BTCK 10-K & 10-Q changes, risk factors and insider trading
Teucrium Commodity Trust (also CANE, CORN, SOYB, TAGS, WEAT) · NYSE · Commodity Contracts Brokers & Dealers · CIK 1471824 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “The Performance of Each Fund May Not Correlate with the Applicable Benchmark”
Largest changes
“Following the COVID-19 pandemic, the United States experienced inflation above the Federal Reserve’s stated two percent goal. Other world economies similarly experienced elevated inflation rates. The Federal Reserve increased interest rates and successfully reduced inflation so that it is close to the stated two percent goal. As a result, in 2024, the Federal Reserve began reducing interest rates. However, the rate of inflation in the United States is still above the stated two percent goal. Inflation has the effect of eroding the value of cash or bonds.”see in full comparison
“The Performance of Each Fund May Not Correlate with the Applicable Benchmark”see in full comparison
“In addition, in a high inflation environment, the value of a Trust Series’ cash and Treasury investments may decline. Inflation is a general increase in the overall price level of goods and services in the economy. The United States Federal Reserve has a stated goal of maintaining a two percent increase in inflation over the long run, as measured by the annual change in the price index for personal consumption expenditures.”see in full comparison
The demand for commodities, in general, correlates closely with general economic growth rates. The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on commodity prices, demand and, therefore, may have an adverse impact on commodity prices. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including public health disruptions, pandemics and epidemics (for example, the COVID-19 pandemic), can be highly disruptive to economies and markets. Such events can, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities and the value, pricing, and liquidity of the investments or other assets held by a Fund.see in full comparison
“There is no way to predict if or when investor demand might cause the Funds to approach position and/or accountability limits. The Underlying Funds have no intention of purchasing commodity interests on foreign exchanges. The Wheat Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts which are traded on the CME with a 19,300 contract limit. …”see in full comparison
“There is no way to predict if or when investor demand might cause the Funds to approach position and/or accountability limits. The Underlying Funds have no intention of purchasing commodity interests on foreign exchanges. The Wheat Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts which are traded on the CME with a 19,300 contract limit. …”see in full comparison
Full comparison: every changed paragraph (12)
The Performance of Each Fund May Not Correlate with the Applicable Benchmark
There is no way to predict if or when investor demand might cause the Funds to approach position and/or accountability limits. The Underlying Funds have no intention of purchasing commodity interests on foreign exchanges. The Wheat Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts which are traded on the CME with a 19,300 contract limit. Instead, the fund would file an 8‐K and prospectus supplement to include the ability to purchase Kansas City Hard Red Winter Wheat futures or MGEX Hard Red Spring Wheat futures in the same contract size and in the same contract months as its existing Benchmark Component Futures Contract holdings. Position limits are 12,000 contracts on each of the exchanges in the aforementioned futures contracts. The Soybean Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts which are traded on the CME with a 27,300 contract limit. The Sugar Fund has not approached existing position accountability levels of its Benchmark Component Futures Contracts which are traded on the Intercontinental Exchange (ICE) with a 15,000 contract limit. Instead, the fund would file an 8‐K and prospectus supplement to include the ability to purchase NYSE Sugar futures in the same contract size and in the same contract months as its existing Benchmark Component Futures Contract holdings. Accountability levels are 9,000 contracts on the NYMEX. The Corn Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts which are traded on the CME with a 57,800 contract limit.
Consistent with its authority under the Trust Agreement and Delaware law, each Fund, in its sole discretion and without shareholder approval or advance notice, may change its investment objective, Benchmark or investment strategies, subject to applicable regulatory requirements, including, but not limited to, any requirement to amend applicable listing rules of the NYSE. The reasons for and circumstances that may trigger any such changes may vary widely and cannot be predicted. By way of example, the Funds may change the term structure or underlying components of the Benchmark in furtherance of the Fund’s investment objective of tracking the price of the specified commodity for future delivery (or, for TAGS, the investment objective of tracking the combined daily performance of the Underlying Funds) if, due to market conditions, a potential or actual imposition of position limits by the CFTC or futures exchange rules, or the imposition of risk mitigation measures by a futures commission merchant restricts the ability of the Fund (or, for TAGS, an Underlying Fund) to invest in the current Benchmark Component Futures Contracts. Shareholders may experience losses on their investments in the Fund as a result of such changes.
The demand for commodities, in general, correlates closely with general economic growth rates. The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on commodity prices, demand and, therefore, may have an adverse impact on commodity prices. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including public health disruptions, pandemics and epidemics (for example, the COVID-19 pandemic), can be highly disruptive to economies and markets. Such events can, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities and the value, pricing, and liquidity of the investments or other assets held by a Fund.
Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies. Geopolitical conflict, including war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers, trade wars between nations, global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities and the value, pricing, and liquidity of the investments or other assets held by a Fund.
World food supply levels can also be affected by other factors that reduce available supplies, such as natural disasters, disruptions in competitors’ operations, or unexpected unavailability of distribution channels. Technological change can also alter the relative costs for companies in the commodities industry to produce, and process and distribute a commodity, which in turn, may affect the supply of and demand of such commodity. For example, increased supply from the development of hybrid crops (such as corn and soybeans) and technologies for efficient farming tends to reduce prices in such commodity to the extent such supply increases are not offset by commensurate growth in demand. Similarly, increases in industry manufacturing capacity may impact the supply of a particular crop.
In addition, in a high inflation environment, the value of a Trust Series’ cash and Treasury investments may decline. Inflation is a general increase in the overall price level of goods and services in the economy. The United States Federal Reserve has a stated goal of maintaining a two percent increase in inflation over the long run, as measured by the annual change in the price index for personal consumption expenditures.
Following the COVID-19 pandemic, the United States experienced inflation above the Federal Reserve’s stated two percent goal. Other world economies similarly experienced elevated inflation rates. The Federal Reserve increased interest rates and successfully reduced inflation so that it is close to the stated two percent goal. As a result, in 2024, the Federal Reserve began reducing interest rates. However, the rate of inflation in the United States is still above the stated two percent goal. Inflation has the effect of eroding the value of cash or bonds.
There is no way to predict if or when investor demand might cause the Funds to approach position and/or accountability limits. The Underlying Funds have no intention of purchasing commodity interests on foreign exchanges. The Wheat Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts which are traded on the CME with a 19,300 contract limit. Instead, the fund would file an 8‐K and prospectus supplement to include the ability to purchase Kansas City Hard Red Winter Wheat futures or MGEX Hard Red Spring Wheat futures in the same contract size and in the same contract months as its existing Benchmark Component Futures Contract holdings. Position limits are 12,000 contracts on each of the exchanges in the aforementioned futures contracts. The Soybean Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts, which are traded on the CME with a 27,300 contract limit. The Sugar Fund has not approached existing position accountability levels of its Benchmark Component Futures Contracts which are traded on the Intercontinental Exchange (ICE) with a 15,000 contract limit. Instead, the fund would file an 8‐K and prospectus supplement to include the ability to purchase NYSE Sugar futures in the same contract size and in the same contract months as its existing Benchmark Component Futures Contract holdings. Accountability levels are 9,000 contracts on the NYMEX. The Corn Fund has not approached existing position limit levels of its Benchmark Component Futures Contracts, which are traded on the CME with a 57,800 contract limit.
