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Market ClerkRecap
Sat Oct 24 · markets closed6 signals on Oct 2394 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

BCHG

Grayscale Bitcoin Cash Trust (BCH)
OTC · FINANCIALS · COMMODITY CONTRACTS BROKERS & DEALERS
2.18
+0.10 +4.56%
USD · close Oct 23

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How BCHG rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026
Text kept
33%
of sentences unchanged
Added
410
new sentences
Dropped
1071
sentences removed
Length
−29,398
words, now 41,300

New in FY2026

  • Risk Factors—Risk Factors Related to the Trust and the Shares—The Shares may trade at a price that is at, above or below the Trust’s NAV per Share as a result of the non-concurrent trading hours between OTC Markets and the Digital Asset Trading Platform Market,” “Item 1A.
  • Risk Factors—Risk Factors Related to the Trust and the Shares—The restrictions on transfer and redemption may result in losses on the value of the Shares.” Overview of the BCH Industry and Market Bitcoin Cash, or BCH, is a digital asset that is created and transmitted through the operations of the peer-to-peer Bitcoin Cash Network, a decentralized network of computers that operates on cryptographic protocols.
  • The Bitcoin Cash Network allows people to exchange tokens of value, called BCH, which are recorded on a public transaction ledger known as a blockchain (the “Blockchain”).
  • Additionally, BCH is used to pay miners for verifying transactions on the Bitcoin Cash Network.
  • The Bitcoin Cash Network is a fork of the Bitcoin Network that was created on August 1, 2017.
  • The fork was the result of a dispute over how to scale the Bitcoin Network to process more transactions.
  • Whereas the Bitcoin Network has a block size limit of 1MB and has activated a technical feature known as “Segregated Witness” to enable certain forms of off-blockchain scaling, the Bitcoin Cash Network has adopted an adaptive block size limit with a baseline of 32 MB that dynamically adjusts based on network usage.
  • Creation of New BCH The Bitcoin Cash Network is kept running by computers all over the world.
  • In order to incentivize those who incur the computational costs of securing the network by validating transactions, there is a reward that is given to the computer that was able to create the latest block on the chain paid in the form of newly minted BCH and the transaction fees from the transactions included in that block.
  • The amount of newly mined BCH awarded for solving a new block is automatically halved after every 210,000 blocks are added to the Bitcoin Cash Blockchain.
  • Currently, the fixed reward for solving a new block is 3.125 BCH per block and this is expected to decrease by half to become 1.5625 BCH after the next 210,000 blocks since the last reward reduction have entered the Bitcoin Cash Network, which is expected to be in 2028.
  • Once new BCH are no longer awarded for adding a new block, miners will only have transaction fees to incentivize them, and as a result, it is expected that miners will need to be better compensated with higher transaction fees to ensure that there is adequate incentive for them to continue mining.
  • As of June 30, 2026, approximately 20.1 million BCH were outstanding, and estimates of when the 21 million BCH limitation will be reached range from at or near the year 2140.
  • A modification of the Bitcoin Cash Network’s source code is effective only with respect to the Bitcoin Cash Network users and miners that download it.
  • For additional information regarding risks relating to the Bitcoin Cash Network, see “Item 1A.
  • Risk Factors.” Competition Thousands of digital assets have been developed since the inception of Bitcoin, which is currently the most developed digital asset because of the length of time it has been in existence, the investment in the infrastructure that supports it, and the network of individuals and entities that are using Bitcoin in transactions.
  • As of June 30, 2026, the Digital Asset Trading Platforms included in the Index (the “Constituent Trading Platforms”) were Binance, Bitstamp by Robinhood, Bullish, Bybit, Crypto.com, Gate, Gemini, Kraken, LMAX Digital and OKX.
  • As further described below, the Sponsor and the Trust reasonably believe each of these Digital Asset Trading Platforms are in material compliance with applicable licensing requirements based on the inclusion criteria and jurisdiction, as detailed below, and maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations.
  • Although the Index is designed to accurately capture the market price of BCH, third parties may be able to purchase and sell BCH on public or private markets not included among the Constituent Trading Platforms, and such transactions may take place at prices materially higher or lower than the Index Price.
  • Congress and a number of U.S. federal and state agencies (including Financial Crimes Enforcement Network (“FinCEN”), the Treasury Department Office of Foreign Assets Control, SEC, the U.S.
  • Commodity Futures Trading Commission (the “CFTC”), the Financial Industry Regulatory Authority (“FINRA”), the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the U.S.
  • Department of the Treasury (the “IRS”), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve and state financial institution and securities regulators) have been examining the operations of digital asset networks, digital asset users and the Digital Asset Markets, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, evade sanctions or fund criminal or terrorist enterprises and the safety and soundness of trading platforms and other service providers that hold or custody digital assets for users.
