable as the
Index and therefore determines not to use the CF Benchmarks Index as the Index.
If the CF Benchmarks Index is not available or the Sponsor determines, in its
sole discretion, that the CF Benchmarks Index is unreliable (referred to herein
as a “Fair Value Event”), the Fund’s holdings may be fair valued by the
Sponsor.
On each Business Day, as soon as practicable after
4:00 PM Eastern Time (“ET”), the Administrator evaluates the bitcoin held by
the Fund as reflected by the CF Benchmarks Index and determines the NAV of the
Fund. For purposes of making these calculations, a Business Day means any day
other than a day when the Cboe BZX Exchange is closed for regular trading. The
Trust’s periodic financial statements may not utilize this net asset value of
the Fund to the extent the methodology used to calculate the Index is deemed
not to be consistent with GAAP.
2.3. Valuation
of Bitcoin
The Fund’s
financial statements are prepared in accordance with GAAP for interim financial
information. Bitcoin is priced at 11:59:59 PM ET. The Trust determines the fair
value of bitcoin based on the price provided by the bitcoin market that the
Trust considers its “Principal Market” as of 11:59:59 PM ET on the valuation
date. This fair value price is referred to as "Principal Market
Price". With respect to the Fund’s bitcoin holdings, the Trust follows the
provisions of the Financial Accounting Standards Board Accounting Standards
Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic
820”) and utilize an exchange-traded price from the Fund’s principal market (or
in the absence of a principal market, the most advantageous market) for bitcoin
as of the Fund’s financial statement measurement date.
ASC 820 established
a hierarchy that prioritized inputs to valuation techniques used to measure
fair value. The three levels of inputs are:
Level 1: Unadjusted
quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs
other than quoted prices included within Level 1 that are observable for the
asset or liability either directly or indirectly, including quoted prices for
similar assets or liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not considered to be active,
inputs other than quoted prices that are observable for the asset or liability,
and inputs that are derived principally from or corroborated by observable
market data by correlation or other means; and
Level 3: Inputs
that are unobservable for the asset or liability, including the Fund’s
assumptions used in determining the fair value of investments.
On December 31,
2025 and March 31, 2025, the value of the bitcoin held by the Fund is
categorized as Level 1.
2.4. Fees,
Expenses and Realized Gains (Losses)
The Fund’s only ordinary recurring expense is the
Sponsor’s fee. In exchange for the Sponsor’s fee, the Sponsor has agreed to
assume the ordinary fees and expenses incurred by the Fund, including but not
limited to the following: the fees charged by the Administrator, the Marketing
Agent, the Custodians (the Cash Custodian and Bitcoin Custodian, collectively)
and the Trustee, Cboe BZX Exchange listing fees, typical maintenance and
transaction fees of the DTC, SEC registration fees, printing and mailing costs,
tax reporting fees, audit fees, license fees and expenses, and up to $500,000
per annum in ordinary legal fees and expenses. Bitcoin transactions are
accounted for on a trade date basis. Realized gains or losses from the sale or
disposition of bitcoin are determined on a specific identification basis and
recognized in the Combined Statements of Operations in the period in which the
sale or disposition occurs, respectively.
The Sponsor’s fee is accrued daily at an annualized
rate equal to 0.19 % of the net asset value of the Fund and is payable at least
quarterly in arrears in U.S. dollars. The Sponsor may, at its sole discretion
and from time to time, waive all or a portion of the Sponsor’s fee for stated
periods of time. The Sponsor is under no obligation to waive any portion of its
fees and any such waiver shall create no obligation to waive any such fees
during any period not covered by the waiver. The Fund will sell bitcoin as
needed to pay the Sponsor’s fee. The Fund bears transaction costs, including
any bitcoin network fees or other similar transaction fees, in connection with
any sales of bitcoin necessary to pay the Sponsor’s fee, as well as other Fund
expenses (if any) that are not assumed by the Sponsor (expenses assumed by the
Sponsor are specified above). Any bitcoin network fees and similar transaction
fees incurred in connection with the creation or redemption of Creation Units
are borne by the Authorized Participant. For the quarter ended December 31,
2025, the Fund accrued the Sponsor’s Fee of $278,172 .
The Sponsor is not required
to pay any extraordinary or non-routine expenses.
Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material
expenses which are not currently
anticipated obligations of the Fund. The Fund will be responsible for the payment of such expenses
to the extent any such expenses are incurred. Routine
operational, administrative and other ordinary
expenses are not deemed extraordinary expenses. In addition,
the Fund may incur certain other non-recurring expenses that are not assumed
by the Sponsor (expenses
assumed by the Sponsor are described above), including but not limited to, taxes and governmental charges, any applicable brokerage
commissions, bitcoin network fees and similar transaction fees that qualify as extraordinary or non-routine expenses
as described above, financing fees, expenses and costs of any extraordinary services
performed by the Sponsor (or any other service provider)
on behalf of the Fund to protect the Fund or the interests
of Shareholders (including, for example, in connection with any fork of the bitcoin blockchain, any Incidental Rights and any IR Virtual Currency),
any indemnification of the Cash Custodian, Bitcoin Custodian, Prime Broker, Administrator or other agents, service providers
or counterparties of the Trust or the Fund and extraordinary legal fees and expenses, including
any legal fees and expenses
incurred in connection
with litigation, regulatory enforcement or investigation matters or legal expenses in excess of $500,000 per year. The Sponsor may determine
in its sole discretion
to assume legal fees and expenses of the Fund in excess of the $500,000 per annum stipulated
in the Sponsor Agreement. To the extent that the Sponsor does not voluntarily assume such fees and expenses,
they will be the responsibility of the Fund. Because the Fund does not have any income, it will need to sell bitcoin to cover the Sponsor’s fee and expenses not assumed by the Sponsor, if any. Fund expenses not assumed by the Sponsor
shall accrue daily and be payable by the Fund to the Sponsor at least quarterly
in arrears. The Fund may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities will be sales of bitcoin held by the Fund. Even if there are no expenses
other than those assumed by the Sponsor, and there are no other liabilities of the Fund,
the Fund will still need to sell bitcoin to pay the Sponsor’s fee. The result of these sales is a decrease in the amount of bitcoin represented by each Share.
There have been no
2.5. Bitcoin Receivable and Payable
Bitcoin receivable or payable represents the quantity of bitcoin covered by contractually binding orders for the creation or redemption of Shares respectively, where the bitcoin has not yet been transferred to or from the Fund's account. Generally, ownership of the bitcoin is transferred within one business day of the trade date.
2.6. Income Taxes
The Fund is classified as a “grantor trust” for
United States federal income tax purposes. As a result, the Trust and the Fund
are not subject to United States federal income tax. Instead, the Fund’s
income, gain, losses, and expenses will “flow through” to the Shareholders, and
the Administrator reports these to the Internal Revenue Service on that basis.
The Sponsor has analyzed applicable tax laws and
regulations and their application to the Trust and the Fund as of December 31,
2025 and March 31, 2025, and does not believe that there are any uncertain tax
positions that require recognition of a tax liability.
2.7. Creation and Redemption of Shares
The Fund issues and redeems Creation Units on a
continuous basis. Creation Units are issued or redeemed in exchange for an
amount of bitcoin and/or cash as determined by the Administrator on each day that Cboe BZX
Exchange is open for regular trading.
For cash creation transactions, the amount of cash
required to be delivered to the Fund will equal the amount of cash needed to
purchase the amount of bitcoin represented by the Creation Unit(s) being
created, as calculated by the Administrator, plus applicable fees, costs and
adjustments. For cash redemption transactions, the Sponsor will arrange for the
bitcoin represented by the Creation Unit(s) being redeemed to be sold and the
cash proceeds, after applicable fees, costs and adjustments, distributed. No
Shares are issued until the corresponding amount of bitcoin has been received
in the Fund’s Trading Balance. Creation Units may be created or redeemed only
by Authorized Participants, who pay (1) a transaction fee for each order to
create or redeem Creation Units; (2) transfer, processing and other transaction
costs charged by the Bitcoin Custodian in connection with the issuance or
redemption of Creation Units for such order; and (3) any other expenses, taxes,
charges or adjustments.
As of the end of the period covered by this report,
the Authorized Participants deliver only cash to create Shares and receive only
cash when redeeming Shares in the manner as described above.
Creation Units will be sold at a per-Share offering
price that will vary depending on, among other things, the price of bitcoin and
the trading price of the Shares on the Cboe BZX Exchange Inc. at the time of
the offer. Shares offered at different times may have different offering
prices.
Changes in the Shares for the quarter from October 1,
2025 to December 31, 2025 are
as follows:
|
Shares
|
Amount^
| |||||||
|
Balance at October 1, 2025
|
$ | |||||||
|
Creation of Shares
|
||||||||
|
Redemption of Shares
|
( | ) | ( | ) | ||||
|
Balance at December 31, 2025
|
$ |
Changes in the Shares for the quarter October 1, 2024
to December 31, 2024 are as follows:
|
Shares
|
Amount^
| |||||||
|
Balance at October 1, 2024
|
$ | |||||||
|
Creation of Shares
|
||||||||
|
Redemption of Shares
|
( | ) | ( | ) | ||||
|
Balance at December 31, 2024
|
$ |
Changes in the Shares for the nine months from April 1, 2025 to December 31, 2025 are as follows:
| Shares | Amount^ | |||||||
|
Balance at April 1, 2025
|
$ | |||||||
|
Creation of Shares
|
||||||||
|
Redemption of Shares
|
( | ) | ( | ) | ||||
|
Balance at December 31, 2025
|
$ |
Changes in the Shares for the nine months from April
1, 2024 to December 31, 2024 are as follows:
| Shares | Amount^ | |||||||
|
Balance at April 1, 2024
|
$ | |||||||
|
Creation of Shares
|
||||||||
|
Redemption of Shares
|
( | ) | ( | ) | ||||
|
Balance at December 31, 2024
|
$ |
^ Dollar amount of balance represents the cumulative
fair value of creation of shares less the redemption of shares, at the time of
the specific creation or redemption.