The futures markets are subject to comprehensive statutes, regulations, and margin requirements. Such statutes, regulations and requirements are subject to ongoing modification by governmental and judicial action. This is particularly so whenever there is a change in presidential administration, which can lead to changes in regulatory priorities and policy. The effect of any future regulatory change on a Fund is impossible to predict, but it could be substantial and adverse. In addition, the CFTC, SEC, futures exchanges, and other entities are authorized to take extraordinary actions in the event of a market emergency including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. For a more detailed discussion of the regulations to be imposed by the CFTC and the SEC and the potential impacts thereof on a Fund, please see “Item 1. Business – Regulatory Considerations” in this annual report on Form 10‑K.
If a minimum number of Shares is outstanding for a Fund, market makers may be less willing to purchase Shares of that Fund in the secondary marketmarket, which may limit your ability to sell Shares. There are a minimum number of baskets and associated Shares specified for each Fund. Once the minimum number of baskets is reached, there can be no more redemptions by an Authorized Purchaser of that Fund until there has been a Creation Basket. In such case, market makers may be less willing to purchase Shares of that Fund from investors in the secondary market, which may in turn limit the ability of Shareholders of that Fund to sell their Shares in the secondary market.
A portion of the Fund’s assets may be used to trade over the counter Commodity Interests, such as forward contracts or swaps. Over the counter contracts are typically traded on a principal‐to‐principal cleared and non‐cleared basis through dealer markets that are dominated by major money center and investment banks and other institutions and that prior to the passage of the Dodd‐Frank Act had been essentially unregulated by the CFTC, although this is an area of pending, substantial regulatory change. The markets for over the counter contracts will continue to rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The forward markets have been largely unregulated, except for anti‐manipulationantimanipulation and anti‐fraud prohibitions, forward contracts have been executed bi‐laterally and, in general historically, forward contracts were not cleared or guaranteed by a third party. On November 16, 2012, the Secretary of the Treasury issued a final determination that exempts both foreign exchange swaps and foreign exchange forwards from the definition of “swap” and, by extension, additional regulatory requirements (such as clearing and margin). The final determination does not extend to other FX derivatives, such as FX options, certain currency swaps, and non‐deliverable forwards. While the Dodd‐Frank Act and certain regulations adopted thereunder are intended to provide additional protections to participants in the over the counter market, the lack of regulation in these markets could expose the Funds in certain circumstances to significant losses in the event of trading abuses or financial failure by participants. While increased regulation of over the counter Commodity Interests is likely to result from changes that are required to be effectuated by the Dodd‐Frank Act, there is no guarantee that such increased regulation will be effective to reduce these risks.
Management's Discussion & Analysis (MD&A)
Largest changes
Total net assets for the Fundsee in full comparisondecreasedincreased year over year by29%,17%, driven by a combination ofaandecreaseincrease in total Shares outstanding of325,000399,996 or23%36% and a decrease in the NAV per share of$1.03$1.61 or8%.14%. The net assets for the Fund decreased by48%17% when comparing20242025 to2022.2023. This change was, in the opinion of management, was generally due to a combination of depreciation of commodity prices and investorout-flows.inflows.
Total net assets for the Fundsee in full comparisondecreasedincreased year over year by13%,54%, driven by a combination of an increase in the NAV per share of$5.56$.42 or21%2% and an increase in the Shares outstanding of100,000599,996 Shares or9%.51%. This change year over year, in the opinion of management, was generally due to a combination ofdepreciationappreciation of commodity prices and investorout-flows.inflows. The net assets for the Funddecreasedincreased by57%34% when comparing20242025 to2022.2023.
On December 31,see in full comparison2024,2025, the Corn Fund held a total of 2,068 CBOT Corn Futures contracts with a notional value of$64,720,776.$46,981,350. The contracts had an asset fair value of$1,936,572$50,255 and a liability fair value of$1,955,417.$170,785. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to theMAY25MAY26 contracts, the second to expire CBOT Corn Futures Contract, (2) 30% toJUL25JUL26 CBOT contracts, the third to expire CBOT Corn Futures Contract, and (3) 35% toDEC25DEC26 CBOT contracts, the CBOT Corn Futures Contract expiring in the December following the expiration month of the third to expire contract.
Total net assets for the Fund decreased year over year bysee in full comparison34%,7%, driven by a combination ofaandecreaseincrease in total Shares outstanding of5,500,0006,160,001 or18%12% and a decrease in the NAV per share of$1.15$4.15 or19%.17%. The net assets for the Fund decreased by47%39% when comparing20242025 to2022.2023. This change year over year, in the opinion of management, was generally due to a combination of depreciation of commodity prices and investor outflows.
On December 31,see in full comparison2024,2025, the Fund held a total of 735 CBOT soybean futures contracts with a notional value of$25,223,675.$38,861,725. The contracts had a liability fair value of$1,321,026.$2,185,227. The weighting of the notional value of the contracts was weighted as follows: (1) 35% toMAR25MAR26 CBOT contracts, (2) 30% toMAY25MAY26 CBOT contracts, and (3) 35% toNOV25NOV26 CBOT contracts.
On December 31,see in full comparison2024,2025, the Fund held a total of 872 ICE sugar futures contracts with a notional value of$12,542,376.$14,688,116. The contracts had a liability fair value of$1,560,295.$1,150,617. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to theMAY25MAY26 ICE No 11 contracts, (2) 30% to theJUL25JUL26 ICE No 11 contracts, and (3) 35% to theMAR26MAR27 ICE No 11 contracts.
Full comparison: every changed paragraph (14)
On December 31, 2024,2025, the Corn Fund held a total of 2,068 CBOT Corn Futures contracts with a notional value of $64,720,776.$46,981,350. The contracts had an asset fair value of $1,936,572$50,255 and a liability fair value of $1,955,417.$170,785. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to the MAY25MAY26 contracts, the second to expire CBOT Corn Futures Contract, (2) 30% to JUL25JUL26 CBOT contracts, the third to expire CBOT Corn Futures Contract, and (3) 35% to DEC25DEC26 CBOT contracts, the CBOT Corn Futures Contract expiring in the December following the expiration month of the third to expire contract.
On December 31, 2024,2025, the Fund held a total of 735 CBOT soybean futures contracts with a notional value of $25,223,675.$38,861,725. The contracts had a liability fair value of $1,321,026.$2,185,227. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to MAR25MAR26 CBOT contracts, (2) 30% to MAY25MAY26 CBOT contracts, and (3) 35% to NOV25NOV26 CBOT contracts.
Total net assets for the Fund decreasedincreased year over year by 13%,54%, driven by a combination of an increase in the NAV per share of $5.56$.42 or 21%2% and an increase in the Shares outstanding of 100,000599,996 Shares or 9%.51%. This change year over year, in the opinion of management, was generally due to a combination of depreciationappreciation of commodity prices and investor out-flows.inflows. The net assets for the Fund decreasedincreased by 57%34% when comparing 20242025 to 2022.2023.
