ARKB Trust

Overview

• Structure: Delaware statutory trust. The Sponsor manages the Trust; the Trustee is CSC Delaware Trust Company. The Trust is an exchange-traded fund trading under the symbol ARKB.
• Investment objective: Seek to track the performance of bitcoin as measured by the CME CF Bitcoin Reference Rate – New York Variant (the Index), net of expenses and liabilities.
• Primary asset: Bitcoin held by Bitcoin Custodians (Coinbase Custody, BitGo, Anchorage, and BitGo New York) and cash.
• Index and valuation: NAV and NAV per Share are calculated daily using the Index price as of 4:00 p.m. ET. Principal Market NAV uses fair value from the Trust’s principal market for financial-statement purposes.
• Index provider: CF Benchmarks Ltd.; the Index is designed to reflect bitcoin in USD.

Key parties and roles

• Sponsor: 21co Holdings Limited (formerly Amun Holdings Limited), parent of 21Shares Group; ultimate parent FalconX. The Sponsor is not a registered investment adviser under the Investment Advisers Act.
• Sub‑Adviser: ARK Investment Management LLC (provides marketing support and data/operational assistance; does not actively manage bitcoin holdings).
• Trustee: CSC Delaware Trust Company.
• Administrator / Transfer Agent / Cash Custodian: The Bank of New York Mellon (BNY Mellon) Asset Servicing.
• Bitcoin Custodians: Coinbase Custody Trust Company, LLC; BitGo; Anchorage Digital Bank N.A.; BitGo New York Trust Company, LLC.
• Prime Broker: Coinbase, Inc. (operates the Trading Platform and related services).
• Authorized Participants: Initially multiple entities. As of December 12, 2025, Macquarie Capital (USA) Inc. joined as an Authorized Participant; the Macquarie Authorized Participant Agreement permits in‑kind creation/redemption.
• Marketing Agent: Foreside Global Services, LLC.

What the Trust does

• Asset mix: Primarily bitcoin and cash. The Trust does not use leverage, derivatives, or borrowing.
• Creation/redemption: Creation Baskets consist of 5,000 Shares (or multiples). Authorized Participants may create or redeem in cash or bitcoin, with bitcoin purchases/sales arranged by the Sponsor through Bitcoin Counterparties. The Macquarie Agreement introduces in‑kind creation/redemption for blocks of 5,000 Shares (subject to Sponsor charges).
• Treasury and expenses: The Trust pays a unitary Sponsor Fee of 0.21% annually on its bitcoin holdings. The Sponsor pays most ordinary‑course expenses; a waiver applied for nine months starting January 11, 2024, or up to the first $1 billion of Trust assets, whichever occurred first; the waiver ended when assets exceeded $1 billion in February 2024.
• Tax and distributions: The Trust is structured as a grantor trust for U.S. federal income tax purposes; income and gains pass through to Shareholders. Bitcoin sales by the Trust to pay expenses or on termination are taxable events to Shareholders.
• Forks and airdrops: The Sponsor determines actions related to Incidental Rights and IR Digital Assets. The Trust intends to abandon Incidental Rights or IR Digital Assets in forks/airdrops unless regulatory permission is obtained to amend listing rules.
• Voting and governance: Shareholders have no voting rights except as authorized by the Sponsor; the Sponsor may amend Trust terms without Shareholder consent in certain cases.

Financial highlights and selected metrics (fiscal year ended December 31)

• Assets and NAV:
  • NAV as of December 31, 2024: $4,352,288 thousand
  • NAV as of December 31, 2025: $3,305,323 thousand
  • NAV per Share is NAV divided by outstanding Shares; Principal Market NAV per Share uses fair value on the principal market.
• Net assets and results of operations:
  • Net decrease in net assets from operations (2025): $(222,304) thousand
  • Net realized loss and change in unrealized loss on bitcoin (2025): $(212,537) thousand
  • Year‑end bitcoin price per BTC:
    • 2024: $93,390.22
    • 2025: $87,515.28
  • 2024: Net increase in net assets from operations of $1,891,649 thousand (driven by bitcoin price appreciation and increases in Shares outstanding).
  • 2025: Net decrease in net assets from operations driven in part by a net decrease in Shares outstanding (26,315,000 fewer shares in 2025) and bitcoin price depreciation.
• Share count and actions:
  • Share split: 3‑for‑1 split announced June 2, 2025 and effective June 16, 2025; total NAV and Trust value were unchanged by the split.
  • Creation/redemption activity (example, Q3–Q4 2025): Redemption of 9,664 Creation Baskets totaling 48,320,000 Shares in the December 2025 quarter.
  • Liquidity: The Trust relies on Authorized Participants and Market Makers to support liquidity; cash creations and redemptions can affect NAV tracking through timing and arbitrage dynamics.
• Revenue and expenses:
  • Sponsor Fees (2025): $9,767,516 (net of waived amounts).
  • Administrative and other Sponsor‑paid expenses covered by the Sponsor Fee include fees to the Sub‑Adviser, Marketing Fee, Administrator, Bitcoin Custodians, Transfer Agent, Trustee, listing and regulatory costs, audit and segregation costs, printing/mailing, sponsor website maintenance, and license fees.
  • The Trust does not generate traditional operating income; bitcoin sales to pay expenses or on termination are taxable events to Shareholders.
• AUM context (as of December 31, 2025):
  • ARK Investment Management LLC AUM: approximately $29.69 billion.
  • Sponsor group (21Shares AG) AUM: approximately $3.66 billion across 57 digital asset‑related ETFs.
  • 21co Holdings Limited is the Sponsor’s parent; FalconX is the ultimate parent.
• Shareholder and employee details:
  • Shareholder count: 1 DTC participating shareholder of record as of December 31, 2025 (most shareholders hold shares through brokers/dealers).
  • The Trust has no officers, directors, or employees.

Operational and risk context

• The Trust centralizes custody and execution with the Prime Broker and Bitcoin Custodians; the Sponsor bears primary responsibility for operational costs and governance.
• Performance tracking depends on the Index and fair value inputs, which can produce differences among NAV, Principal Market NAV, and the market price of Shares.
• Pricing and valuation follow ASC 820 fair value measurements; accounting reflects fair value of bitcoin at transfer.
• The Trust uses both in‑kind and cash creation/redemption processes; in‑kind transactions are generally more efficient for spot commodities in other contexts.
• Risk exposures include cybersecurity, custody risk, market liquidity, regulatory changes, and potential disruption of services by key counterparties (Bitcoin Custodians, Prime Broker, Authorized Participants). Tax developments and Index methodology changes also present risks.

Notable changes during 2024–2025

• Macquarie Capital (USA) Inc. joined as an Authorized Participant in December 2025, introducing in‑kind creation/redemption capabilities (references show December 12 and December 16, 2025 in different filings).
• BitGo Custody Agreement with BitGo Bank & Trust commenced December 12, 2025 (one‑year term with automatic annual renewals).
• Share split: 3‑for‑1 split became effective June 16, 2025, increasing outstanding Shares while keeping total NAV constant.

Bottom line

ARKB is a Bitcoin‑focused ETF that seeks to track bitcoin performance via the CME CF BRR New York Variant Index. It holds bitcoin through multiple custodians and cash, and it relies on a network of service providers to create and redeem shares and to maintain market liquidity. The Trust operates as a grantor trust for tax purposes, with income and losses passing through to Shareholders, and it maintains a governance model that places strategic and operational responsibility with the Sponsor.