3. INVESTMENT IN BITCOIN
The following represents the changes in quantity of bitcoin held and the respective fair value during the quarter from October 1, 2025 to December 31, 2025
|
Amount in bitcoin
|
Amount in US$
| |||||||
|
Balance at October 1, 2025
|
$ | |||||||
|
Bitcoin purchased for the creation of Shares
|
||||||||
| Bitcoin sold for the redemption of Shares | ( | ) | ( | ) | ||||
|
Principal on bitcoin sales to pay expenses
|
( | ) | ( | ) | ||||
|
Net realized gain (loss) from bitcoin sold for the redemption of shares and sold to pay expenses
|
– | |||||||
| Net change in unrealized appreciation (depreciation) on investment in bitcoin | – | ( | ) | |||||
|
Balance at December 31, 2025
|
$ |
The following represents the changes in quantity of
bitcoin held and the respective fair value during the quarter from October 1, 2024
to December 31, 2024:
| Amount in bitcoin | Amount in US$ | |||||||
|
Balance at October 1, 2024
|
$ | |||||||
|
Bitcoin purchased for the creation of Shares
|
||||||||
|
Bitcoin sold for the redemption of Shares
|
( | ) | ( | ) | ||||
|
Principal on bitcoin sales to pay expenses
|
( | ) | ( | ) | ||||
|
Net realized gain (loss) from bitcoin sold for the redemption of shares
|
– | |||||||
|
Net change in unrealized appreciation (depreciation) on investment in bitcoin
|
– | |||||||
|
Balance at December 31, 2024
|
$ |
The following represents the changes in quantity of
bitcoin held and the respective fair value during the nine months April 1, 2025
to December 31, 2025:
| Amount in bitcoin | Amount in US$ | |||||||
|
Balance at April 1, 2025
|
$ | |||||||
| Bitcoin purchased for the creation of Shares | ||||||||
|
Bitcoin sold for the redemption of Shares
|
( | ) | ( | ) | ||||
|
Principal on bitcoin sales to pay expenses
|
( | ) | ( | ) | ||||
|
Net realized gain (loss) from bitcoin sold for the redemption of shares and sold to pay expenses
|
– | |||||||
|
Net change in unrealized appreciation (depreciation) on investment in bitcoin
|
– | ( | ) | |||||
|
Balance at December 31, 2025
|
$ |
The following represents the changes in quantity of
bitcoin held and the respective fair value during the nine months April 1, 2024
to December 31, 2024:
|
Amount in bitcoin
|
Amount in US$
| |||||||
|
Balance at April 1, 2024
|
$ | |||||||
|
Bitcoin purchased for the creation of Shares
|
||||||||
|
Bitcoin sold for the redemption of Shares
|
( | ) | ( | ) | ||||
|
Principal on bitcoin sales to pay expenses
|
( | ) | ( | ) | ||||
|
Net
realized gain (loss) from bitcoin sold for the redemption of shares
|
– | |||||||
|
Net change in unrealized appreciation (depreciation) on investment in bitcoin
|
– | |||||||
|
Balance at December 31, 2024
|
$ |
4. RELATED PARTIES
The Sponsor of the Trust is Franklin Holdings, LLC.
The Sponsor is responsible for establishing the Trust and for the registration
of the Shares. The Sponsor generally oversees the performance of the Fund’s
principal service providers but does not exercise day-to-day oversight over
such service providers. The Sponsor, with assistance and support from the
Administrator, is responsible for preparing and filing periodic reports on
behalf of the Trust and the Fund with the SEC and will provide any required
certification for such reports. The Sponsor has designated the independent
registered public accounting firm of the Trust on behalf of the Fund and may
from time to time employ legal counsel for the Fund.
Franklin Distributors, LLC serves as the Marketing
Agent of the Fund. The Sponsor and the Marketing Agent are affiliates, and each
is considered to be a related party to the Trust and the Fund. Franklin
Resources, Inc. (“FRI”) is the ultimate parent company of the Sponsor and the
Marketing Agent. FRI is the holding company for various subsidiaries that
together are referred to as Franklin Templeton.
The Sponsor is a related party of the Trust and the
Fund. The Fund pays the Sponsor a unitary fee for services performed pursuant
to the Sponsor Agreement. The Marketing Agent is an affiliate of the Sponsor.
Expenses payable to the Marketing Agent, if any, are paid through the Sponsor’s
fee.
The Trust also considers
Franklin Resources, Inc., the ultimate parent company of the Sponsor, to be a
related party of the Trust and the Fund. As of December 31, 2025 and March 31,
2025, no
5.
CONCENTRATION OF RISK
The Fund holds only bitcoin, which creates a
concentration risk associated with fluctuations in the price of bitcoin.
Accordingly, a decline in the price of bitcoin will have an adverse effect on
the value of the Shares of the Fund. The trading prices of bitcoin have
experienced extreme volatility in recent periods and may continue to fluctuate
significantly. Extreme volatility in the future, including substantial,
sustained, or rapid declines in the trading prices of bitcoin, could have a
material adverse effect on the value of the Shares and the Shares could lose
all or substantially all of their value. Factors adversely impacting the value
of bitcoin and the Shares may include an increase in the global bitcoin supply
or a decrease in global bitcoin demand; market conditions of, and overall
sentiment towards, the digital assets and blockchain technology industry;
trading activity on digital asset platforms, which, in many cases, are largely
unregulated or may be subject to manipulation; the adoption of bitcoin as a
medium of exchange, store-of-value or other consumptive asset and the
maintenance and development of the open-source software protocol of the bitcoin
network, and their ability to meet user demands; manipulative trading activity
on digital asset platforms, which, in many cases, are largely unregulated; and
forks in the bitcoin network, among other things.
6. COMBINED
FINANCIAL HIGHLIGHTS
| For the Three Months | For the Three Months | |||||||||||||||
| Ended December 31, | Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
|
Net asset value per Share, beginning of period
|
$ | $ | $ | $ | ||||||||||||
|
Net investment loss(a)
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Net realized and unrealized gain (loss) on investment in bitcoin
|
( | ) | ||||||||||||||
|
Net change in net assets from operations(b)
|
( | ) | ||||||||||||||
|
Net asset value per Share, end of period
|
$ | $ | $ | $ | ||||||||||||
|
Total return, at net asset value(c)(d)
|
( | )% | % | % | % | |||||||||||
|
Ratio to average net assets(e)
|
||||||||||||||||
|
Net investment loss
|
( | )% | ( | )% | ( | )% | ( | )% | ||||||||
|
Gross expenses
|
% | % | % | % | ||||||||||||
| Net expenses | % | % | % | %(f) | ||||||||||||
| (a) | |
| (b) | |
| (c) | |
| (d) | |
| (e) | |
| (f) | |
7. COMMITMENTS
AND CONTINGENCIES
In the normal course of business, the Trust, on
behalf of the Fund, may enter into contracts with service providers that
contain general indemnification clauses. The Fund’s maximum exposure under
these arrangements is unknown as this would involve future claims that may be
made against the Fund that have not yet occurred.
8.
INDEMNIFICATION
Under the Trust’s organizational documents, the
Sponsor and its shareholders, members, directors, affiliates, officers,
employees and subsidiaries are indemnified by the Trust against certain
liabilities. The Fund has also agreed to indemnify certain of its other service
providers, including the Administrator, the Marketing Agent, the Custodians and
the Trustee (including its officers, affiliates, directors, employees, and
agents), for certain liabilities incurred by such parties in connection with
their respective agreements to provide services for the Fund.
The Sponsor will not be liable to the Trust, the
Trustee or any Shareholder for any action taken or for refraining from taking
any action in good faith, or for errors in judgment or for depreciation or loss
incurred by reason of the sale of any bitcoin or other assets of the Fund or
the Trust. However, the preceding liability exclusion will not protect the
Sponsor against any liability resulting from its own gross negligence, bad
faith, or willful misconduct.
The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration of Trust. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.
The Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any series of the Trust is a party, except for the Trustee’s breach of its obligations pursuant to the Declaration of Trust or its own willful misconduct, bad faith or gross negligence. The Trustee and each of the Trustee’s officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence.
9. OPERATING
SEGMENTS
The Fund, which is the sole series of the Trust, and
the Trust operate as a operating segment, which is an investment
portfolio. Executive officers of the Fund’s Sponsor perform the functions of
the Chief Operating Decision Maker (CODM), evaluating fund-wide results and
performance under a unified investment strategy. The CODM uses these measures
to assess fund performance and allocate resources effectively. Internal
reporting provided to the CODM aligns with the accounting policies and
measurement principles used in the financial statements.
For information regarding segment assets, segment
profit or loss, and significant expenses, refer to the Combined Statements of
Assets and Liabilities and the Combined Statements of Operations, along with
the related Combined Notes to Financial Statements. The Combined Schedules of
Investments provide details of the Fund’s investments that generate returns
such as realized and unrealized gains or losses. Performance metrics and
expense ratios are disclosed in the Combined Financial Highlights.
10. SUBSEQUENT
EVENTS
The Trust and the Fund have evaluated subsequent
events through the issuance of the financial statements and determined that no
such events have occurred that require disclosure.
FRANKLIN BITCOIN ETF
A SERIES OF FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
| December 31, 2025 | March 31, 2025 | |||||||
|
Assets
|
||||||||
|
Investment in bitcoin, at fair value(a)
|
$ | $ | ||||||
|
Bitcoin sold receivable
|
||||||||
|
Total assets
|
||||||||
|
Liabilities
|
||||||||
|
Shares payable
|
(b) | |||||||
|
Sponsor's fee payable
|
||||||||
|
Total liabilities
|
||||||||
|
Commitments and contingencies (Note 7)
|
||||||||
|
Net assets
|
$ | $ | ||||||
|
Shares issued and outstanding(c)
|
||||||||
|
Net asset value per Share
|
$ | $ |
(a)
Cost of investment in bitcoin: $426,448,438 at December 31, 2025 and $313,983,408 at March 31, 2025.
(b)
Pending adjustment for slippage of $53 upon settlement on January 2, 2026.
(c)
No par value, unlimited amount authorized.
See accompanying notes to the unaudited financial statements.
FRANKLIN BITCOIN ETF
A SERIES OF FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
|
December 31, 2025
|
||||||||||||||||
| Quantity of Bitcoin | Cost | Fair Value | Fair Value as a % of Net Assets | |||||||||||||
|
Investment in bitcoin
|
$ | $ | % | |||||||||||||
|
Total investments
|
$ | $ | % | |||||||||||||
| Other assets less liabilities | ( | ) | ( | )% | ||||||||||||
| Net assets | $ | % |
|
March 31, 2025
|
||||||||||||||||
| Quantity of Bitcoin | Cost | Fair Value | Fair Value as a % of Net Assets | |||||||||||||
|
Investment in bitcoin
|
$ | $ | % | |||||||||||||
|
Total investments
|
$ | $ | % | |||||||||||||
| Other assets less liabilities | ( | ) | ( | )% | ||||||||||||
| Net assets | $ | % |
See accompanying notes to the unaudited financial statements.
FRANKLIN BITCOIN ETF
A SERIES OF FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
|
For the Three Months Ended December 31,
|
For the Nine Months Ended December 31,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
| |||||||||||||
|
Expenses
|
||||||||||||||||
|
Sponsor's fee
|
$ | $ | $ | $ | ||||||||||||
|
Less waiver
|
( | ) | ||||||||||||||
|
Total expenses
|
||||||||||||||||
|
Net investment loss
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Net realized and change in unrealized gain (loss) on investment in bitcoin
|
||||||||||||||||
|
Net realized gain (loss) from bitcoin sold for the redemption of shares and sold to pay expenses
|
||||||||||||||||
|
Net change in unrealized appreciation (depreciation) on investment in bitcoin
|
( | ) | ( | ) | ||||||||||||
|
Net realized and change in unrealized appreciation (depreciation) on investment in bitcoin
|
( | ) | ||||||||||||||
|
Net increase (decrease) in net assets resulting from operations
|
$ | ( | ) | $ | $ | ( | ) | $ | ||||||||
|
Net increase (decrease) in net assets per Share(a)
|
$ | ( | ) | $ | $ | ( | ) | $ | ||||||||
(a)
Net increase (decrease) in net assets per Share based on average shares outstanding during the period.
See accompanying notes to the unaudited financial statements.
FRANKLIN BITCOIN ETF
A SERIES OF FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
|
For the Nine
Months Ended
December 31, 2025
|
For the Nine
Months Ended
December 31, 2024 | |||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net increase (decrease) in net assets resulting from operations
|
$ | ( | ) | $ | ||||
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
|
||||||||
|
Purchases of bitcoin
|
( | ) | ( | ) | ||||
|
Sales of bitcoin
|
||||||||
|
Net realized (gain) loss on investment in bitcoin
|
( | ) | ( | ) | ||||
|
Net change in unrealized (appreciation) depreciation
|
( | ) | ||||||
|
Change in operating assets and liabilities:
|
||||||||
|
Sponsor's fee payable
|
( | ) | ||||||
|
Net cash provided by (used in) operating activities
|
$ | ( | ) | $ | ( | ) | ||
|
Cash Flows from Financing Activities:
|
||||||||
|
Proceeds from issuance of Shares
|
$ | $ | ||||||
|
Payments on Shares redeemed
|
( | ) | ( | ) | ||||
|
Net cash provided by (used in) financing activities
|
$ | $ | ||||||
|
Cash
|
||||||||
|
Net decrease in cash
|
$ | $ | ||||||
|
Cash, beginning of period
|
||||||||
|
Cash, end of period
|
$ | $ | ||||||
See accompanying notes to the unaudited financial statements.