The increase/decrease in management feefees paid to the Sponsor compared to the years ending 20232024 and 20222023 was a result of higher/lower average net assets. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets. Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day to day operation of the Fund and the necessary functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accruals. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
The increase/decrease in total gross fees and other expenses excluding management fees for the year ended December 31, 2024,2025, compared to 20232024 was generally due to the increase/decrease in average assets under management relative to the other Funds. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. The Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the period.
The decreaseincrease in total brokerage commissions for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023,2024, was primarily due to aan decreaseincrease in contracts purchased, liquidated, and rolled.
On December 31, 2024,2025, the Fund held a total of 872 ICE sugar futures contracts with a notional value of $12,542,376.$14,688,116. The contracts had a liability fair value of $1,560,295.$1,150,617. The weighting of the notional value of the contracts was weighted as follows: (1) 35% to the MAY25MAY26 ICE No 11 contracts, (2) 30% to the JUL25JUL26 ICE No 11 contracts, and (3) 35% to the MAR26MAR27 ICE No 11 contracts.
Total net assets for the Fund decreasedincreased year over year by 29%,17%, driven by a combination of aan decreaseincrease in total Shares outstanding of 325,000399,996 or 23%36% and a decrease in the NAV per share of $1.03$1.61 or 8%.14%. The net assets for the Fund decreased by 48%17% when comparing 20242025 to 2022.2023. This change was, in the opinion of management, was generally due to a combination of depreciation of commodity prices and investor out-flows.inflows.
The decrease in interest and other income year over year was due to a decrease in averageFederal netFund assets.Rates. As a result, the amount of interest income earned as a percentage of average daily total net assets was lower during the year ended December 31, 2024,2025, compared to the years ending 20232024 and 2022.2023. The Fund seeks to earn interest and other income in investment grade, short-duration instruments or deposits associated with the pool’s cash management strategy that may be used to offset expenses. These investments may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in the prospectuses and thus will impact your breakeven even point.
The increase/decrease in total brokerage commissions for the year ended December 31, 2024,2025, compared to the years ended December 31, 20232024 and 2022,2023, was primarily due to aan increase/decrease in contracts purchased, liquidated, and rolled.
As of December 31, 20242025 Compared December 31, 20232024 and 20222023*
Total net assets for the Fund decreased year over year by 34%,7%, driven by a combination of aan decreaseincrease in total Shares outstanding of 5,500,0006,160,001 or 18%12% and a decrease in the NAV per share of $1.15$4.15 or 19%.17%. The net assets for the Fund decreased by 47%39% when comparing 20242025 to 2022.2023. This change year over year, in the opinion of management, was generally due to a combination of depreciation of commodity prices and investor outflows.
The decrease/increase in management fee paid to the Sponsor is a result of higher/lower average net assets. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets. Other than the management fee to the Sponsor and the brokerage commissions, most of the expenses incurred by the Fund are associated with the day to day operation of the Fund and the necessary functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accruals. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
The decrease/increase in total gross fees and other expenses excluding management fees for the year ended December 31, 2024,2025, compared to 20232024 and 20222023 was generally due to the decrease/increase in average assets under management relative to the other Funds. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. The Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the period.
What changed in the latest 10-Q
Risk Factors
New heading “The Sponsor is leanly staffed and relies heavily on key personnel to manage trading activities.”
New heading “The lack of full insurance and Shareholders’ limited rights of legal recourse against the Fund, Trustee, Sponsor, Trust Administrator, and Bitcoin Custodian expose the Fund and its Shareholders to the risk of loss of the Fund’s bitcoin for which no person or entity is liable.”
New heading “The Fund’s transactions with BitGo Prime are executed on a principal basis, and the prices the Fund receives may be less favorable than prices available in other markets.”
New heading “The Fund depends on BitGo Prime’s trading system to execute and settle transactions with BitGo Prime, and a failure of that system could result in losses to the Fund.”
Largest changes
“Under the Gemini Bitcoin Custody Agreement, the Bitcoin Custodian’s liability is limited in various ways, including that the Bitcoin Custodian cannot be held responsible for any failure or delay to act by the Bitcoin Custodian, its service providers, or its banks that is within the time limits permitted by the Bitcoin Custody Agreement, or that is caused by the Fund’s negligence or is required to comply with applicable laws and regulations. …”see in full comparison
“Subject to the Force Majeure provision and as limited by the limitations of liability in the Bitcoin Custody Agreement, the Bitcoin Custodian shall be liable to the Fund for the Loss (defined below) of any of the Fund’s bitcoin or fiat currency to the extent that such Loss was caused by the negligence, fraud, willful or reckless misconduct of the Bitcoin Custodian or breach by the Bitcoin Custodian of its Standard of Care. …”see in full comparison
“Except to the extent required by law, Gemini is not liable under the User Agreement, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, or similar damages, including lost trading or other profits, diminution in asset value, or lost business opportunities (even if Gemini has been advised of the possibility thereof) in connection with the transactions subject to the User Agreement. …”see in full comparison
“Similarly, under the Clearing Agreement, the Bitcoin Custodian’s liability in connection with the Clearing Services is limited as follows, among others: the Bitcoin Custodian does not have any responsibility for any sale or purchase of bitcoin for cash to a Liquidity Provider through the Clearing Services (such a transaction, a “Clearing Transaction”), other than as specifically identified in the Clearing Agreement. The Bitcoin Custodian may rely upon, without liability on its part, any clearing request submitted through Gemini’s platform. …”see in full comparison
“The lack of full insurance and Shareholders’ limited rights of legal recourse against the Fund, Trustee, Sponsor, Trust Administrator, and Bitcoin Custodian expose the Fund and its Shareholders to the risk of loss of the Fund’s bitcoin for which no person or entity is liable.”see in full comparison
“The Fund’s transactions with BitGo Prime are executed on a principal basis, and the prices the Fund receives may be less favorable than prices available in other markets.”see in full comparison
Full comparison: every changed paragraph (22)
The Sponsor is leanly staffed and relies heavily on key personnel to manage trading activities.
In managing and directing the day-to-day activities and affairs of the Fund, the Sponsor relies almost entirely on a small number of individuals, including Mr. Sal Gilbertie, Mr. Springer Harris, Ms. Cory Mullen-Rusin and Mr. Brian T. MacKenzie. If Mr. Gilbertie, Mr. Harris, Ms. Mullen-Rusin or Mr. MacKenzie were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of the Fund. To the extent that the Sponsor establishes additional commodity pools, even greater demands will be placed on these individuals.
The lack of full insurance and Shareholders’ limited rights of legal recourse against the Fund, Trustee, Sponsor, Trust Administrator, and Bitcoin Custodian expose the Fund and its Shareholders to the risk of loss of the Fund’s bitcoin for which no person or entity is liable.
