Material Agreement, Termination of Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Prime Broker Agreement

On October 3, 2025, Grayscale Investments Sponsors, LLC, the sponsor (the "Sponsor"), on behalf of itself and Grayscale Bitcoin Trust ETF (the "Trust"), and Coinbase, Inc., the prime broker of the Trust ("Coinbase" or the "Prime Broker"), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC ("Coinbase Custody" or the "Custodian") and Coinbase Credit, Inc. ("Coinbase Credit" and, collectively with Coinbase and Coinbase Custody, the "Coinbase Entities"), entered into the Coinbase Prime Broker Agreement, which includes the Coinbase Custody Custodial Services Agreement attached thereto as Exhibit A (the "CSA"), the Coinbase Settlement and Transfer Agreement attached thereto as Exhibit B (the "STA") and all other exhibits, addenda and supplements attached thereto (collectively with the CSA and STA, the "Prime Broker Agreement") governing the Trust's and the Sponsor's use of the custodial and prime broker services provided by the Custodian and the Prime Broker. The Prime Broker Agreement establishes the rights and responsibilities of the Custodian, the Prime Broker, the Sponsor and the Trust with respect to the Trust's Bitcoin which is held in accounts maintained and operated by the Custodian, as a fiduciary with respect to the Trust's assets, and the Prime Broker (together with the Custodian, the "Custodial Entities") on behalf of the Trust.

Coinbase Custody was party to the Previous Prime Broker Agreement (as defined in Item 1.02 below), and continues to serve as a custodian of the Trust. From and after October 3, 2025, all references to the "Prime Broker Agreement" in the Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended from time to time by the Trust's filings with the SEC (the "Annual Report"), and descriptions related thereto are hereby deemed to refer to the Prime Broker Agreement as defined herein, rather than to the Previous Prime Broker Agreement, and are incorporated by reference herein.

The foregoing description is a summary, does not purport to be a complete description of the Prime Broker Agreement, and is qualified in its entirety by reference to the full text of the Prime Broker Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Fund Administration and Accounting Agreement

The Sponsor has engaged BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, a New York corporation authorized to do a banking business ("BNY"), to provide the Trust with certain administrative and accounting services pursuant to the Fund Administration and Accounting Agreement with BNY, which became effective on October 9, 2025 (the "Fund Administration and Accounting Agreement").

BNY was party to the Previous Fund Administration and Accounting Agreement (as defined in Item 1.02 below), and continues to provide the Trust with certain administrative and accounting services. From and after October 9, 2025, all references to the "Fund Administration and Accounting Agreement" in the Trust's Annual Report and the descriptions related thereto are hereby deemed to refer to the Fund Administration and Accounting Agreement defined herein, rather than to the Previous Fund Administration and Accounting Agreement, and are incorporated by reference herein.

The foregoing description is a summary, does not purport to be a complete description of the Fund Administration and Accounting Agreement, and is qualified in its entirety by reference to the full text of the Fund Administration and Accounting Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

Previous Prime Broker Agreement

In connection with the entry into the Prime Broker Agreement, the Sponsor and the Custodian agreed to terminate, as of October 3, 2025, the prime broker agreement, dated December 29, 2023, between the Trust, the Sponsor and the Prime Broker (the "Previous Prime Broker Agreement").

Previous Fund Administration and Accounting Agreement

In connection with the entry into the Fund Administration and Accounting Agreement, the Sponsor and the Custodian agreed to terminate, as of October 9, 2025, the fund administration and accounting agreement, dated February 26, 2024, between the Trust and BNY (the "Previous Fund Administration and Accounting Agreement").