FRANKLIN BITCOIN ETF
A SERIES OF FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
|
For the Three Months Ended December 31,
|
For the Nine Months Ended December 31,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
| |||||||||||||
|
|
||||||||||||||||
|
Net assets, beginning of period
|
$ | $ | $ | $ | ||||||||||||
| Net investment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Net realized gain (loss) on investment in bitcoin
|
||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investment in bitcoin | ( | ) | ( | ) | ||||||||||||
|
Net increase (decrease) in net assets resulting from operations
|
( | ) | ( | ) | ||||||||||||
|
Capital Share Transactions:
|
||||||||||||||||
| Contributions for Shares issued | ||||||||||||||||
| Distributions for Shares redeemed | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net increase (decrease) in net assets from capital share transactions | ( | ) | ||||||||||||||
| Net assets, end of period | $ | $ | $ | $ | ||||||||||||
See accompanying notes to the unaudited financial statements.
FRANKLIN BITCOIN ETF
A SERIES OF FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
1. ORGANIZATION
The Franklin Templeton Digital Holdings Trust (the “Trust”) was formed as a Delaware statutory trust on September 6, 2023, and is governed by the provisions of an Agreement and Declaration of Trust dated as of January 5, 2024 (the “Declaration of Trust”). The Trust, as registrant is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and is not a commodity pool for purposes of the Commodity Exchange Act (“CEA”). The accompanying financial statements relate to the one series that the Trust currently offers, the Franklin Bitcoin ETF (the “Fund”). The Trust had no operations prior to the commencement of operations of the Fund on January 11, 2024, other than matters relating to its organization and the registration of the Fund under the Securities Act of 1933, as amended (the “Securities Act”). The Sponsor of the Trust and the Fund (the “Sponsor”) is Franklin Holdings, LLC. The Sponsor is a Delaware limited liability company formed on July 21, 2021. The Sponsor is not subject to regulation by the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator with respect to the Fund, or a commodity trading advisor with respect to the Fund. The Fund issues shares (the “Shares”), which represent units of fractional undivided beneficial interest in the Fund. The Shares of the Fund are listed on the Cboe BZX Exchange, Inc. (“Cboe BZX Exchange” or the “Exchange”). The Shares were first listed for trading and the Fund commenced operations on January 11, 2024.
The Fund seeks to reflect generally the performance of the price of bitcoin before payment of the Fund's expenses and liabilities. The Shares are intended to offer a convenient means of making an investment similar to an investment in bitcoin relative to acquiring, holding and trading bitcoin directly on a peer-to-peer or other basis or via a digital asset platform. The Shares have been designed to remove obstacles associated with the complexities and operational burdens involved in a direct investment in bitcoin by providing an investment with a value that reflects the price of the bitcoin owned by the Fund at such time, less the Fund's expenses and liabilities. The Fund is not a proxy for a direct investment in bitcoin. Rather, the Shares are intended to provide a cost-effective alternative means of obtaining investment exposure through the securities markets that is similar to an investment in bitcoin. The Fund is a passive investment vehicle and is not a leveraged product. The Sponsor does not actively manage the bitcoin held by the Fund.
BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, or “BNYM,” is the Fund’s Administrator (the “Administrator”) and Transfer Agent (the “Transfer Agent”). BNYM also serves as the custodian of the Fund’s cash (the "Cash Custodian"). The Administrator is generally responsible for the day-to-day administration of the Fund, including the calculation of the Fund’s net asset value (“NAV”) per Share. The Bitcoin Custodian is responsible for safekeeping the bitcoin owned by the Fund. The Bitcoin Custodian is Coinbase Custody Trust Company, LLC (“Coinbase Custody”). Coinbase Inc., an affiliate of the Bitcoin Custodian, is the Fund’s Prime Broker. CSC Delaware Trust Company, a subsidiary of the Corporation Service Company (the “Trustee”), is the sole trustee of the Trust. Franklin Distributors, LLC is the marketing agent of the Fund (the “Marketing Agent”).
The Fund issues and redeems Shares only to certain eligible financial institutions called Authorized Participants and only in one or more blocks of 50,000 Shares (“Creation Units”). Creation Units are directly redeemable only by Authorized Participants. As of the period covered by this report, Creation Units are issued and redeemed in exchange for cash. The Shares are listed and traded on the Exchange under the ticker symbol “EZBC”. The market price of the Shares may be different than the Fund’s NAV per Share. The Fund issues and redeems Shares in Creation Units on a continuous basis at the applicable NAV per Share on the creation order date. Except when aggregated in Creation Units, the Shares are not redeemable securities.
The Fund is an “emerging growth company” as that term is used in the Securities Act of 1933, as amended (the “Securities Act”), and, as such, the Trust may elect to comply with certain reduced public company reporting requirements.
The accompanying Statements of Assets and Liabilities and Schedules of Investments at December 31, 2025 and March 31, 2025 and the Statements of Operations, Statements of Cash Flows and Statements of Changes in Net Assets for the periods ended December 31, 2025 and December 31, 2024, have been prepared on behalf of the Trust, as registrant, combined with its one currently offered series, the Fund (included above in a separate section of this report), and for the Fund separately, and are unaudited. In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position and results of operations for all periods stated have been made. In addition, interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Fund's financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
The fiscal year of the Trust and the Fund is March 31st.
2. SIGNIFICANT ACCOUNTING POLICIES
In preparing financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”), management of the Sponsor makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates.
The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
The following is a summary of significant accounting policies followed by the Trust and the Fund.
2.1. Basis of Presentation
The Sponsor has determined that the Fund falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that solely for accounting purposes, the Trust is classified as an Investment Company as defined in ASC 946.
The financial statements are presented for the Fund, which is the sole series of the Trust. Financial statements for the Trust, as the registrant, combined with the Fund are provided separately in this report. For the periods presented, there were no balances or activity for the Trust except for the Fund’s operations, as its sole series. These notes to the financial statements relate to the Fund, which is the sole series of the Trust. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Fund are enforceable only against the assets of the Fund and not against the assets of the Trust generally or any other series that the Trust may establish. Combined financial statements for the Trust as registrant, and the Fund are presented separately within this report.
2.2. Calculation of NAV and NAV per Share
The Sponsor has the exclusive authority to determine the Fund’s net asset value (“NAV”). The Sponsor has delegated to the Administrator the responsibility to calculate the NAV of the Fund, based on a pricing source selected by the Sponsor. In determining the Fund’s NAV, the Administrator generally will value the bitcoin held by the Fund based on the Index, unless the Sponsor in its sole discretion determines that the Index is unreliable. The CME CF Bitcoin Reference Rate – New York Variant for the Bitcoin – U.S. Dollar trading pair (the “CF Benchmarks Index”) shall constitute the Index, unless the CF Benchmarks Index is not available or the Sponsor in its sole discretion determines the CF Benchmarks Index is unreliable as the Index and therefore determines not to use the CF Benchmarks Index as the Index. If the CF Benchmarks Index is not available or the Sponsor determines, in its sole discretion, that the CF Benchmarks Index is unreliable (referred to herein as a “Fair Value Event”), the Fund’s holdings may be fair valued by the Sponsor.
On each Business Day, as soon as practicable after 4:00 PM Eastern Time (“ET”), the Administrator evaluates the bitcoin held by the Fund as reflected by the CF Benchmarks Index and determines the NAV of the Fund. For purposes of making these calculations, a Business Day means any day other than a day when the Cboe BZX Exchange is closed for regular trading. The Fund’s periodic financial statements may not utilize this net asset value of the Fund to the extent the methodology used to calculate the Index is deemed not to be consistent with GAAP.
2.3. Valuation of Bitcoin
The Fund’s financial statements are prepared in accordance with GAAP for interim financial information. Bitcoin is priced at 11:59:59 PM ET. The Fund determines the fair value of bitcoin based on the price provided by the bitcoin market that the Fund considers its “Principal Market” as of 11:59:59 PM ET on the valuation date. This fair value price is referred to as "Principal Market Price". With respect to the Fund’s bitcoin holdings, the Trust follows the provisions of the Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”) and utilize an exchange-traded price from the Fund’s principal market (or in the absence of a principal market, the most advantageous market) for bitcoin as of the Fund’s financial statement measurement date.
ASC 820 established a hierarchy that prioritized inputs to valuation techniques used to measure fair value. The three levels of inputs are:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3: Inputs that are unobservable for the asset or liability, including the Fund’s assumptions used in determining the fair value of investments.
On December 31, 2025 and March 31, 2025, the value of the bitcoin held by the Fund is categorized as Level 1.
2.4. Fees, Expenses, and Realized Gains (Losses)
The Fund’s only ordinary recurring expense is the Sponsor’s fee. In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Fund, including but not limited to the following: the fees charged by the Administrator, the Marketing Agent, the Custodians (the Cash Custodian and Bitcoin Custodian, collectively) and the Trustee, Cboe BZX Exchange listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses, and up to $500,000 per annum in ordinary legal fees and expenses. Bitcoin transactions are accounted for on a trade date basis. Realized gains or losses from the sale or disposition of bitcoin are determined on a specific identification basis and recognized in the Combined Statements of Operations in the period in which the sale or disposition occurs, respectively.
The Sponsor’s fee is accrued daily at an annualized rate equal to 0.19 % of the net asset value of the Fund and is payable at least quarterly in arrears in U.S. dollars. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver. The Fund will sell bitcoin as needed to pay the Sponsor’s fee. The Fund bears transaction costs, including any bitcoin network fees or other similar transaction fees, in connection with any sales of bitcoin necessary to pay the Sponsor’s fee, as well as other Fund expenses (if any) that are not assumed by the Sponsor (expenses assumed by the Sponsor are specified above). Any bitcoin network fees and similar transaction fees incurred in connection with the creation or redemption of Creation Units are borne by the Authorized Participant. For the quarter ended December 31, 2025, the Fund accrued the Sponsor’s Fee of $278,172 .
The Sponsor is not required to pay any extraordinary or non-routine expenses. Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Fund. The Fund will be responsible for the payment of such expenses to the extent any such expenses are incurred. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses. In addition, the Fund may incur certain other non-recurring expenses that are not assumed by the Sponsor (expenses assumed by the Sponsor are described above), including but not limited to, taxes and governmental charges, any applicable brokerage commissions, bitcoin network fees and similar transaction fees that qualify as extraordinary or non-routine expenses as described above, financing fees, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Fund to protect the Fund or the interests of Shareholders (including, for example, in connection with any fork of the bitcoin blockchain, any Incidental Rights and any IR Virtual Currency), any indemnification of the Cash Custodian, Bitcoin Custodian, Prime Broker, Administrator or other agents, service providers or counterparties of the Trust or the Fund and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters or legal expenses in excess of $500,000 per year. The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Fund in excess of the $500,000 per annum stipulated in the Sponsor Agreement. To the extent that the Sponsor does not voluntarily assume such fees and expenses, they will be the responsibility of the Fund. Because the Fund does not have any income, it will need to sell bitcoin to cover the Sponsor’s fee and expenses not assumed by the Sponsor, if any. Fund expenses not assumed by the Sponsor shall accrue daily and be payable by the Fund to the Sponsor at least quarterly in arrears. The Fund may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities will be sales of bitcoin held by the Fund. Even if there are no expenses other than those assumed by the Sponsor, and there are no other liabilities of the Fund, the Fund will still need to sell bitcoin to pay the Sponsor’s fee. The result of these sales is a decrease in the amount of bitcoin represented by each Share.