The Fund is not a banking institution or otherwise a member of the Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) and, therefore, neither the Fund nor the Shares are insured or guaranteed by the FDIC or SIPC. Shareholders cannot be assured that the Bitcoin Custodians will maintain adequate insurance, that such coverage will cover losses with respect to the Fund’s bitcoins, or that sufficient insurance proceeds will be available to cover the Fund’s losses in full. The applicable Bitcoin Custodian’s insurance may not cover the type of losses experienced by the Fund. Alternatively, the Fund may be forced to share such insurance proceeds with other clients or customers of a Bitcoin Custodian, which could reduce the amount of such proceeds that are available to the Fund. The Fund is not a named insured under any Bitcoin Custodian’s insurance policies, though each Bitcoin Custodian has represented to the Sponsor that the insurance covers customer losses, including losses suffered by the Fund, arising from specified events, including fraud, theft, and cyber-security breaches. In addition, the bitcoin insurance market is limited, and the level of insurance maintained by a Bitcoin Custodian may be substantially lower than the assets of the Fund, or the amount of claims against a Bitcoin Custodian of all of the customers whose losses are covered by the Bitcoin Custodian’s insurance coverage. While the Bitcoin Custodians maintain certain capital reserve requirements depending on the assets under custody, and such capital reserves may provide additional means to cover client asset losses, the Fund cannot be assured that a Bitcoin Custodian will maintain capital reserves sufficient to cover actual or potential losses with respect to the Fund’s digital assets.
Gemini Agreements
Under the Gemini Bitcoin Custody Agreement, the Bitcoin Custodian’s liability is limited in various ways, including that the Bitcoin Custodian cannot be held responsible for any failure or delay to act by the Bitcoin Custodian, its service providers, or its banks that is within the time limits permitted by the Bitcoin Custody Agreement, or that is caused by the Fund’s negligence or is required to comply with applicable laws and regulations. The Bitcoin Custodian is not liable for any System Failure or Downtime (both as defined in the Bitcoin Custody Agreement), which prevents the Bitcoin Custodian from fulfilling its obligations under the Bitcoin Custody Agreement, provided that Bitcoin Custodian took reasonable care and used commercially reasonable efforts to prevent or limit such System Failures or Downtime and otherwise complied with the Bitcoin Custody Agreement. The Bitcoin Custody Agreement provides that “Downtime” means scheduled maintenance and a “System Failure” shall mean a failure of any computer hardware, software, computer systems, or telecommunications lines or devices used by the Bitcoin Custodian, or interruption, loss, or malfunction of utility, data center, Internet or network provider services used by the Bitcoin Custodian; provided, however, that a cybersecurity attack, data breach, hack, or other intrusion, or unauthorized disclosure by a third party, the Bitcoin Custodian, a service provider to the Bitcoin Custodian, or an agent or subcontractor of the Bitcoin Custodian, shall not be deemed a System Failure, to the extent such events or any losses arising therefrom are due to the Bitcoin Custodian’s failure to comply with its obligations under the Bitcoin Custody Agreement. The Bitcoin Custodian cannot be held responsible for any circumstances beyond the Bitcoin Custodian’s reasonable control, provided the Bitcoin Custodian took reasonable care and used commercially reasonable efforts in executing its responsibilities to the Fund pursuant to the Bitcoin Custody Agreement, which includes exercising the degree of care, diligence and skill that a prudent and competent professional provider of services similar to the custodial services would exercise in the circumstances, or such higher care where required by law or the Bitcoin Custody Agreement (collectively, the “Standard of Care”). The Bitcoin Custodian makes no guarantees regarding the Bitcoin network’s security, functionality, or availability, and will not be liable for or in connection with any acts, decisions, or omissions made by developers of the Bitcoin network. The Bitcoin Custodian is not liable for any losses or claims arising out of actions that are in the Fund’s control and related to the Fund’s use of the Bitcoin Custodian’s online platform, including but not limited to, the Fund’s failure to follow security protocols, the Bitcoin Custodian’s platform controls, improper instructions, failure to secure the Fund’s credentials from third parties, or anything else in the Fund’s control and is also not liable for any amount greater than the value of the assets on deposit in Fund’s account at the Bitcoin Custodian at the time of, and directly relating to, the events giving rise to the liability occurred, the value of which shall be determined in accordance with the Chicago Mercantile Exchange Bitcoin Reference Rate or any successor thereto. The Bitcoin Custodian is not liable to the Fund (whether under contract, tort (including negligence) or otherwise) for any indirect, incidental, special, punitive or consequential losses suffered or incurred by the Fund (whether or not any such losses were foreseeable). The Bitcoin Custodian is not liable to the Fund or anyone else for any loss or injury resulting directly or indirectly from any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect the Fund’s computer or other equipment, provided such malware did not originate from the Bitcoin Custodian or its agents. The Bitcoin Custody Agreement’s “Force Majeure” provision provides that the Bitcoin Custodian is not liable for delays, suspension of operations, failure in performance, or interruption of service to the extent it is directly due to a cause or condition beyond the reasonable control of the Bitcoin Custodian including, but not limited to, any act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, or state of emergency; provided, however, that for the avoidance of doubt, the Bitcoin Custody Agreement’s Force Majeure provision shall not apply in respect of System Failures or Downtime, which are subject to other respective provisions of the Bitcoin Custody Agreement. The occurrence of an event described in the Force Majeure provision shall not affect the validity and enforceability of any remaining provisions of the Bitcoin Custody Agreement.
In the event of potential losses incurred by the Fund as a result of the Bitcoin Custodian losing control of the Fund’s bitcoins or failing to properly execute instructions on behalf of the Fund, the Bitcoin Custodian’s liability with respect to the Fund will be subject to certain limitations which may allow it to avoid liability for potential losses or may be insufficient to cover the value of such potential losses. Furthermore, the insurance maintained by the Bitcoin Custodian may be insufficient to cover its liabilities to the Fund. Both the Fund and the Bitcoin Custodian are required to indemnify each other under certain circumstances.
Subject to the Force Majeure provision and as limited by the limitations of liability in the Bitcoin Custody Agreement, the Bitcoin Custodian shall be liable to the Fund for the Loss (defined below) of any of the Fund’s bitcoin or fiat currency to the extent that such Loss was caused by the negligence, fraud, willful or reckless misconduct of the Bitcoin Custodian or breach by the Bitcoin Custodian of its Standard of Care. The Bitcoin Custody Agreement provides that “Loss” means if, at any time the Fund’s Bitcoin Account or Fiat Account, as applicable, does not hold the bitcoin or fiat currency that had been (1) received by Bitcoin Custodian in connection with the Fund’s Bitcoin Account or Fiat Account pursuant to the Bitcoin Custody Agreement, or (2) duly sent to the Bitcoin Custodian by the Fund or Authorized Purchasers in connection with the Fund’s Bitcoin Account pursuant to the Bitcoin Custody Agreement but not received because of a failure caused by the Bitcoin Custodian. The Bitcoin Custody Agreement provides that “Loss” shall include situations where the Bitcoin Custodian fails to execute a valid withdrawal request, bitcoin are withdrawn from the Fund’s Bitcoin Account other than pursuant to a withdrawal request, or the Fund is not able to timely withdraw bitcoin from the Bitcoin Account pursuant to a withdrawal request, in each case due to a failure caused by the Bitcoin Custodian; provided, however, that the Bitcoin Custodian’s failure to permit timely withdrawals because it has determined that it cannot do so due to the requirements of applicable laws and regulations or because of the operation of its fraud detection controls shall not be considered a Loss, provided the Bitcoin Custodian is acting reasonably and in good faith. The Bitcoin Custody Agreement provides that should a Loss of the Fund’s bitcoin or fiat currency due to the negligence, fraud, willful or reckless misconduct of the Bitcoin Custodian or a breach by the Bitcoin Custodian of its Standard of Care occur, the Bitcoin Custodian will, as soon as practicable, return to the Fund a quantity of the same digital asset that is equal to the quantity of digital assets involved in the Loss, or return to the Fund a quantity of the same fiat currency that is equal to the quantity of fiat currency involved in the Loss (if the Loss involved the Fiat Account). However, the Fund does not control the Bitcoin Custodian and cannot guarantee that the Bitcoin Custodian will perform its obligations to the Fund under the Bitcoin Custody Agreement, in a timely manner or at all. The Bitcoin Custody Agreement provides that (i) the Bitcoin Custodian does not own or control the underlying software protocols of networks which govern the operation of digital assets (including the Bitcoin Blockchain), (ii) the Bitcoin Custodian makes no guarantees regarding their security, functionality, or availability, and (iii) in no event shall the Bitcoin Custodian be liable for or in connection with any acts, decisions, or omissions made by developers or promoters of digital assets, including bitcoin.