  • In addition, the SEC, U.S. state securities regulators and several foreign governments have issued warnings and instituted legal proceedings in which they argue that certain digital assets may be classified as securities and that both those digital assets and any related initial coin offerings or other primary and secondary market transactions are subject to securities regulations.
  • (“Binance”) (the “Binance Complaint”) and Coinbase, Inc.
  • On January 23, 2025, President Trump issued an executive order titled “Strengthening American Leadership in Digital Financial Technology,” aimed at supporting “the responsible growth and use of digital assets, blockchain technology, and related technologies across all sectors of the economy.” The executive order established an interagency working group tasked with “proposing a Federal regulatory framework governing the issuance and operation of digital assets” in the United States.
  • Pursuant to this executive order, the working group released a report in July 2025 outlining the administration’s recommendations to Congress and various agencies reflecting the administration’s “pro-innovation mindset toward digital assets and blockchain technologies.” On March 17, 2026, the SEC issued an interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets.
  • The SEC interpretation (i) provides a taxonomy for digital commodities, digital collectibles, digital tools, stablecoins and digital securities; (ii) addresses how a “non-security crypto asset” may become subject to, and how it may cease to be subject to, an investment contract; and (iii) clarifies the application of federal securities laws to airdrops, protocol mining, protocol staking and the wrapping of a non-security crypto asset.
  • The CFTC joined the interpretation to provide guidance that the CFTC and its staff will administer the Commodity Exchange Act consistent with the SEC’s interpretation.
  • Additionally, on August 18, 2026, the SEC issued a notice of proposed rulemaking titled “Regulation Crypto Asset,” which would create a tailored offering regime for certain investment contracts involving crypto assets.
  • The proposed rule includes a “startup exemption,” which would exempt offerings of up to $5 million from the registration requirements of the Securities Act during a four-year period; a “fundraising exemption,” which would exempt offerings of up to $75 million completed during a 12-month period from the registration requirements of the Securities Act; and an “investment contract safe harbor,” which would provide a conditional safe harbor from the term “investment contract” in the definitions of “security” in the Securities Act and the Exchange Act (in each case, subject to conditions).
  • It also would preempt state securities law registration and qualification requirements with respect to offers and sales of covered investment contracts issued pursuant to Regulation Crypto Assets.
  • Regulation Crypto Assets seeks to provide primary-market pathways for projects that cannot comfortably use existing offering exemptions.
  • It would not, however, address the regulatory status of intermediaries that trade crypto assets in the secondary market (e.g., their status as brokers, dealers or exchanges) or hold substantial amounts of crypto asset (e.g., their status as investment companies).
  • At this stage, Regulation Crypto Assets is a proposed rule only; it is not final.
  • The SEC may change it before it becomes a final rule in response to public comment or otherwise.
  • For example, in July 2025, the GENIUS Act was signed into law and the House of Representatives passed the Digital Asset Market Clarity Act of 2025 (“Clarity Act”) in an effort to pass laws relating to digital asset market structure.
  • Risk Factors—Risk Factors Related to the Regulation of Digital Assets, the Trust and the Shares—Changes in U.S. or foreign laws, regulations or regulatory actions may prohibit or restrict the use of BCH or the operation of the Bitcoin Cash Network or the Digital Asset Markets increase the Trust’s costs, impair its ability to operate or require its termination, any of which could adversely affect the value of the Shares” and “Item 1A.
  • Risk Factors—Risk Factors Related to the Regulation of Digital Assets, the Trust and the Shares—Changes in the securities-law treatment of BCH or transactions involving BCH under federal or state law could adversely affect the value of BCH and the Shares and require the Trust to change its operations or terminate.” Various foreign jurisdictions have, and may continue to, in the near future, adopt laws, regulations or directives that affect a digital asset network, the Digital Asset Markets, and their users, particularly Digital Asset Trading Platforms and service providers that fall within such jurisdictions’ regulatory scope.
  • Risk Factors—Risk Factors Related to the Regulation of Digital Assets, the Trust and the Shares—Changes in U.S. or foreign laws, regulations or regulatory actions may prohibit or restrict the use of BCH or the operation of the Bitcoin Cash Network or the Digital Asset Markets increase the Trust’s costs, impair its ability to operate or require its termination, any of which could adversely affect the value of the Shares.” The Index and the Index Price The Index is a U.S. dollar-denominated composite reference rate for the price of BCH.
  • All references to the NAV and NAV per Share of the Trust in this Annual Report prior to October 1, 2025 have been calculated using the Index Price based on the CoinDesk Bitcoin Cash Price Index (BCX) unless otherwise indicated.