There have been no
2.5. Bitcoin Receivable and Payable
Bitcoin receivable or payable represents the quantity of bitcoin covered by contractually binding orders for the creation or redemption of Shares respectively, where the bitcoin has not yet been transferred to or from the Fund's account. Generally, ownership of the bitcoin is transferred within one business day of the trade date.
2.6. Income Taxes
The Fund is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust and the Fund are not subject to United States federal income tax. Instead, the Fund’s income, gain, losses, and expenses will “flow through” to the Shareholders, and the Administrator reports these to the Internal Revenue Service on that basis.
The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust and the Fund as of December 31, 2025 and March 31, 2025, and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
2.7. Creation and Redemption of Shares
The Fund issues and redeems Creation Units on a continuous basis. Creation Units are issued or redeemed in exchange for an amount of bitcoin and/or cash as determined by the Administrator on each day that Cboe BZX Exchange is open for regular trading.
For cash creation transactions, the amount of cash required to be delivered to the Fund will equal the amount of cash needed to purchase the amount of bitcoin represented by the Creation Unit(s) being created, as calculated by the Administrator, plus applicable fees, costs and adjustments. For cash redemption transactions, the Sponsor will arrange for the bitcoin represented by the Creation Unit(s) being redeemed to be sold and the cash proceeds, after applicable fees, costs and adjustments, distributed. No Shares are issued until the corresponding amount of bitcoin has been received in the Fund’s Trading Balance. Creation Units may be created or redeemed only by Authorized Participants, who pay (1) a transaction fee for each order to create or redeem Creation Units; (2) transfer, processing and other transaction costs charged by the Bitcoin Custodian in connection with the issuance or redemption of Creation Units for such order; and (3) any other expenses, taxes, charges or adjustments.
As of the end of the period covered by this report, the Authorized Participants deliver only cash to create Shares and receive only cash when redeeming Shares in the manner as described above.
Creation Units will be sold at a per-Share offering price that will vary depending on, among other things, the price of bitcoin and the trading price of the Shares on the Cboe BZX Exchange Inc. at the time of the offer. Shares offered at different times may have different offering prices.
Changes in the Shares for the quarter from October 1, 2025 to December 31, 2025 are as follows:
|
Shares
|
Amount^
| |||||||
|
Balance at October 1, 2025
|
$ | |||||||
|
Creation of Shares
|
||||||||
| Redemption of Shares | ( | ) | ( | ) | ||||
|
Balance at December 31, 2025
|
$ |
Changes in the Shares for the quarter October 1, 2024 to December 31, 2024 are as follows:
|
Shares
|
Amount^
| |||||||
|
Balance at October 1, 2024
|
$ | |||||||
|
Creation of Shares
|
||||||||
|
Redemption of Shares
|
( | ) | ( | ) | ||||
|
Balance at December 31, 2024
|
$ |
Changes in the Shares for the nine months from April 1, 2025 to December 31, 2025 are as follows:
|
Shares
|
Amount^
| |||||||
|
Balance at April 1, 2025
|
$ | |||||||
|
Creation of Shares
|
||||||||
|
Redemption of Shares
|
( | ) | ( | ) | ||||
|
Balance at December 31, 2025
|
$ |
Changes in the Shares for the nine months from April 1, 2024 to December 31, 2024 are as follows:
| Shares | Amount^ | |||||||
| Balance at April 1, 2024 | $ | |||||||
| Creation of Shares | ||||||||
| Redemption of Shares | ( | ) | ( | ) | ||||
| Balance at December 31, 2024 | $ |
^ Dollar amount of balance represents the cumulative fair value of creation of shares less the redemption of shares, at the time of the specific creation or redemption.
3. INVESTMENT IN BITCOIN
The following represents the changes in quantity of bitcoin held and the respective fair value during the quarter from October 1, 2025 to December 31, 2025:
|
Amount in bitcoin
|
Amount in US$
| |||||||
| Balance at October 1, 2025 | $ | |||||||
|
Bitcoin
purchased for the creation of Shares
|
||||||||
|
Bitcoin
sold for the redemption of Shares
|
( | ) | ( | ) | ||||
|
Principal
on bitcoin sales to pay expenses
|
( | ) | ( | ) | ||||
|
Net
realized gain (loss) from bitcoin sold for the redemption of shares and sold
to pay expenses
|
– | |||||||
|
Net
change in unrealized appreciation (depreciation) on investment in bitcoin
|
– | ( | ) | |||||
|
Balance
at December 31, 2025
|
$ |
The following represents the changes in quantity of bitcoin held and the respective fair value during the quarter from October 1, 2024 to December 31, 2024:
| Amount in bitcoin | Amount in US$ | |||||||
| Balance at October 1, 2024 | $ | |||||||
| Bitcoin purchased for the creation of Shares | ||||||||
| Bitcoin sold for the redemption of Shares | ( | ) | ( | ) | ||||
| Principal on bitcoin sales to pay expenses | ( | ) | ( | ) | ||||
| Net realized gain (loss) from bitcoin sold for the redemption of shares | – | |||||||
| Net change in unrealized appreciation (depreciation) on investment in bitcoin | – | |||||||
| Balance at December 31, 2024 | $ |
The following represents the changes in quantity of bitcoin held and the respective fair value during the nine months April 1, 2025 to December 31, 2025:
|
Amount in bitcoin
|
Amount in US$
| |||||||
|
Balance
at April 1, 2025
|
$ | |||||||
|
Bitcoin
purchased for the creation of Shares
|
||||||||
|
Bitcoin
sold for the redemption of Shares
|
( | ) | ( | ) | ||||
|
Principal
on bitcoin sales to pay expenses
|
( | ) | ( | ) | ||||
|
Net
realized gain (loss) from bitcoin sold for the redemption of shares
|
– | |||||||
|
Net
change in unrealized appreciation (depreciation) on investment in bitcoin
|
– | ( | ) | |||||
|
Balance
at December 31, 2025
|
$ |
The following represents the changes in quantity of bitcoin held and the respective fair value during the nine months April 1, 2024 to December 31, 2024:
|
Amount in bitcoin
|
Amount in US$
| |||||||
| Balance at April 1, 2024 | $ | |||||||
| Bitcoin purchased for the creation of Shares | ||||||||
|
Bitcoin
sold for the redemption of Shares
|
( | ) | ( | ) | ||||
|
Principal
on bitcoin sales to pay expenses
|
( | ) | ( | ) | ||||
|
Net
realized gain (loss) from bitcoin sold for the redemption of shares
|
– | |||||||
|
Net
change in unrealized appreciation (depreciation) on investment in bitcoin
|
– | |||||||
|
Balance
at December 31, 2024
|
$ |
4. RELATED PARTIES
The Sponsor of the Trust is Franklin Holdings, LLC. The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor generally oversees the performance of the Fund’s principal service providers but does not exercise day-to-day oversight over such service providers. The Sponsor, with assistance and support from the Administrator, is responsible for preparing and filing periodic reports on behalf of the Trust and the Fund with the SEC and will provide any required certification for such reports. The Sponsor has designated the independent registered public accounting firm of the Trust on behalf of the Fund and may from time to time employ legal counsel for the Fund.
Franklin Distributors, LLC serves as the Marketing Agent of the Fund. The Sponsor and the Marketing Agent are affiliates, and each is considered to be a related party to the Trust and the Fund. Franklin Resources, Inc. (“FRI”) is the ultimate parent company of the Sponsor and the Marketing Agent. FRI is the holding company for various subsidiaries that together are referred to as Franklin Templeton.
The Sponsor is a related party of the Trust and the Fund. The Fund pays the Sponsor a unitary fee for services performed pursuant to the Sponsor Agreement. The Marketing Agent is an affiliate of the Sponsor. Expenses payable to the Marketing Agent, if any, are paid through the Sponsor’s fee.
The Trust also considers Franklin Resources, Inc., the ultimate parent company of the Sponsor, to be a related party of the Trust and the Fund. As of December 31, 2025 and March 31, 2025, no
5. CONCENTRATION OF RISK
The Fund holds only bitcoin, which creates a concentration risk associated with fluctuations in the price of bitcoin. Accordingly, a decline in the price of bitcoin will have an adverse effect on the value of the Shares of the Fund. The trading prices of bitcoin have experienced extreme volatility in recent periods and may continue to fluctuate significantly. Extreme volatility in the future, including substantial, sustained, or rapid declines in the trading prices of bitcoin, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value. Factors adversely impacting the value of bitcoin and the Shares may include an increase in the global bitcoin supply or a decrease in global bitcoin demand; market conditions of, and overall sentiment towards, the digital assets and blockchain technology industry; trading activity on digital asset platforms, which, in many cases, are largely unregulated or may be subject to manipulation; the adoption of bitcoin as a medium of exchange, store-of-value or other consumptive asset and the maintenance and development of the open-source software protocol of the bitcoin network, and their ability to meet user demands; manipulative trading activity on digital asset platforms, which, in many cases, are largely unregulated; and forks in the bitcoin network, among other things.
6. FINANCIAL HIGHLIGHTS
|
For the Three Months Ended December 31, |
For the Nine Months Ended December 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
|
Net asset value per Share, beginning of period
|
$ | $ | $ | $ | ||||||||||||
|
Net investment loss(a)
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Net realized and unrealized gain (loss) on investment in bitcoin
|
( | ) | ||||||||||||||
|
Net change in net assets from operations(b)
|
( | ) | ||||||||||||||
|
Net asset value per Share, end of period
|
$ | $ | $ | $ | ||||||||||||
|
Total return, at net asset value(c)(d)
|
( | )% | % | % | % | |||||||||||
|
Ratio to average net assets(e)
|
||||||||||||||||
|
Net investment loss
|
( | )% | ( | )% | ( | )% | ( | )% | ||||||||
|
Gross expenses
|
% | % | % | % | ||||||||||||
| Net expenses | % | % | % | %(f) | ||||||||||||
(a)
(b)
(c)
(d)
(e)
(f)
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Trust, on behalf of the Fund, may enter into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.
8. INDEMNIFICATION
Under the Trust’s organizational documents, the Sponsor and its shareholders, members, directors, affiliates, officers, employees and subsidiaries are indemnified by the Trust against certain liabilities. The Fund has also agreed to indemnify certain of its other service providers, including the Administrator, the Marketing Agent, the Custodians and the Trustee (including its officers, affiliates, directors, employees, and agents), for certain liabilities incurred by such parties in connection with their respective agreements to provide services for the Fund.
The Sponsor will not be liable to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any bitcoin or other assets of the Fund or the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct.
The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith, or willful misconduct. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration of Trust. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.
The Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any series of the Trust is a party, except for the Trustee’s breach of its obligations pursuant to the Declaration of Trust or its own willful misconduct, bad faith or gross negligence. The Trustee and each of the Trustee’s officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence.