Similarly, under the Clearing Agreement, the Bitcoin Custodian’s liability in connection with the Clearing Services is limited as follows, among others: the Bitcoin Custodian does not have any responsibility for any sale or purchase of bitcoin for cash to a Liquidity Provider through the Clearing Services (such a transaction, a “Clearing Transaction”), other than as specifically identified in the Clearing Agreement. The Bitcoin Custodian may rely upon, without liability on its part, any clearing request submitted through Gemini’s platform. Absent gross negligence, willful misconduct or fraud, the Bitcoin Custodian shall not be liable for any loss resulting from a clearing request or the use of Clearing Services. Validation and confirmation procedures used by Gemini are designed only to verify the source of clearing requests and that each party has met its respective obligations in respect of a clearing request and not to detect errors in the content of a clearing request or to prevent duplicate clearing requests. The Fund is responsible for losses resulting from clearing requests provided by it and for any errors made by or on behalf of the Fund, any errors resulting, directly or indirectly, from fraud or the duplication of any clearing request by or on behalf of the Fund, or any losses resulting from the malfunctioning of any devices used by the Fund or loss or compromise of credentials used by the Fund to deliver clearing requests. The Bitcoin Custodian may reject, refuse to settle or otherwise not complete any request to settle a bitcoin transaction through the Clearing Services for any reason necessary to comply with applicable laws and regulations or in connection with its fraud or other compliance controls and systems, and the Bitcoin Custodian shall have no liability whatsoever to the Fund, any transaction counterparty or any other party in connection with or arising out of the Bitcoin Custodian rejecting, refusing or otherwise not completing the settlement of a transaction through the Clearing Services. The Bitcoin Custodian will not settle transactions through the Clearing Services: (i) if either party to a Clearing Transaction has not fully funded its accounts held with the Bitcoin Custodian and used in connection with the Clearing Services (in the Fund’s case, the Clearing Account and Fiat Account), as applicable, with the required fiat currency amount or bitcoin amount, as applicable, prior to the agreed expiration time; (ii) if either party to a Clearing Transaction has not confirmed its acceptance of the clearing request to the Bitcoin Custodian prior to the agreed expiration time; (iii) if either party to a transaction is not a Gemini customer; or (iv) for any other reason as determined by the Bitcoin Custodian in its sole discretion to comply with applicable laws and regulation or in connection with the Bitcoin Custodian’s fraud or other compliance controls and systems. Although the Bitcoin Custodian has represented to the Sponsor that Clearing Transactions ordinarily settle automatically within minutes once the bitcoin and cash have been funded by both the Fund and the Liquidity Provider in their respective accounts at the Bitcoin Custodian used in connection with the Clearing Services (in the Fund’s case, the Clearing Account and Fiat Account), the Bitcoin Custodian is not required by the Clearing Agreement to settle the Clearing Transaction that quickly. These and the other limitations on the Bitcoin Custodian’s liability may allow it to avoid liability for potential losses, even if the Bitcoin Custodian directly caused such losses.
F-126
The Clearing Agreement provides that it is subject to Gemini’s User Agreement. Pursuant to Gemini’s User Agreement, Gemini agrees to take reasonable care and use commercially reasonable efforts in executing Gemini’s responsibilities to the Fund pursuant to the User Agreement, or such higher care where required by law or as specified by the User Agreement. Gemini uses commercially reasonable efforts to provide the Fund with a reliable and secure platform. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of Gemini's control. These factors can contribute to delays, errors in service, or system outages, creating difficulties in accessing the Fund’s account, withdrawing fiat currency or bitcoin, depositing fiat currency or bitcoin, and/or placing and/or canceling orders.
Under the User Agreement, Gemini is not liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond Gemini’s reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet or network provider services.
Except to the extent required by law, Gemini is not liable under the User Agreement, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, or similar damages, including lost trading or other profits, diminution in asset value, or lost business opportunities (even if Gemini has been advised of the possibility thereof) in connection with the transactions subject to the User Agreement. Gemini’s total liability for breach of the User Agreement shall be limited by the value of any of the Fund’s allegedly lost fiat currency and digital assets in the custody of Gemini at the time of loss. Under the User Agreement, Gemini is not liable for delays or interruptions in service caused by automated or other compliance checks or for other reasonable delays or interruptions in service, by definition to include any delay or interruption shorter than one week, or delays or interruptions in service beyond the control of Gemini or its service providers. The limitation on liability under the User Agreement includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect the Fund’s computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems, or any force majeure. Gemini does not guarantee continuous, uninterrupted, or secure access to Gemini. Gemini is not responsible for any failure or delay to act by any Gemini service provider, including Gemini’s banks, or any other participant that is within the time limits permitted by the User Agreement or prescribed by law, or that is caused by the Fund’s negligence.
Under the User Agreement, Gemini is not responsible for any “System Failure” (defined as a failure of any computer hardware or software used by Gemini, a Gemini service provider, or any telecommunications lines or devices used by Gemini or a Gemini service provider), or scheduled or unscheduled maintenance or downtime, which prevents Gemini from fulfilling its obligations under the User Agreement, provided that Gemini used commercially reasonable efforts to prevent or limit such System Failures, or downtime. Gemini cannot be held responsible for any other circumstances beyond Gemini’s reasonable control.
Trust Agreement
Under the Trust Agreement, the Trustee and the Sponsor will not be liable for any liability or expense incurred, including, without limitation, as a result of any loss of bitcoin by the Bitcoin Custodian, absent gross negligence or bad faith on the part of the Trustee or the Sponsor or breach by the Sponsor of the Trust Agreement, as the case may be. As a result, the recourse of the Fund or the Shareholders to the Trustee or the Sponsor, including in the event of a loss of bitcoin by the Bitcoin Custodian, is limited.
The Shareholders’ recourse against the Sponsor, the Trustee, and the Fund’s other service providers for the services they provide to the Fund, including, without limitation, those relating to the holding of bitcoin or the provision of instructions relating to the movement of bitcoin, is limited. For the avoidance of doubt, neither the Sponsor, the Trustee, nor any of their affiliates, nor any other party has guaranteed the assets or liabilities, or otherwise assumed the liabilities, of the Fund, or the obligations or liabilities of any service provider to the Fund, including, without limitation, the Bitcoin Custodian. Consequently, a loss may be suffered with respect to the Fund’s bitcoin that is not covered by the Bitcoin Custodian’s insurance and for which no person is liable in damages. As a result, the recourse of the Fund or the Shareholders, under applicable law, is limited.