and 370 more.

Gone since FY2025

  • Risk Factors—Risk Factors Related to the Trust and the Shares—The Shares may trade at a price that is at, above or below the Trust’s NAV per Share as a result of the non-current trading hours between OTCQX and the Digital Asset Trading Platform Market,” “Item 1A.
  • Risk Factors—Risk Factors Related to the Trust and the Shares—The restrictions on transfer and redemption may result in losses on the value of the Shares.” Pursuant to the terms of the Trust Agreement, the Trust is required to dissolve under certain circumstances.
  • For example, if the Sponsor determines that BCH is a security under the federal securities laws, whether that determination is initially made by the Sponsor itself, or because a federal court upholds an allegation that BCH is a security, the Sponsor does not intend to permit the Trust to continue holding BCH in a way that would violate the federal securities laws (and therefore would either dissolve the Trust or potentially seek to operate the Trust in a manner that complies with the federal securities laws, including the Investment Company Act of 1940 (the “Investment Company Act”)).
  • See “—Description of the Trust Agreement—Termination of the Trust” for additional discussion of the circumstances under which the Trust could be dissolved.
  • Risk Factors—Risk Factors Related to the Trust and the Shares—A determination that BCH or any other digital asset is a “security” may adversely affect the value of BCH and the value of the Shares, and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust.” Characteristics of the Shares The Shares are intended to offer investors an opportunity to gain exposure to digital assets through an investment in securities.
  • As of June 30, 2025, each Share represented approximately 0.0083 BCH.
  • The logistics of accepting, transferring and safekeeping of BCH are dealt with by the Sponsor and Custodian, and the related expenses are built into the value of the Shares.
  • Therefore, shareholders do not have additional tasks or costs over and above those generally associated with investing in any other privately placed security.
  • The Shares have certain other key characteristics, including the following: • Easily Accessible and Relatively Cost Efficient.
  • Investors in the Shares can also directly access the Digital Asset Markets.
  • The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation strategies that use BCH by using the Shares instead of directly purchasing and holding BCH, and for many investors, transaction costs related to the Shares will be lower than those associated with the direct purchase, storage and safekeeping of BCH. • Market-Traded and Transparent.
  • Shareholders that purchased Shares directly from the Trust and have held them for the requisite holding period under Rule 144 may sell their Shares on OTCQX upon receiving approval from the Sponsor.
  • Investors may also choose to purchase Shares on OTCQX.
  • Shares purchased on OTCQX are not restricted.
  • The Sponsor believes the quotation of the Shares on OTCQX provides investors with an efficient means to implement various investment strategies.
  • The Trust will not hold or employ any derivative securities.
  • Furthermore, the value of the Trust’s assets will be reported each day on www.grayscale.com/funds/grayscale-bitcoin-cash-trust/. • Minimal Credit Risk.
  • The Shares represent an interest in actual BCH owned by the Trust.
  • The Trust’s BCH are not subject to borrowing arrangements with third parties and are subject to counterparty and minimal credit risk with respect to the Custodian.
  • This contrasts with the other financial products such as CoinShares exchange-traded notes, TeraExchange swaps, futures, and options traded on the Chicago Mercantile Exchange (“CME”) and the Intercontinental Exchange (“ICE”) through which investors gain exposure to digital assets through the use of derivatives that are subject to counterparty and credit risks. • Safekeeping System.