9. OPERATING SEGMENTS
The Fund, which is the sole series of the Trust, and the Trust operate as a operating segment, which is an investment portfolio. Executive officers of the Fund’s Sponsor perform the functions of the Chief Operating Decision Maker (CODM), evaluating fund-wide results and performance under a unified investment strategy. The CODM uses these measures to assess fund performance and allocate resources effectively. Internal reporting provided to the CODM aligns with the accounting policies and measurement principles used in the financial statements.
For information regarding segment assets, segment profit or loss, and significant expenses, refer to the Statements of Assets and Liabilities and the Statements of Operations, along with the related Notes to Financial Statements. The Schedules of Investments provide details of the Fund’s investments that generate returns such as realized and unrealized gains or losses. Performance metrics and expense ratios are disclosed in the Financial Highlights.
10. SUBSEQUENT EVENTS
The Trust and the Fund have evaluated subsequent events through the issuance of the financial statements and determined that no such events have occurred that require disclosure.
This information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Form 10-Q. This Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements involve risks and uncertainties. All statements (other than statements of historical fact) included in this Form 10-Q that address activities, events or developments that may occur in the future, including such matters as future bitcoin prices, bitcoin sales, costs, objectives, changes in commodity prices and market conditions (for bitcoin and the shares), the Trust’s and the Fund’s operations, the Sponsor’s plans and references to the Trust’s and the Fund’s future success and other similar matters are forward-looking statements. Words such as “could,” “would,” “may,” “expect,” “intend,” “estimate,” “predict,” and variations on such words or negatives thereof, and similar expressions that reflect our current views with respect to future events and Fund performance, are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties that are difficult to predict and many of which are outside of our control, and actual results could differ materially from those discussed. Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed therein. We express our estimates, expectations, beliefs, and projections in good faith and believe them to have a reasonable basis. However, we make no assurances that management’s estimates, expectations, beliefs, or projections will be achieved or accomplished. These forward-looking statements are based on assumptions about many important factors that could cause actual results to differ materially from those in the forward-looking statements. We do not intend to update any forward-looking statements even if new information becomes available or other events occur in the future, except as required by the federal securities laws.
Organization and Trust Overview
The Franklin Templeton Digital Holdings Trust (the “Trust”) was formed as a Delaware statutory trust on September 6, 2023, and is governed by the provisions of an Agreement and Declaration of Trust dated as of January 5, 2024. The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and is not a commodity pool for purposes of the Commodity Exchange Act (“CEA”). The Trust currently offers a single series, the Franklin Bitcoin ETF (the “Fund”), which is the sole series of the Trust. The Sponsor of the Trust and the Fund (the “Sponsor”) is Franklin Holdings, LLC. The Sponsor is not subject to regulation by the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator with respect to the Fund, or a commodity trading advisor with respect to the Fund. The Fund issues shares (the “Shares”), which represent units of fractional undivided beneficial interest in the Fund. The Shares of the Fund are listed on the Cboe BZX Exchange, Inc. (“Cboe BZX Exchange” or the “Exchange”).
The Shares were first listed for trading and the Fund commenced operations on January 11, 2024.
The Fund seeks to reflect generally the performance of the price of bitcoin before payment of the Fund's expenses and liabilities. The Shares are intended to offer a convenient means of making an investment similar to an investment in bitcoin relative to acquiring, holding and trading bitcoin directly on a peer-to-peer or other basis or via a digital asset platform. The Shares have been designed to remove obstacles associated with the complexities and operational burdens involved in a direct investment in bitcoin by providing an investment with a value that reflects the price of the bitcoin owned by the Fund at such time, less the Fund's expenses and liabilities. The Fund is not a proxy for a direct investment in bitcoin. Rather, the Shares are intended to provide a cost-effective alternative means of obtaining investment exposure through the securities markets that is similar to an investment in bitcoin. The Fund is a passive investment vehicle and is not a leveraged product. The Sponsor does not actively manage the bitcoin held by the Fund.
The Fund issues and redeems Shares only to eligible financial institutions called Authorized Participants and only in one or more blocks of 50,000 Shares (“Creation Units”). Creation Units are redeemable only by Authorized Participants. Individual Shares will not be redeemed by the Fund. As of the period covered by this report, Creation Units are issued and redeemed in
exchange for cash. The Shares are listed and traded on the Exchange under the ticker symbol “EZBC”. The market price of the Shares may be different than the Fund’s NAV per Share. The Fund issues and redeems Shares in Creation Units on a continuous basis at the applicable NAV per Share on the transaction order date.
The Fund’s only ordinary recurring expense is expected to be the Sponsor’s fee. In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Fund, including but not limited to the following: the fees charged by the Administrator, the Marketing Agent, the Custodians and the Trustee, Cboe BZX Exchange listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses, and up to $500,000 per annum in ordinary legal fees and expenses. The Sponsor paid the costs of the Fund’s organization and the initial offering costs, and may not seek reimbursement of such costs.
The Sponsor’s fee is accrued daily at an annualized rate equal to 0.19% of the net asset value of the Fund and is payable at least quarterly in arrears in U.S. dollars. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver. The Fund will sell bitcoin as needed to pay the Sponsor’s fee. The Fund bears transaction costs, including any bitcoin network fees or other similar transaction fees, in connection with any sales of bitcoin necessary to pay the Sponsor’s fee, as well as other Fund expenses (if any) that are not assumed by the Sponsor (expenses assumed by the Sponsor are specified above). Any bitcoin network fees and similar transaction fees incurred in connection with the creation or redemption of Creation Units are borne by the Authorized Participant. For a period from January 12, 2024 to August 2, 2024, the Sponsor waived a portion of the Sponsor’s Fee so that the Sponsor’s Fee after the fee waiver would be equal to 0.00% of the net asset value of the Fund for the first $10.0 billion of the Fund’s assets. Prior to the implementation of the waiver, for the one day period January 11, 2024, the Fund accrued the Sponsor fee of 0.29% ($21). In the future, if the Sponsor decides to waive all or a portion of the Sponsor’s Fee, Shareholders will be notified in a prospectus supplement, in the Fund’s periodic reports and/or on the Fund’s website for the Fund. Fees accrued for the quarter ended December 31, 2025 were $278,172.
The Fund is an “emerging growth company” as that term is used in the Securities Act of 1933, as amended (the “Securities Act”), and, as such, the Fund may elect to comply with certain reduced public company reporting requirements.
The NAV of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets. The NAV is calculated on each business day and is equal to the aggregate value of the Trust’s assets less its liabilities based on the Index price. In determining the NAV of the Trust on any business day, the Administrator will calculate the price of the bitcoin held by the Trust as of 4:00 PM ET on such day. The Administrator will also calculate the “NAV per Share” of the Trust, which equals the NAV of the Trust divided by the number of outstanding Shares. For purposes of making these calculations, a business day means any day other than a day when the Exchange is closed for regular trading.
The Administrator will rely on the Index as the index price to be used when determining NAV. However, determining the value of the Trust’s bitcoin using the Index is not in accordance with GAAP, and therefore is not used in the Trust’s financial statements. The Trust’s bitcoins are carried, for financial statement purposes, at fair value, as required by GAAP. The Trust determines the fair value of bitcoin based on the price provided by the bitcoin market that the Trust considers its “principal market” as of 11:59:59 PM, ET on the valuation date. The net asset value of the Trust determined on a GAAP basis is referred to as the “Principal Market NAV” and the net asset value of the Trust per Share determined on a GAAP basis is referred to as the “Principal Market NAV per Share”.
The Sponsor identifies and determines the Fund’s principal market (or in the absence of a principal market, the most advantageous market) for bitcoin consistent with the application of fair value measurement framework in FASB ASC 820-10. The principal market is the market where the reporting entity would normally enter into a transaction to sell the asset or transfer the liability. The principal market must be available to and be accessible to the reporting entity. The reporting entity is the Trust, on behalf of the Fund.
Under ASC 820-10, a principal market is generally the market with the greatest volume and activity level for the asset or liability. The determination of the principal market will generally be based on the market with the greatest volume and level of activity that can be accessed.
NAV and NAV per Share are not measures calculated in accordance with GAAP and are not intended as substitute for Principal Market NAV and Principal Market NAV per Share, respectively.
Critical Accounting Policies
The Trust’s and the Fund’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Fund’s as well as the Trust’s financial position and results of operations. These estimates and assumptions affect the Fund’s as well as the Trust’s application of accounting policies. A description of the valuation of bitcoin, a critical accounting policy that is important to understanding the results of operations and financial position of the Trust and the Fund is presented in the Trust’s Annual Report on Form 10-K in the section entitled “Calculation of Net Asset Value, Valuation of Bitcoin and The CF Benchmark Index.” In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s and the Fund’s accounting policies.
Discussion of Operations
At December 31, 2025, the Custodian held 5,727.6529 bitcoins on behalf of the Fund, with a market value of $500,957,877 (cost: $426,448,438) based on the Principal Market Price at period end.
Results of Operations for the quarter ended December 31, 2025
For the three months ended December 31, 2025, 500,000 Shares were issued in exchange for 289.3033 bitcoins and 600,000 Shares were redeemed in exchange for 347.1368 bitcoins. The Fund’s NAV per Share began the quarter at $66.11 and ended the quarter at $50.59. The 23.48% decrease in the Fund’s NAV from $66.11 at September 30, 2025 to $50.59 at December 31, 2025 is directly related to the 23.43% decrease in the price of bitcoin. The Fund’s NAV decreased slightly more than the price of bitcoin on a percentage basis due to the Sponsor’s fee of $278,172 for the quarter.
Net realized and change in unrealized loss on investment in bitcoin for the three months ended December 31, 2025, was approximately $156,834,907 which includes a realized gain of $161,331 on the sale of bitcoin to pay the Sponsor Fee, net realized gain on investment in bitcoin sold for redemptions of $6,304,550 and net change in unrealized depreciation on investment in bitcoin of approximately $163,300,788. Net realized and change in unrealized loss on investment in bitcoin for the period was driven by bitcoin price depreciation from $114,223.01 per unit as of September 30, 2025 to $87,463.03 per unit as of December 31, 2025. Net decrease in net assets resulting from operations was approximately $157,113,079 for the three months ended December 31, 2025, which consisted of the net realized and change in unrealized loss on investment in bitcoin of $156,834,907, and the Sponsor Fee of $278,172. Net assets decreased to approximately $500,874,538 on December 31, 2025. The decrease in net assets primarily resulted from the aforementioned bitcoin price depreciation and net capital share transactions of approximately $3,062,848.
Results of Operations for the quarter ended December 31, 2024
For the three months ended December 31, 2024, 1,500,000 Shares were issued in exchange for 869.5836 bitcoins and 600,000 Shares were redeemed in exchange for 347.8288 bitcoins. The Fund’s NAV per Share began the period at $36.92 and ended the period at $54.11. The 46.56% increase in the Fund's NAV from $36.92 at September 30, 2024 to $54.11 at December 31, 2024 is directly related to the 46.62% increase in the price of bitcoin. The Fund's NAV increased slightly less than the price of bitcoin on a percentage basis due to the Sponsor's fee, which was $295,795 for the quarter.
Net realized and unrealized gain on investment in bitcoin for the three months ended December 31, 2024, was approximately $214,180,379 which includes a realized gain of $927 on the sale of bitcoin to pay the Sponsor Fee, net realized gain on investment in bitcoin sold for redemptions of $2,813,792 and net change in unrealized appreciation on investment in bitcoin of approximately $211,365,660. Net realized and unrealized gain on investment in bitcoin for the period was driven by bitcoin price appreciation from $63,677.63 per unit as of September 30, 2024 to $93,365.36 per unit as of December 31, 2024. Net increase in net assets resulting from operations was approximately $213,884,584 for the three months ended December 31, 2024, which consisted of the net realized and unrealized gain on investment in bitcoin of $214,180,379, offset by the Sponsor Fee of $(295,795). Net assets increased to approximately $711,570,074 on December 31, 2024. The increase in net assets primarily resulted from the aforementioned bitcoin price appreciation and net capital share transactions of approximately of $45,394,849.