The Fund’s transactions with BitGo Prime are executed on a principal basis, and the prices the Fund receives may be less favorable than prices available in other markets.
When the Fund purchases or sells bitcoin through BitGo Prime, BitGo Prime acts as principal — meaning that BitGo Prime is itself the counterparty to the Fund’s transaction, rather than acting as the Fund’s agent in seeking to obtain the best available price from third parties. BitGo Prime may, and is expected to, enter into Riskless Principal Transactions in which BitGo Prime contemporaneously executes an offsetting transaction with one or more third parties. BitGo Prime is not obligated under the BitGo Prime Master Purchase Agreement to identify the ultimate source of liquidity for any such transaction or to price its transaction with the Fund at the same price as the offsetting Riskless Principal Transaction. As a result, BitGo Prime may earn a markup or spread on each transaction with the Fund, and the price at which the Fund transacts with BitGo Prime may be less favorable to the Fund than the price at which the Fund could have executed an equivalent transaction with a different counterparty or in another market at the same time. The Sponsor, in selecting among approved Bitcoin Trading Counterparties for any given transaction, will typically seek to buy or sell bitcoin at a price as close to the Bitcoin Price as practical, but there can be no assurance that the prices the Fund receives from BitGo Prime will be the best available prices.
The Fund depends on BitGo Prime’s trading system to execute and settle transactions with BitGo Prime, and a failure of that system could result in losses to the Fund.
Transactions with BitGo Prime are generally executed through BitGo Prime’s proprietary electronic trading system. Under the BitGo Prime Master Purchase Agreement, the trading system is provided on an “as is” basis, and BitGo Prime makes commercially reasonable efforts but does not guarantee its functionality, availability, or accuracy. In the event of a system failure, errors in pricing, controls, or design of the trading system, or interruption or delay in service, the Fund may be unable to enter, execute, modify, or cancel orders or trade requests, or may receive untimely acceptance, rejection, or execution reports. BitGo Prime’s liability to the Fund for any such damage, expense, or loss is generally disclaimed under the BitGo Prime Master Purchase Agreement, except to the extent caused by BitGo Prime’s negligence, willful misconduct, or fraud. BitGo Prime may also suspend or terminate the Fund’s access to all or any part of its trading services at any time, with or without cause or prior notice. Any of the foregoing could adversely affect the Fund’s ability to acquire or dispose of bitcoin on a timely basis or at favorable prices, which could adversely affect the value of the Shares.
F-127
Management's Discussion & Analysis (MD&A)
New heading “*BTCK commenced operations on June 3, 2026, therefore comparison to prior periods is not provided.”
Largest changes
Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies. Geopolitical conflict, including war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, conflicts in the Middle East including the February 28, 2026 U.S./Israel strikes on Iran and Iran's retaliation, including the reported Strait of Hormuz closure, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers (including U.S. tariff actions and retaliatory tariffs from key agriculture trading partners), global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities and the value, pricing, and liquidity of the investments or other assets held by a Fund. For example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East, and related sanctions and trading restrictions, have caused and could continue to cause significant market disruptions and volatility globally.see in full comparison
“More generally, a climate of uncertainty and panic, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, a Fund may have difficulty achieving its investment objective which may adversely impact performance. …”see in full comparison
“*BTCK commenced operations on June 3, 2026, therefore comparison to prior periods is not provided.”see in full comparison
“Other than the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. …”see in full comparison
“Realized gain or loss on trading is a function of 1) the change in the price of particular contracts, bitcoin, or foreign currency sold in relation to redemption of shares, 2) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 3) the full-turn brokerage commission fee recognized on a per trade basis. Unrealized gain or loss on trading is a function of the change in the price of bitcoin, contracts, and foreign currency held on the final date of the period versus the purchase price for each and the number held. …”see in full comparison
“The performance data above for the 7RCC Spot Bitcoin and Carbon Credit Futures ETF represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. BTCK commenced operations on June 3, 2026.”see in full comparison
Full comparison: every changed paragraph (71)
On September 17, 2025, BTCK was established as a new series of the Trust. The Fund commenced operations on June 3, 2026.
On September 17, 2025, BTCK, was established as a new series of the Trust. The fund has not commenced investment operations. As of December 10, 2025, the Fund issued four shares at $25.00 per share as seed capital. Other than the initial capitalization, the Fund had no operations, no investment activity, and no realized or unrealized gains or losses during the three months ended March 31, 2026.
Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies. Geopolitical conflict, including war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, conflicts in the Middle East including the February 28, 2026 U.S./Israel strikes on Iran and Iran's retaliation, including the reported Strait of Hormuz closure, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers (including U.S. tariff actions and retaliatory tariffs from key agriculture trading partners), global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities and the value, pricing, and liquidity of the investments or other assets held by a Fund. For example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East, and related sanctions and trading restrictions, have caused and could continue to cause significant market disruptions and volatility globally.
For example, inIn late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the west. The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects on regional and global economic markets, and cause volatility in commodity prices including energy and grain prices, and the share price of a Fund. Such events may occur in the future, due to the region’s importance to these markets, potential impacts to global transportation and shipping, and other supply chain disruptions.disruptions, and adversely impact a Fund’s ability to achieve its investment objective. These events are unpredictable and may lead to extended periods of price volatility.
More generally, a climate of uncertainty and panic, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, a Fund may have difficulty achieving its investment objective which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, a Fund’s Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a Fund’s investments. These factors could cause substantial market volatility, exchange trading suspensions and closures that could impact the ability of a Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on the Trust’s performance, resulting in losses to your investment. The past, current and future global economic impact may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.
The investment objective of BTCK is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes of the price of bitcoin and the value of Carbon Credit Futures as represented by the 7RCC Kaiko Bitcoin Carbon Credit Index, less expenses from the Fund’s operations.
BTCK Benchmark
Each Benchmark is rebalanced periodically to ensure that each of the Benchmark Component Futures Contracts is weighted in the same proportion as in the investment objective for each Fund. The following tables reflect the MarchJune 31,30, 2026, Benchmark Component Futures Contracts weights for each of the Funds, the contract held is identified by the generally accepted nomenclature of contract month and year, which may differ from the month in which the contract expires:
The Funds seek to earn interest and other income (“interest income”) from cash equivalents that it purchases and, on the cash it holds through the Custodian or other financial institutions. The Sponsor anticipates that the interest income will increase the NAV of each Fund. The Funds apply the interest income to the acquisition of additional investments or use it to pay its expenses. If the Fund reinvests the earned interest income, it makes investments that are consistent with its investment objectives as disclosed. Any cash equivalent invested by a Fund will have original maturity dates of three and nine months or less at inception. Any cash equivalent invested by a Fund will be deemed by the Sponsor to be of investment grade quality. As of MarchJune 31,30, 2026, available cash balances in each of the Funds were invested in the U.S. Bank Demand Deposit Account, Goldman Sachs Financial Square Government Fund, and in commercial paper with maturities of ninety days or less. Additionally, the CORN, SOYB, CANE, and WEAT Funds may invest a portion of the amount of funds required to be deposited with the FCM as initial margin in U.S. Treasury obligations with time to maturity of 90three daysmonths or less. The obligations are purchased and held in the respective Fund accounts through the FCM.