  • The Custodian has been appointed to control and secure the BCH for the Trust using offline storage, or “cold storage”, mechanisms to secure the Trust’s private key “shards”.
  • The hardware, software, administration and continued technological development that are used by the Custodian may not be available or cost-effective for many investors.
  • The Trust differentiates itself from many competing digital asset financial vehicles in the following ways: • Custodian.
  • The Custodian that holds the private key shards associated with the Trust’s BCH is Coinbase Custody Trust Company, LLC.
  • Other digital asset financial vehicles that use cold storage may not use a custodian to hold their private keys. • Cold Storage of Private Keys.
  • The private key shards associated with the Trust’s BCH are kept in cold storage, which means that the Trust’s BCH are disconnected and/or deleted entirely from the internet.
  • See “—Custody of the Trust’s BCH” for more information relating to the storage and retrieval of the Trust’s private keys to and from cold storage.
  • Other digital asset financial vehicles may not utilize cold storage or may utilize less effective cold storage-related hardware and security protocols. • Location of Private Vaults.
  • Private key shards associated with the Trust’s BCH are distributed geographically by the Custodian in secure vaults around the world, including in the United States.
  • The locations of the secure vaults may change regularly and are kept confidential by the Custodian for security purposes. • Enhanced Security.
  • Transfers from the Trust’s Digital Asset Account require certain security procedures, including but not limited to, multiple encrypted private key shards, usernames, passwords and 2-step verification.
  • Multiple private key shards held by the Custodian must be combined to reconstitute the private key to sign any transaction in order to transfer the Trust’s BCH.
  • These security procedures are intended to remove single points of failure in the protection of the Trust’s BCH. • Custodian Inspections.
  • The Custodian has agreed to allow the Trust and the Sponsor to take such steps as necessary to verify that satisfactory internal control systems and procedures are in place. • Directly Held BCH.
  • The Trust directly owns actual BCH held through the Custodian.
  • This may differ from other digital asset financial vehicles that provide BCH exposure through other means, such as the use of financial or derivative instruments. • Sponsor’s Fee.
  • The Sponsor’s Fee is a competitive factor that may influence the value of the Shares.
  • Activities of the Trust The activities of the Trust are limited to (i) issuing Baskets in exchange for BCH transferred to the Trust as consideration in connection with the creations, (ii) transferring or selling BCH, Incidental Rights and IR Virtual Currency as necessary to cover the Sponsor’s Fee and/or any Additional Trust Expenses, (iii) transferring BCH in exchange for Baskets surrendered for redemption (subject to obtaining regulatory approval from the SEC and approval from the Sponsor), (iv) causing the Sponsor to sell BCH, Incidental Rights and IR Virtual Currency on the termination of the Trust, (v) making distributions of Incidental Rights and/or IR Virtual Currency or cash from the sale thereof and (vi) engaging in all administrative and security procedures necessary to accomplish such activities in accordance with the provisions of the Trust Agreement, the Custodian Agreement, the Index License Agreement and the Participant Agreements.
  • The Trust may engage in any lawful activity necessary or desirable in order to facilitate shareholders’ access to Incidental Rights or IR Virtual Currency, provided that such activities do not conflict with the terms of the Trust Agreement.
  • See “—Incidental Rights and IR Virtual Currency” for more information.

and 1031 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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