Results of Operations for the nine months ended December 31, 2025
For the nine months ended December 31, 2025, 2,950,000 Shares were issued in exchange for 1,707.8385 bitcoins and 1,600,000 Shares were redeemed in exchange for 926.2185 bitcoins. The Fund’s NAV per Share began the period at $48.05 and ended the period at $50.59. The 5.29% increase in the Fund’s NAV from $48.05 at March 31, 2025 to $50.59 at December 31, 2025 is directly related to the 5.43% increase in the price of bitcoin. The Fund’s NAV increased slightly less than the price of bitcoin on a percentage basis due to the Sponsor’s fee of $812,154 for the period.
Net realized and change in unrealized gain on investment in bitcoin for the nine months ended December 31, 2025, was approximately $110,238 which includes a realized gain of $318,730 on the sale of bitcoin to pay the Sponsor Fee, net realized gain on investment in bitcoin sold for redemptions of $22,457,335 and net change in unrealized depreciation on investment in bitcoin of approximately $22,665,827. Net realized and change in unrealized gain on investment in bitcoin for the period was driven by bitcoin price appreciation from $82,956.00 per unit as of March 31, 2025 to $87,463.03 per unit as of December 31, 2025. Net decrease in net assets resulting from operations was approximately $701,916 for the nine months ended December 31, 2025, which consisted of the net realized and change in unrealized gain on investment in bitcoin of $110,238, offset by the Sponsor Fee of $812,154. Net assets increased to approximately $500,874,538 on December 31, 2025. The increase in net assets primarily resulted from the aforementioned bitcoin price appreciation and net capital share transactions of approximately of $90,719,111.
Results of Operations for the nine months ended December 31, 2024
For the nine months ended December 31, 2024, 7,350,000 Shares were issued in exchange for 4,262.4171 bitcoins and 2,550,000 Shares were redeemed in exchange for 1,478.794 bitcoins. The Fund’s NAV per Share began the period at $40.95 and ended the period at $54.11. The 32.14% increase in the Fund's NAV from $40.95 at March 31, 2024 to $54.11 at December 31, 2024 is directly related to the 32.25% increase in the price of bitcoin. The Fund's NAV increased slightly less than the price of bitcoin on a percentage basis due to the net Sponsor's fee post waiver, which was $419,080 for the period.
Net realized and unrealized gain on investment in bitcoin for the nine months ended December 31, 2024, was approximately $180,685,417 which includes a realized loss of $1,920 on the sale of bitcoin to pay the Sponsor Fee, net realized gain on investment in bitcoin sold for redemption of $1,659,645 and net change in unrealized appreciation on investment in bitcoin of approximately $179,027,692. Net realized and unrealized gain on investment in bitcoin for the period was driven by bitcoin price appreciation from $70,596.99 per unit as of March 31, 2024 to $93,365.36 per unit as of December 31, 2024. Net increase in net assets resulting from operations was approximately $180,266,337 for the nine months ended December 31, 2024, which consisted of the net realized and unrealized gain on investment in bitcoin of $180,685,417, offset by the net Sponsor's fee post waiver of $419,080. Net assets increased to approximately $711,570,074 on December 31, 2024. The increase in net assets primarily resulted from the aforementioned bitcoin price appreciation and net capital share transactions of approximately $189,402,632.
Liquidity and Capital Resources
The Fund is not aware of any trends, demands, commitments, events, or uncertainties that are reasonably likely to result in material changes to its liquidity needs. The Fund’s only ordinary recurring expense is expected to be the Sponsor’s fee. In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Fund, including but not limited to the following: the fees charged by the Administrator, the Marketing Agent, the Custodians and the Trustee, Cboe BZX Exchange listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and expenses, up to $500,000 per annum in ordinary legal fees and expenses. The Sponsor will also pay the costs of the Fund’s organization and the initial offering costs, and may not seek reimbursement of such costs.
The Sponsor’s fee is accrued daily at an annualized rate equal to 0.19% of the net asset value of the Fund and is payable at least quarterly in arrears in U.S. dollars. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver. The Fund will sell bitcoin as needed to pay the Sponsor’s fee. From January 12, 2024 to August 2, 2024, the Sponsor waived a portion of the Sponsor’s Fee so that the Sponsor’s Fee after the fee waiver would be equal to 0.00% of the net asset value of the Fund for the first $10.0 billion of the Fund’s assets. In the future, if the Sponsor decides to waive all or a portion of the Sponsor’s Fee, Shareholders will be notified in a prospectus supplement, in the Fund’s periodic reports and/or on the Sponsor’s website for the Fund. Fees accrued for the quarter ended December 31, 2025 were $278,172.
The Fund bears transaction costs, including any bitcoin network fees or other similar transaction fees, in connection with any sales of bitcoin necessary to pay the Sponsor’s fee, as well as other Fund expenses (if any) that are not assumed by the Sponsor (expenses assumed by the Sponsor are specified above). Any bitcoin network fees and similar transaction fees incurred in connection with the creation or redemption of Creation Units are borne by the Authorized Participant.
Off-Balance Sheet Arrangements
At December 31, 2025 and March 31, 2025, the Fund as well as the Trust did not have any off-balance sheet arrangements
Historical Bitcoin Prices
Analysis of Movements in the Price of Bitcoin
As movements in the price of bitcoin are expected to directly affect the price of the Fund’s shares, it is important for investors to understand and follow movements in the price of bitcoin. Past movements in the bitcoin price are not indicators of future movements.
The following chart shows movements in the price of bitcoin based on the CME CF Bitcoin Reference Rate – New York Variant for the Bitcoin – U.S. Dollar trading pair (the “CF Benchmarks Index”) in U.S. dollars per unit over the period from October 1, 2025 to December 31, 2025.
The average, high, low and end-of-period bitcoin prices based on the CME CF Bitcoin Reference Rate - New York Variant for the period are as below:
|
Period
|
Average | High | Date | Low | Date | End of period (1) | Last business day | |
|
October 1, 2025 to December 31, 2025
|
100,148.06 | 125,663.20 | October 6, 2025 | 84,005.74 | November 21, 2025 | 87,315.53 | December 31, 2025 |
(1) The end of period bitcoin price is the CME CF Bitcoin Reference Rate - New York Variant on the last business day of the period.
The Fund is a passive investment vehicle. It is not actively managed. The investment objective of the Fund is to seek to reflect generally the performance of the price of bitcoin before payment of the Fund’s expenses and liabilities. Fluctuations in the price of bitcoin will affect the value of the Fund’s Shares.
Disclosure Controls and Procedures
The duly authorized officers of the Sponsor, performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded as of the end of the period covered by this report on Form 10-Q that the disclosure controls and procedures of the Trust operated effectively at reasonable assurance levels.
The disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported, within the time period specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate, to allow timely decisions regarding required disclosure. It is important to note that no set of controls, no matter how reasonably designed, can detect every error.
The duly authorized officers of the Sponsor, performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, have evaluated the effectiveness of the Fund's disclosure controls and procedures, and have concluded as of the end of the period covered by this report on Form 10-Q that the disclosure controls and procedures of the Fund operated effectively at reasonable assurance levels.
The disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, on behalf of the Fund, are recorded, processed, summarized and reported, within the time period specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate, to allow timely decisions regarding required disclosure. It is important to note that no set of controls, no matter how reasonably designed, can detect every error.
Internal Control Over Financial Reporting
There were no changes in the Trust’s and the Fund’s internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Trust’s and/or the Fund’s internal control over financial reporting.
Each of the Sarbanes-Oxley certifications included as exhibits to this filing apply with respect to both the operations of both the Fund, as the sole series of the Trust, and the Trust as registrant.
Part II. OTHER INFORMATION
From time to time, the Trust and/or the Fund may be a party to certain legal proceedings in the ordinary course of business. As of February 17, 2026, the Trust and the Fund are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against the Trust or Fund.
You should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended March 31, 2025, which could materially affect our business, financial condition or future results. Except as noted below, there have been no material changes in our risk factors from those disclosed in our 2025 Annual Report on Form 10-K.
The risks described in our Annual Report on Form 10-K are not the only risks facing the Trust and the Fund. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Prices of bitcoin may be affected due to stablecoins (including Tether and USDC), the activities of stablecoin issuers and their regulatory treatment
While the Fund does not invest in stablecoins, it may nonetheless be exposed to risks that stablecoins pose for the bitcoin market and other digital asset markets. Stablecoins are digital assets designed to have a stable value over time as compared to typically volatile digital assets and are typically marketed as being pegged to a fiat currency, such as the U.S. dollar, at a certain value. Although the prices of stablecoins are intended to be stable, their market value may fluctuate. This volatility has in the past apparently impacted the price of bitcoin. Stablecoins are a relatively new phenomenon, and it is impossible to know all of the risks that they could pose to participants in the bitcoin market. Like CBDCs, stablecoins could compete with, or replace, bitcoin and other digital assets as a medium of exchange or store of value. In addition, some have argued that some stablecoins, particularly Tether, are improperly issued without sufficient backing in a way that, when the stablecoin is used to pay for bitcoin, could cause artificial rather than genuine demand for bitcoin, artificially inflating the price of bitcoin, and also argue that those associated with certain stablecoins may be involved in laundering money.
USDC is a reserve-backed stablecoin issued by Circle Internet Financial that is commonly used as a method of payment in digital asset markets, including the bitcoin market. While USDC is designed to maintain a stable value at 1 U.S. dollar at all times, on March 10, 2023, the value of USDC fell below $1.00 for multiple days after Circle Internet Financial disclosed that US$3.3 billion of the USDC reserves were held at Silicon Valley Bank, which had entered FDIC receivership earlier that day. Stablecoins are reliant on the U.S. banking system and U.S. treasuries, and the failure of either to function normally could impede the function of stablecoins, and therefore could adversely affect the value of the Shares.
Given the foundational role that stablecoins play in global digital asset markets, their fundamental liquidity can have a dramatic impact on the broader digital asset market, including the market for bitcoin. A significant portion of the digital asset market continues to depend on stablecoins such as Tether and USDC. As such, any disruption in the operation or perceived stability of these stablecoins such as a disorderly de-pegging event or a loss of market confidence resulting in a run on reserves could lead to substantial market volatility across digital assets more broadly.
Additional risks such as operational failures (e.g., technical issues that prevent settlement), concerns regarding the adequacy or transparency of reserve assets backing stablecoins, the use of unbacked or undercollateralized stablecoins in potentially manipulative trading practices and regulatory scrutiny of stablecoin issuers or intermediaries, including exchanges that facilitate stablecoin transactions, may also adversely affect market confidence and liquidity. Further, these risks are underscored by recent legislative developments. On July 18, 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (“GENIUS Act”) was enacted, establishing a federal regulatory framework for payment stablecoins. The GENIUS Act will become effective on July 18, 2028. The GENUIS Act prohibits the issuance or use of payment stablecoins unless the issuer obtains a qualifying license and complies with a range of regulatory requirements, including reserve backing with liquid assets, redemption rights, governance standards, and operational transparency. The GENIUS Act also restricts the payment of interest on stablecoins and imposes oversight on both bank and nonbank issuers. The enactment of the GENIUS Act, or the removal or migration of prominent stablecoins from the Bitcoin network, could reduce the willingness of market participants to engage in digital asset transactions that rely on stablecoins, diminish liquidity in the bitcoin market, and adversely affect the price of bitcoin. Any such developments could, in turn, materially and adversely impact the value of the Shares.