This report covers the periods from January 1 to MarchJune 31,30, 2026 for CORN, SOYB, CANE, WEAT, and TAGS.TAGS, BTCK commenced operations on June 3, 2026. Total expenses are presented both gross and net of any expenses waived or paid by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”).
The discussion below addresses the material changes in the results of operations for the three and six months ended MarchJune 31,30, 2026 compared to the same period in 2025. The following includes a section for each Fund of the Trust for the periods in which each Fund was in operation. CORN, SOYB, WEAT, CANE andCANE, TAGS each operated for the entirety of all periods. BTCK commenced operations June 3, 2026.
In addition, the Agricultural Funds, except for TAGS, which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum. BTCK is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 0.68% per annum.
The Agricultural Funds and BTCK generally pay for all brokerage fees, taxes, and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, the Financial Industry Regulatory Authority (“FINRA”), or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. Each Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity. These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Marketing Agent, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to services provided by the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Funds and are, primarily, included as distribution and marketing fees on the statements of operations. These amounts, for the Trust and for each Fund, are detailed in the notes to the financial statements included in Part I of this filing.
On MarchJune 31,30, 2026, CORN held a total of 12,9327,877 CBOT Corn Futures contracts with a notional value of $306,708,151.$173,244,250. The contracts had an asset fair value of $130,097$0 and a liability fair value of $1,809,947.$20,676,471. The weighting of the notional value of the contracts is as follows: (1) 35% to the JUL26SEP26 contracts, the second to expire CBOT Corn Futures Contract, (2) 30% to SEP26DEC26 CBOT contracts, the third to expire CBOT Corn Futures Contract, and (3) 35% to DEC26DEC27 CBOT contracts, the CBOT Corn Futures Contract expiring in the December following the expiration month of the third to expire contract.
Total net assets for the Fund increased year over year by 497%,288%, driven by a combination of an increase in total shares outstanding of 13,949,9967,824,996 shares or 503%310% and a decrease in the NAV per share of ($0.19$0.95) or (0%5%). The net assets for the Fund increaseddecreased by 553%(44%) when comparing MarchJune 31,30, 2026, to DecemberMarch 31, 2025.2026. The change in total net assets year over year, in the opinion of management, was generally due to a combination of the appreciation of commodity prices and investor inflows which was driven by which was driven by war and other geopolitical events, including but not limited to Russia and Ukraine and conflicts in the Middle East have caused and may continue to cause volatility in commodity prices.
The increase in interest and other income year over year was due to higher average net assets and interest rates. As a result, the amount of interest income earned was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The Fund seeks to earn interest and other income in investment grade, short-duration instruments or deposits associated with the pool’s cash management strategy that may be used to offset expenses. These investments may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in the prospectuses and thus will impact your breakeven point.
The increase in management fee paid to the Sponsor is a result of higher average net assets. As a result of the inclineincrease the amount of assets of the Fund, the amount of management fees was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.
The increase in total gross fees and other expenses excluding management fees for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 was generally due to the allocation of expenses and total net assets relative to the other Funds. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. The Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the period.
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to MarchJune 31,30, 2026 and serves to illustrate the relative changes of these components.
On MarchJune 31,30, 2026, the Fund held a total of 964841 CBOT soybean futures contracts with a notional value of $55,490,425.$48,177,138. The contracts had an asset fair value of $1,825,673$242,041 and had a liability fair value of $20,562.$943,813. The weighting of the notional value of the contracts is as follows: (1) 35% to JUL26NOV26 CBOT contracts, (2) 30% to NOV26JAN27 CBOT contracts, and (3) 35% to NOV27 CBOT contracts.
Total net assets for the Fund increased year over year by 117%,81%, driven by a combination of an increase in total shares outstanding of 1,074,996749,996 shares or 90%61% and by an increase in the NAV per share of $3.07$2.63 or 14%.12%. The net assets for the Fund increaseddecreased by 43%(13)% when comparing MarchJune 31,30, 2026, to DecemberMarch 31, 2025.2026. The change in total net assets year over year, in the opinion of management, was generally due to a combination of appreciation of commodity prices and investor inflows which was driven by war and other geopolitical events, including but not limited to Russia and Ukraine and conflicts in the Middle East have caused and may continue to cause volatility in commodity prices.
The increase in interest and other income year over year was due to higher average net assets and interest rates. As a result, the amount of interest income earned as a percentage of average daily total net assets was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The Fund seeks to earn interest and other income in investment grade, short-duration instruments or deposits associated with the pool’s cash management strategy that may be used to offset expenses. These investments may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in the prospectuses and thus will impact your breakeven point.
The increase in management fees paid to the Sponsor is a result of higher average net assets. As a result of the inclineincrease in the amount of assets of the Fund, the amount of management fees was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.
The increase in total gross fees and other expenses excluding management fees for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 was generally due to the average net assets relative to the other Funds. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. The Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the period.
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to MarchJune 31,30, 2026 and serves to illustrate the relative changes of these components.
On MarchJune 31,30, 2026, the Fund held a total of 3,7684,061 ICE sugar futures contracts with a notional value of $68,085,147.$72,789,473. The contracts had an asset fair value of $1,607,856$149,012 and a liability fair value of $0$827,027. The weighting of the notional value of the contracts is as follows: (1) 35% to the JUL26MAR27 ICE No 11 contracts, (2) 30% to the OCT26MAY27 ICE No 11 contracts, and (3) 35% to the MAR27MAR28 ICE No 11 contracts.
Total net assets for the Fund increased year over year by 75%,601%, driven by a combination of an increase in total shares outstanding of 5,624,9966,474,996 or 625%682% and a decrease in the NAV per share of ($1.78$1.13) or (15%10%). The net assets for the Fund increased by 31%7% when comparing MarchJune 31,30, 2026, to DecemberMarch 31, 2025.2026. This change was, in the opinion of management, due to the stabilization of prices, an increase in net investor inflows and total net assets year over year,year in the opinion of management, was generally due to a combination of, the appreciation of commodity prices and investor inflows which waswere driven by war and other geopolitical events, including but not limited to Russia and Ukraine and conflicts in the Middle East have caused and may continue to cause volatility in commodity prices.
The increase in interest and other income year over year was due to increased interest rates, and higher average net assets. As a result, the amount of interest income earned as a percentage of average daily total net assets was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The Fund seeks to earn interest and other income in investment grade, short-duration instruments or deposits associated with the pool’s cash management strategy that may be used to offset expenses. These investments may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in the prospectuses and thus will impact your breakeven point.
The increase in management fee paid to the Sponsor is a result of higher average net assets. As a result of the increase in the amount of assets of the Fund, the amount of management fees was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.
The increase in total gross fees and other expenses excluding management fees for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the three and six months ended MarchJune 31,30, 2025 was generally due to higher average net assets relative to the other Funds. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. The Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the period.
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to MarchJune 31,30, 2026 and serves to illustrate the relative changes of these components.
