Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

This information should be read in conjunction with the financial statements and notes to financial statements included with this report (this "Report"). The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as "may," "will," "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 common shares of beneficial interest (the "Shares") of VanEck Bitcoin ETF (the "Trust")), the operations of the Trust, the plans of VanEck Digital Assets, LLC (the "Sponsor") and references to the Trust'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 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. Consequently, all 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 Trust's operations or the value of the Shares issued by the Trust. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor undertakes an obligation to publicly update or conform to actual results any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Introduction

The Trust is a Delaware statutory trust. The Trust does not have directors, officers or employees. The creation and operation of the Trust have been arranged by the Sponsor. The Trust is governed by the trust agreement (the "Trust Agreement"), among the Sponsor and CSC Delaware Trust Company (the "Trustee"). The Trust is managed and controlled by the Sponsor, a wholly-owned subsidiary of Van Eck Associates Corporation ("VanEck"). The Sponsor is not governed by a board of directors.

The Trust's investment objective is to reflect the performance of bitcoin less the operating expenses of the Trust. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond tracking the price of bitcoin. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of bitcoin.

The Trust issues and redeems Shares only in aggregations of 25,000 Shares (each a "Basket"), or integral multiples thereof, and only in transactions with authorized participants.

Shares of the Trust trade on Cboe BZX Exchange, Inc. (the "Exchange") under the ticker symbol "HODL."

Computation of Net Asset Value

The Trust's net asset value ("NAV") is calculated based on the Trust's net asset holdings, as reconciled to the accounts of the custodians of the Trust's bitcoin (the "Bitcoin Custodians"), on a market approach determined on a daily basis in accordance with the MarketVector^TM Bitcoin Benchmark Rate price at 4:00 p.m. Eastern Time. The Trust's NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust's NAV and the Trust's NAV per Share, which it has delegated to the Trust's administrator (the "Administrator").

Liquidity

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this Report was the Sponsor's fee (the "Sponsor Fee"). The Trust's only source of liquidity is its sales of bitcoin.

Significant Accounting Policies

In preparing financial statements in conformity with U.S. generally accepted accounting principles, management 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. A description of the valuation of bitcoin, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled "Computation of Net Asset Value" above. In addition, please refer to Note 2 to the financial statements included in this Report for further discussion of the Trust's accounting policies.

Results of Operations

The Three Months Ended September 30, 2026

The Trust's net assets increased from $958,827,545 at June 30, 2026 to $1,232,589,346 at September 30, 2026, a 28.55% increase. The increase in the Trust's net assets resulted primarily from an increase in the price of bitcoin, which increased 41.80% from $59,037.47 at June 30, 2026 to $83,716.57 at September 30, 2026, partially offset by a decrease in the number of outstanding Shares, from 57,425,000 Shares at June 30, 2026 to 52,075,000 Shares at September 30, 2026. This is the net result of 2,950,000 Shares (118 Baskets) being created and 8,300,000 Shares (332 Baskets) being redeemed during the three months.

The 41.74% increase in the NAV per Share from $16.70 at June 30, 2026 to $23.67 at September 30, 2026 is primarily related to the 41.80% increase in the price of bitcoin during the three months.

The NAV per Share of $24.44 on September 22, 2026, was the highest during the three months, compared with a low during the three months of $17.01 on July 1, 2026.

Net increase in net assets resulting from operations for the three months ended September 30, 2026 was $381,029,282, resulting from a net change in unrealized appreciation (depreciation) from investment in bitcoin of $401,449,098, partially offset by a net realized loss of $20,035,610 on bitcoin sold for the redemption of Shares, a net realized loss of $4,288 from bitcoin sold to pay expenses during the three months, and a net investment loss of $379,918. Net expenses of $379,918 reflect the Sponsor Fee of $558,048, less $178,130 waived by the Sponsor. The Sponsor Fee waiver expired on July 31, 2026. Other than the Sponsor Fee, the Trust had no other expenses during the three months.

The Nine Months Ended September 30, 2026

The Trust's net assets decreased from $1,382,273,990 at December 31, 2025 to $1,232,589,346 at September 30, 2026, a 10.83% decrease. The decrease in the Trust's net assets resulted primarily from a decrease in the price of bitcoin, which decreased 4.25% from $87,432.00 at December 31, 2025 to $83,716.57 at September 30, 2026. The number of outstanding Shares also decreased from 55,900,000 Shares at December 31, 2025 to 52,075,000 Shares at September 30, 2026. This is the net result of 15,075,000 Shares (603 Baskets) being created and 18,900,000 Shares (756 Baskets) being redeemed during the nine months.

The 4.29% decrease in the NAV per Share from $24.73 at December 31, 2025 to $23.67 at September 30, 2026 is primarily related to the 4.25% decrease in the price of bitcoin during the nine months.

The NAV per Share of $27.59 on January 14, 2026, was the highest during the nine months, compared with a low during the nine months of $16.70 on June 30, 2026.

Net decrease in net assets resulting from operations for the nine months ended September 30, 2026 was $77,041,621, resulting from a net change in unrealized appreciation (depreciation) from investment in bitcoin of $(37,235,098), a net realized loss of $39,422,317 on bitcoin sold for the redemption of Shares, a net realized loss of $4,288 from bitcoin sold to pay expenses during the nine months, and a net investment loss of $379,918. Net expenses of $379,918 reflect the Sponsor Fee of $1,773,940, less $1,394,022 waived by the Sponsor. The Sponsor Fee waiver expired on July 31, 2026. Other than the Sponsor Fee, the Trust had no other expenses during the nine months.