Disruptions or other problems in the supply chain for bitcoin mining hardware and difficulties in obtaining new hardware could cause harm to the Bitcoin network
Manufacture, assembly and delivery of hardware and components for mining operations can be complex and protracted processes, in the course of which various problems could arise, including disruptions or delays in the supply chain, product quality control issues, as well as other external factors.
Mining operations can ordinarily only be profitable if the costs associated with bitcoin mining, including hardware costs, are lower than the price of bitcoin itself. In the course of the normal operation of bitcoin mining facilities, miners and other critical equipment and materials related to data center construction and maintenance, such as containers, switch gears, transformers and cables, will experience ordinary wear and tear and may also face more significant malfunctions. Declines in the condition of miners and other hardware will require bitcoin miners, over time, to repair or replace those miners.
Additionally, as the technology evolves, miners may be required to acquire newer models of mining hardware and machines to remain competitive in the market. Any upgrading process may require substantial capital investment, and miners may face challenges in doing so on a timely and cost-effective basis. The business of bitcoin miners will be subject to limitations inherent within the supply chain of their mining hardware equipment and components, including competitive, governmental, and legal limitations, and other events. For example, many miners will significantly rely on foreign imports to obtain mining hardware equipment and materials. Any global trade disruption, introductions of tariffs, trade barriers and bilateral trade frictions, together with any potential downturns in the global economy resulting therefrom, could adversely affect the necessary supply chains for mining hardware. Depending on the magnitude of such effects on the mining hardware supply chain, shipments of parts for mining hardware, or new mining hardware and equipment, may be delayed.
There are a small number of major suppliers of bitcoin mining hardware globally, and a significant amount of bitcoin mining hardware manufacturing is located in China. Mining hardware manufacturers may fail to supply the mining hardware due to their inability to manufacture sufficient mining hardware, whether due to shortages of components or resources such as semiconductors, or changes of laws and trade restrictions (including export/import restrictions, quotas or tariffs), or due to insolvency, or non-performance or default on their contracts. Trade policies such as export/import restrictions, quotas or tariffs may reduce the ability of bitcoin mining hardware suppliers to supply miners with bitcoin mining hardware or create a shortage or lack of components necessary for their manufacture or repair. If bitcoin miners are unable to source mining hardware from those suppliers (for example due to overwhelming global demand for bitcoin miners, or due to trade restrictions, or other causes) at commercially reasonable prices, or at all, and replacement or substitute sources of bitcoin mining hardware prove to be unavailable, there could be a negative impact on bitcoin mining globally. These could affect the Bitcoin network by making it more difficult for transactions to be confirmed, increase transaction costs, or affect the Bitcoin network’s security, among other negative effects, any of which could negatively affect the value of bitcoin and consequently the Shares.
Further, the first-generation application specific integrated circuit (“ASIC”) chips and other critical components for mining equipment may be subject to price fluctuations or shortages. For example, the ASIC chip is the key component of a mining machine as it determines the efficiency of the device. The production of ASIC chips typically requires highly sophisticated silicon wafers, which currently only a small number of fabrication facilities, or wafer foundries, in the world are capable of producing. There have been previous microchip shortages which led to price fluctuations and disruption in the supply of key bitcoin mining hardware components. ASIC chips have recently been subject to supply and demand fluctuations, significant price increases and shortages. Shortages of ASIC chips could create problems in the supply chain for bitcoin mining equipment, negatively affecting the Bitcoin network by making it more difficult for transactions to be confirmed or increasing transaction costs, or even affecting network security, which again could cause the value of bitcoin and the Shares to decline.
If regulators or public utilities take actions that restrict or otherwise impact mining activities, such actions could result in decreased security of a digital asset network, including the Bitcoin network, which could adversely affect the value of the Shares
Concerns have been raised about the electricity required to secure and maintain digital asset networks. Although measuring the electricity consumed by the process of securing and maintaining digital asset networks is difficult because these operations are performed by various machines with varying levels of efficiency, the process consumes a significant amount of energy. Driven by concerns around energy consumption and the impact on public utility companies, various states and cities have implemented, or are considering implementing, moratoriums on mining activity in their jurisdictions.
The operations of digital asset networks can consume significant amounts of electricity, which may have a negative environmental impact and give rise to public opinion against allowing, or government regulations restricting, the use of electricity for mining operations, in the case of proof-of-work networks. Additionally, miners on proof-of-work networks may be forced to cease operations during an electricity shortage or power outage, or if electricity prices increase where the mining activities are performed.
Digital asset treasury companies risk.
In recent times, a number of companies engaged in businesses outside the digital assets industry have begun to hold their corporate treasuries in digital assets instead of in fiat currency (“digital asset treasury companies”). In some cases, these companies have raised funds through financing or securities offerings and applied the proceeds to purchase digital assets, including bitcoin.
Digital asset treasury companies are a relatively new phenomenon and it is difficult to predict their long-term sustainability, and therefore their impact to digital asset markets, and to the Fund. Digital asset treasury companies may increase procyclical dynamics in the market because they may purchase digital assets, such as bitcoin, when prices are rising and they may in certain circumstances be forced to sell such assets when prices are decreasing, potentially causing downward pressure on bitcoin prices in a falling market (causing prices to fall faster than they otherwise would). Digital asset treasury companies could cause greater volatility in digital asset markets, including markets for bitcoin. Negative events or sentiment surrounding digital asset treasury companies could affect the market for bitcoin. The foregoing or similar events involving digital asset treasury companies could adversely affect holders of Shares in the Fund.
Disruptions or other problems in the supply chain for bitcoin mining hardware and difficulties in obtaining new hardware could cause harm to the Bitcoin network.
Manufacture, assembly and delivery of hardware and components for mining operations can be complex and protracted processes, in the course of which various problems could arise, including disruptions or delays in the supply chain, product quality control issues, as well as other external factors.
Mining operations can ordinarily only be profitable if the costs associated with bitcoin mining, including hardware costs, are lower than the price of bitcoin itself. In the course of the normal operation of bitcoin mining facilities, miners and other critical equipment and materials related to data center construction and maintenance, such as containers, switch gears, transformers and cables, will experience ordinary wear and tear and may also face more significant malfunctions. Declines in the condition of miners and other hardware will require bitcoin miners, over time, to repair or replace those miners.
Additionally, as the technology evolves, miners may be required to acquire newer models of mining hardware and machines to remain competitive in the market. Any upgrading process may require substantial capital investment, and miners may face challenges in doing so on a timely and cost-effective basis. The business of bitcoin miners will be subject to limitations inherent within the supply chain of their mining hardware equipment and components, including competitive, governmental, and legal limitations, and other events.
For example, many miners will significantly rely on foreign imports to obtain mining hardware equipment and materials. Any global trade disruption, introductions of tariffs, trade barriers and bilateral trade frictions, together with any potential downturns in the global economy resulting therefrom, could adversely affect the necessary supply chains for mining hardware. Depending on the magnitude of such effects on the mining hardware supply chain, shipments of parts for mining hardware, or new mining hardware and equipment, may be delayed.
There are a small number of major suppliers of bitcoin mining hardware globally, and a significant amount of bitcoin mining hardware manufacturing is located in China. Mining hardware manufacturers may fail to supply the mining hardware due to their inability to manufacture sufficient mining hardware, whether due to shortages of components or resources such as semiconductors, or changes of laws and trade restrictions (including export/import restrictions, quotas or tariffs), or due to insolvency, or non-performance or default on their contracts. Trade policies such as export/import restrictions, quotas or tariffs may reduce the ability of bitcoin mining hardware suppliers to supply miners with bitcoin mining hardware or create a shortage or lack of components necessary for their manufacture or repair. If bitcoin miners are unable to source mining hardware from those suppliers (for example due to overwhelming global demand for bitcoin miners, or due to trade restrictions, or other causes) at commercially reasonable prices, or at all, and replacement or substitute sources of bitcoin mining hardware prove to be unavailable, there could be a negative impact on bitcoin mining globally. These could affect the Bitcoin network by making it more difficult for transactions to be confirmed, increase transaction costs, or affect the Bitcoin network’s security, among other negative effects, any of which could negatively affect the value of bitcoin and consequently the Shares.
Further, the first-generation application specific integrated circuit (“ASIC”) chips and other critical components for mining equipment may be subject to price fluctuations or shortages. For example, the ASIC chip is the key component of a mining machine as it determines the efficiency of the device. The production of ASIC chips typically requires highly sophisticated silicon wafers, which currently only a small number of fabrication facilities, or wafer foundries, in the world are capable of producing. There have been previous microchip shortages which led to price fluctuations and disruption in the supply of key bitcoin mining hardware components. ASIC chips have recently been subject to supply and demand fluctuations, significant price increases and shortages. Shortages of ASIC chips could create problems in the supply chain for bitcoin mining equipment, negatively affecting the Bitcoin network by making it more difficult for transactions to be confirmed or increasing transaction costs, or even affecting network security, which again could cause the value of bitcoin and the Shares to decline.
The trading prices of many digital assets, including bitcoin, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further declines in the trading prices of bitcoin, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value.
The trading prices of many digital assets, including bitcoin, have experienced extreme volatility in recent periods and may continue to do so. For instance, the average one-year trailing volatility of bitcoin over the past ten years to date remains elevated at 81%. There were steep increases in the value of certain digital assets, including bitcoin, over the course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for bitcoin. In the 2021-2022 cycle, the price of bitcoin peaked at $67,734 and bottomed at $15,632, marking a steep 77% drawdown. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout bitcoin’s history, including in 2011, 2013-2014, and 2017-2018, before repeating again in 2021-2022. As of the end of the reporting period covered herein, digital asset prices have continued to fluctuate. For example, bitcoin lost approximately 14% of its value according to some sources in mid-October 2025 as part of wider digital asset market turmoil, widely attributed to global trade tensions, which triggered a number of dislocations in the digital asset market (the “October 2025 Flash Crash”), including liquidations of up to $20 billion in collateral in the form of various digital assets (including, but not limited to, bitcoin) securing trades (particularly perpetual futures contracts and various forms of financing transactions), along with reported service interruptions, halted orders, forced unwinding of trades, and other issues, across centralized and decentralized exchanges.
Extreme volatility may persist and the value of the Shares may significantly decline in the future without recovery. The digital asset markets may still be experiencing a bubble or may experience a bubble again in the future. For example, in the first half of 2022, each of Celsius Network, Voyager Digital Ltd., and Three Arrows Capital declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX Trading Ltd. (“FTX”), one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives, including its former CEO. In addition, several other entities in the digital asset industry filed for bankruptcy following FTX’s bankruptcy filing, such as BlockFi Inc. and Genesis Global Capital, LLC (“Genesis”). In response to these events (collectively, the “2022 Events”), the digital asset markets have experienced extreme price volatility and other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital asset markets. These events have also negatively impacted the liquidity of the digital asset markets as certain entities affiliated with FTX engaged in significant trading activity. If the liquidity of the digital asset markets continues to be negatively impacted by these events, digital asset prices, including bitcoin, may continue to experience significant volatility or price declines and confidence in the digital asset markets may be further undermined. In addition, regulatory and enforcement scrutiny increased in response to these events, and could further increase in response to similar events in the future, including federal as well as state regulators and authorities.
