Osprey Bitcoin Trust (OBTC) delays 2025 10-K filing under Rule 12b-25

Rhea-AI Filing Summary

Osprey Bitcoin Trust filed a Form 12b-25 notification stating it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Trust says it needs additional time to complete the presentation of its financial statements and supporting documentation so the independent audit can be finished, and it intends to file the Annual Report within the fifteen calendar day extension under Rule 12b-25.

Key Figures

Form type: Form 12b-25 (NT 10-K) Fiscal year end: December 31, 2025 Extension period: 15 calendar days +3 more

6 metrics

Form type Form 12b-25 (NT 10-K) Notification of late filing for 2025 annual report

Fiscal year end December 31, 2025 Fiscal year covered by the delayed Annual Report

Extension period 15 calendar days Permitted extension under Rule 12b-25

Filer signatory Robert Rokose Chief Financial Officer who signed notification on March 31, 2026

SEC file number 001-43024 SEC File Number listed on the notification

CUSIP 68839C206 CUSIP number shown on the form

Key Terms

Rule 12b-25, Form 10-K, independent audit

3 terms

Rule 12b-25 regulatory

"the fifteen calendar day period permitted pursuant to Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

independent audit financial

"so that the independent audit can be completed"

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
	FORM 12b-25	SEC FILE NUMBER
		001-43024
		CUSIP NUMBER
	NOTIFICATION OF LATE FILING	68839C206

(Check one):	☒	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☐	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR
	For Period Ended: December 31, 2025
	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	For the Transition Period Ended: __________________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Osprey Bitcoin Trust

Full Name of Registrant

Former Name if Applicable

777 Brickell Ave., Suite 500

Address of Principal Executive Office (Street and Number)

Miami, FL 33131

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra Sheets if Needed)

Osprey Bitcoin Trust (the “Trust”) was unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) within the prescribed time period without unreasonable effort or expense. The Trust requires additional time to complete the presentation of its financial statements. The Trust is working diligently to complete the presentation of its financial statements and to finalize all remaining supporting documentation requests so that the independent audit can be completed. The Trust intends to file the Annual Report within the fifteen calendar day period permitted pursuant to Rule 12b-25.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Robert Rokose		(914)		214-4697
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Osprey Bitcoin Trust

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ Robert Rokose
		Robert Rokose
		Chief Financial Officer

3

FAQ

Why did Osprey Bitcoin Trust (OBTC) file a Form 12b-25?

The Trust filed Form 12b-25 because it could not complete its Annual Report on Form 10-K for the year ended December 31, 2025. It states additional time is required to finish financial statement presentation and supporting documentation to complete the independent audit.

When does OBTC expect to file the delayed 10-K?

The Trust intends to file the Annual Report within the fifteen calendar day extension permitted by Rule 12b-25. The notification was signed and dated March 31, 2026, establishing the extension timeline from the prescribed due date.

Does the filing indicate changed operating results for OBTC?

No. The Form 12b-25 includes the question about significant changes in results; the excerpt does not state that any significant change in results of operations is anticipated for the period to be reported.

Who signed the Form 12b-25 for Osprey Bitcoin Trust?

The notification was signed by Robert Rokose, identified as Chief Financial Officer, with a telephone number listed as (914) 214-4697, and the form is dated March 31, 2026.