The price of some digital assets, including bitcoin, has fluctuated significantly following the election of Donald Trump as president of the United States. Industry participants generally expect the administration to continue to take a constructive approach toward the digital assets industry. Through his executive orders, President Trump has indicated that the administration will work toward providing greater regulatory clarity and certainty for emerging technologies, including blockchain technology and digital assets, thereby fostering their development. Similarly, the digital assets industry expects favorable legislation from the new U.S. Congress as certain members have expressed interest in advancing digital asset specific legislation. To the extent market expectations about future activity by the administration or Congress lead digital asset prices and valuations to increase, there can be no assurance such expectations will be fulfilled, or that digital asset prices will rise or maintain their current levels. Some commentators have referred to the digital asset market post-President Trump's election as a bubble. There can be no assurance that such a bubble does not exist. The failure of the administration and Congress to provide greater regulatory clarity and certainty for blockchain technology and digital assets, such as through promulgating a regulatory framework governing the issuance and operation of digital assets that meets industry expectations, could lead to a decline in digital assets prices, including bitcoin. Such a decline could cause a decline in the value of the Shares and cause Shareholders to suffer losses. Moreover, there can be no assurance that political dynamics and sentiments toward the digital asset industry, or market perceptions of those sentiments, will not shift over time.
Extreme volatility in the future, including further declines in the trading prices of bitcoin, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value. The Fund is not actively managed and will not take any actions to take advantage, or mitigate the impacts, of volatility in the price of bitcoin.
Due to the unregulated nature and lack of transparency surrounding the operations of digital asset exchanges, which may experience fraud, manipulation, security failures or operational problems, as well as the wider bitcoin market, the value of bitcoin and, consequently, the value of the Shares may be adversely affected, causing losses to Shareholders.
Risk of loss of market confidence due to lack of established regulatory framework. Digital asset exchanges are relatively new and, in some cases, may be unregulated or subject to regulation by a relevant jurisdiction but potentially non-compliant with such regulations. Many operate outside the United States. Furthermore, while many prominent digital asset exchanges provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance, many digital asset exchanges do not provide this information. Digital asset exchanges may not be subject to, or may not comply with, regulation in a similar manner as other regulated trading platforms, such as national securities exchanges or designated contract markets. As a result, the marketplace may lose confidence in digital asset exchanges, including prominent exchanges that handle a significant volume of bitcoin trading.
Risk of manipulative activity (e.g., wash trading, front running or other fraudulent practices). Many digital asset exchanges are unlicensed, may be unregulated or subject to regulation by a relevant jurisdiction but potentially non-compliant with such regulations, operate without extensive supervision by governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. In particular, those located outside the United States may be subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions, and may take the position that they are not subject to laws and regulations that would apply to a national securities exchange or designated contract market in the United States, or may, as a practical matter, be beyond the ambit of U.S. regulators. As a result, trading activity on or reported by these digital asset exchanges is generally significantly less regulated than trading in regulated U.S. securities and commodities markets, and may reflect behavior that would be prohibited in regulated U.S. trading venues. For example, in 2019 there were reports claiming that 80.95% of bitcoin trading volume on digital asset exchanges was false or noneconomic in nature, with specific focus on unregulated exchanges located outside of the United States. Such reports alleged that certain overseas exchanges have displayed suspicious trading activity suggestive of a variety of manipulative or fraudulent practices, such as fake or artificial trading volume or trading volume based on non-economic “wash trading” (where offsetting trades are entered into for other than bona fide reasons, such as the desire to inflate reported trading volumes), and attributed such manipulative or fraudulent behavior to motives like the incentive to attract listing fees from token issuers who seek the most liquid and high-volume exchanges on which to list their coins.
Other academics and market observers have put forth evidence to support claims that manipulative trading activity has occurred on certain bitcoin exchanges. For example, in a 2017 paper titled “Price Manipulation in the Bitcoin Ecosystem” sponsored by the Interdisciplinary Cyber Research Center at Tel Aviv University, a group of researchers used publicly available trading data, as well as leaked transaction data from a 2014 Mt. Gox security breach, to identify and analyze the impact of “suspicious trading activity” on Mt. Gox between February and November 2013, which, according to the authors, caused the price of bitcoin to increase from around $150 to more than $1,000 over a two-month period. In August 2017, it was reported that a trader or group of traders nicknamed “Spoofy” was placing large orders on Bitfinex without actually executing them, presumably in order to influence other investors into buying or selling by creating a false appearance that greater demand existed in the market. In December 2017, an anonymous blogger (publishing under the pseudonym Bitfinex’d) cited publicly available trading data to support his or her claim that a trading bot nicknamed “Picasso” was pursuing a paint-the-tape-style manipulation strategy by buying and selling bitcoin and bitcoin cash between affiliated accounts in order to create the appearance of substantial trading activity and thereby influence the price of such assets. Even in the United States, there have been allegations of wash trading even on regulated venues. Any actual or perceived false trading in the digital asset exchange market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of bitcoin and/or negatively affect the market perception of bitcoin.
The bitcoin market globally and in the United States is not subject to comparable regulatory guardrails as exist in regulated securities markets. Furthermore, many bitcoin trading venues lack certain safeguards put in place by exchanges for more traditional assets to enhance the stability of trading on the exchanges and prevent “flash crashes,” such as limit-down circuit breakers, as demonstrated by the October 2025 Flash Crash. As a result, the prices of bitcoin on trading venues may be subject to larger and/or more frequent sudden declines than assets traded on more traditional exchanges. Tools to detect and deter fraudulent or manipulative trading activities such as market manipulation, front-running of trades, and wash-trading may not be available to or employed by digital asset exchanges, or may not exist at all. The SEC has identified possible sources of fraud and manipulation in the bitcoin market generally, including, among others (1) “wash trading”; (2) persons with a dominant position in bitcoin manipulating bitcoin pricing; (3) hacking of the Bitcoin network and trading platforms; (4) malicious control of the Bitcoin network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings in bitcoin, new sources of demand for bitcoin or other events which could affect the price of the bitcoin) or based on the dissemination of false and misleading information; (6) manipulative activity involving purported “stablecoins,” including Tether (for more information, see “Risk Factors-Risk Factors Related to Digital Assets-Prices of bitcoin may be affected due to stablecoins (including Tether and US Dollar Coin (“USDC”)), the activities of stablecoin issuers and their regulatory treatment”); and (7) fraud and manipulation at bitcoin trading platforms. The effect of potential market manipulation, front-running, wash-trading, and other fraudulent or manipulative trading practices may inflate the volumes actually present in crypto market and/or cause distortions in price, which could adversely affect the Fund or cause losses to Shareholders.
Risks related to exchange bankruptcy, failure or closure, including as a result of criminal fraud, cyber attacks or other security breaches. In addition, over the past several years, some digital asset exchanges have been closed, including due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such digital asset exchanges were not compensated or made whole for the partial or complete losses of their account balances in such digital asset exchanges. While, generally speaking, smaller digital asset exchanges are less likely to have the infrastructure and capitalization that make larger digital asset exchanges more stable, larger digital asset exchanges are more likely to be appealing targets for hackers and malware and their shortcomings or ultimate failures are more likely to have contagion effects on the digital asset ecosystem, and therefore may be more likely to be targets of regulatory enforcement action. For example, the collapse of Mt. Gox, which filed for bankruptcy protection in Japan in late February 2014, demonstrated that even the largest digital asset exchanges could be subject to abrupt failure with consequences for both users of digital asset exchanges and the digital asset industry as a whole. In particular, in the two weeks that followed the February 7, 2014 halt of bitcoin withdrawals from Mt. Gox, the value of one bitcoin fell on other exchanges from around $795 on February 6, 2014 to $578 on February 20, 2014. Additionally, in January 2015, Bitstamp announced that approximately 19,000 bitcoin had been stolen from its operational or “hot” wallets. Further, in August 2016, it was reported that almost 120,000 bitcoins worth around $78 million were stolen from Bitfinex, a large digital asset exchange. The value of bitcoin and other digital assets immediately decreased over 10% following reports of the theft at Bitfinex. Regulatory enforcement actions have followed, such as in July 2017, when FinCEN assessed a $110 million fine against BTC-E, a now defunct digital asset exchange, for facilitating crimes such as drug sales and ransomware attacks. In addition, in December 2017, Yapian, the operator of Seoul-based cryptocurrency exchange Youbit, suspended digital asset trading and filed for bankruptcy following a hack that resulted in a loss of 17% of Yapian’s assets. Following the hack, Youbit users were allowed to withdraw approximately 75% of the digital assets in their exchange accounts, with any potential further distributions to be made following Yapian’s pending bankruptcy proceedings. In addition, in January 2018, the Japanese digital asset exchange, Coincheck, was hacked, resulting in losses of approximately $535 million, and in February 2018, the Italian digital asset exchange, Bitgrail, was hacked, resulting in approximately $170 million in losses. In May 2019, one of the world’s largest digital asset exchanges, Binance, was hacked, resulting in losses of approximately $40 million. In November 2022, FTX Trading Ltd. (“FTX”), one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives, including its former CEO. Around the same time, there were reports that approximately $300-600 million of digital assets were removed from FTX and the full facts remain unknown, including whether such removal was the result of a hack, theft, insider activity, or other improper behavior. On February 21, 2025, Bybit, a centralized platform for exchanging digital assets, announced that more than $1.4 billion in ether had been stolen from its platform. Hackers were able to manipulate Bybit’s transfer process to authorize and complete the illicit transaction. The incident has resulted in renewed concerns over the security of digital asset platforms.
Reputational harm and related industry contagion effects may exacerbate negative events in the digital asset markets or digital exchanges. Negative perception, a lack of stability and standardized regulation in the digital asset markets and the closure or temporary shutdown of digital asset exchanges due to fraud, business failure, security breaches or government mandated regulation, and associated losses by customers, may reduce confidence in the Bitcoin network and result in greater volatility or decreases in the prices of bitcoin. Furthermore, the closure or temporary shutdown of a digital asset exchange used in calculating the Index may result in a loss of confidence in the Fund’s ability to determine its NAV on a daily basis. The potential consequences of a digital asset exchange’s failure could adversely affect the value of the Shares and may cause the Fund to lose substantial value.
a) None.
b)
Not applicable.
c)
The Fund does not purchase Shares directly from its Shareholders. In connection with its redemption of Creation Units held by Authorized Participants, the Fund redeemed 12 Creation Units (comprising 600,000 Shares) during the quarter ended December 31, 2025. The following table summarizes the redemptions by Authorized Participants during the period:
| Period |
Total Shares Redeemed |
Average Price Per Share | ||||||
| October 1, 2025 – October 31, 2025 | - | $ | - | |||||
| November 1, 2025 – November 30, 2025 | 400,000 | 54.79 | ||||||
| December 1, 2025 – December 31, 2025 | 200,000 | 50.58 |
None.
None.
No officers or directors of the Sponsor have adopted terminated
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.
| Franklin Holdings, LLC | |||
|
Sponsor of the Franklin Templeton Digital Holdings Trust (registrant)
|
|||
|
By:
|
/s/ David Mann*
| ||
|
David Mann
| |||
|
President and Chief Executive Officer
| |||
|
(serving in the capacity of principal executive officer)
| |||
|
By:
|
/s/ Matthew Hinkle*
| ||
|
Matthew Hinkle
| |||
|
Chief Financial Officer
| |||
|
(serving in the capacity of principal financial officer)
| |||
Date: February 17, 2026
* The registrant is a trust and the person is signing in his capacity as an officer of Franklin Holdings, LLC, the Sponsor of the registrant.
37