On MarchJune 31,30, 2026, the Fund held a total of 9,4948,638 CBOT wheat futures contracts with a notional value of $303,622,075.$266,575,913. The contracts had an asset fair value of $13,094,464$0 and a liability fair value of $0.$24,668,372. The weighting of the notional value contracts is as follows: (1) 35% to JUL26SEP26 CBOT contracts, (2) 30% to SEP26DEC26 CBOT contracts, and (3) 35% to DEC26DEC27 CBOT contracts.
Total net assets for the Fund increased year over year by 163%,127%, driven by an increase in the shares outstanding of 8,014,9696,789,969 or 163%,129%, and ana increasedecrease in the NAV per share of $0.07($0.16) or 0%.(0.01)%. The net assets for the Fund increaseddecreased by $190,547,933($37,039,938) or approximately 169%(12%) when comparing MarchJune 31,30, 2026 to DecemberMarch 31, 2025.2026. The change in total net assets year over year, in the opinion of management, was generally due to a combination of the appreciationdepreciation of commodity prices and investor inflows which was driven by war and other geopolitical events, including but not limited to Russia and Ukraine and conflicts in the Middle East have caused and may continue to cause volatility in commodity prices.
The increase in interest and other income year over year was due to an increase in average net assets and decliningincreased interest rates. As a result, the amount of interest income earned as a percentage of average daily total net assets was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The Fund seeks to earn interest and other income in investment grade, short-duration instruments or deposits associated with the pool’s cash management strategy that may be used to offset expenses. These investments may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in the prospectuses and thus will impact your breakeven point.
The increase in management fee paid to the Sponsor is a result of higher average net assets. As a result of the inclineincrease in the amount of assets of the Fund, the amount of management fees was higher in the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The management fee is calculated at an annual rate of 1% of the Fund’s daily average net assets.
The increase in total gross fees and other expenses excluding management fees for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 was generally due to an increase in average net assets relative to the other Funds. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. The Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the period.
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to MarchJune 31,30, 2026 and serves to illustrate the relative changes of these components.
On MarchJune 31,30, 2026, the Fund held: 1) 414,618273,944 shares of CORN with a fair value of $7,603,514$4,588,562; 2) 327,169206,794 shares of WEAT with a fair value of $7,682,288$4,555,672; 3) 314,058186,397 shares of SOYB with a fair value of $7,661,665$4,548,086; and 4) 723,427460,591 shares of CANE with a fair value of $7,548,092.$4,509,186. The weighting on MarchJune 31,30, 2026 was 25% to CORN, 25% to WEAT, 25% to SOYB and 25% to CANE.
Total net assets for the Fund increased year over year by 202%,108%, driven by an increase in shares outstanding of 812,498399,998 shares or 202%110% and a decrease in the NAV/ per share of ($0.09$0.24) or (0%1%). The net assets for the Fund increaseddecreased by 384%(40%) when comparing MarchJune 31,30, 2026 to DecemberMarch 31, 2025.2026. The change in total net assets year over year, in the opinion of management, was generally due to a combination of appreciationdepreciation of commodity prices and investor inflows which was driven by war and other geopolitical events, including but not limited to Russia and Ukraine and conflicts in the Middle East have caused and may continue to cause volatility in commodity prices.
The decrease in total gross fees and other expenses for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 was generally due to the net assets relative to the other Funds. The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. The Sponsor has determined that no reimbursement will be sought in future periods for those expenses which have been waived for the period.
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to MarchJune 31,30, 2026 and serves to illustrate the relative changes of these components.
The 7RCC Spot Bitcoin and Carbon Credit Futures ETF ("BTCK") commenced operation on June 3, 2026. The investment objective of the Fund is to reflect the daily changes of the price of bitcoin and the value of Carbon Credit Futures, as represented by the 7RCC Kaiko Bitcoin Carbon Credit Index (the “Index”), less expenses from the Fund’s operations.
On June 30, 2026, the Fund held: 1) 3 contracts of the DEC26 ICE European Carbon Allowances with a notional value of $274,941 and 2) 18.28 bitcoins with a notional value of $1,071,328. The weighting on June 30, 2026 was 20% to Carbon Credit Futures and 80% to bitcoin.
*BTCK commenced operations on June 3, 2026, therefore comparison to prior periods is not provided.
Realized gain or loss on trading is a function of 1) the change in the price of particular contracts, bitcoin, or foreign currency sold in relation to redemption of shares, 2) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark and 3) the full-turn brokerage commission fee recognized on a per trade basis. Unrealized gain or loss on trading is a function of the change in the price of bitcoin, contracts, and foreign currency held on the final date of the period versus the purchase price for each and the number held. The Sponsor has a static benchmark as described above and trades futures contracts and bitcoin to adhere to that benchmark and to adjust for the creation or redemption of shares.
Other than the brokerage commissions, most of the expenses incurred by the Fund are associated with the day-to-day operation of the Fund and the necessary functions related to regulatory compliance. These are generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The structure of the Fund and the nature of the expenses are such that as total net assets grow, there is a scalability of expenses that may allow the total expense ratio to be reduced. However, if total net assets for the Fund fall, the total expense ratio of the Fund will increase unless additional reductions are made by the Sponsor to the daily expense accruals. The Sponsor can elect to adjust the daily expense accruals at its discretion based on market conditions and other Fund considerations.
Corn is currently the most widely produced livestock feed grain in the United States. The two largest demands of the United States’ corn crop are used in livestock feed and ethanol production. Corn is also processed into food and industrial products, including starch, sweeteners, corn oil, beverages, and industrial alcohol. The United States Department of Agriculture (“USDA”) publishes weekly, monthly, quarterly, and annual updates for U.S. domestic and worldwide corn production and consumption, and for other grains such as soybeans and wheat which can be used in some cases as a substitute for corn. These reports are available on the USDA’s website, www.usda.gov, at no charge. The outlook provided below is from the AprilJuly 2026 USDA report.
The United States is the world’s leading producer and exporter of corn. For the Crop Year 2025-26,2026-27, the USDA estimates that the U.S. will produce approximately 33%31% of all the corn globally, of which about 19%20% will be exported. For 2025-2026,2026-2027, based on the AprilJuly 2026, USDA reports, global consumption of 1,3011,320 Million Metric Tons (MMT) is expected to be slightly higher than global production of 1,3031,297 MMT. If the global demand for corn is not equal to global supply, this may have an impact on the price of corn. Besides the United States, other principal world corn exporters include Argentina, Brazil, Russia, South Africa, and Ukraine. Major import nations include Mexico, Japan, the European Union (EU), South Korea, Egypt, and parts of Southeast Asia. China’s production at 295307 MMT is approximately 9%6% less than its domestic usage.
According to the USDA, global corn consumption has increased just over 663%677% from crop years 1960/1961 to 20252026/20262027 as demonstrated by the graph below and is projected to continue to grow in coming years. Consumption growth is the result of a combination of many factors including: 1) global population growth, which, according to the U.S. Census Department,Bureau, is estimated to reach 9.7 billion by 2050; 2) a growing global middle class which is increasing the demand for protein and meat-based products globally and most significantly in developing countries; and 3) increased use of biofuels, including ethanol in the United States.
The price per bushel of corn in the United States is primarily a function of both U.S. and global production, as well as U.S. and global demand. The graph below shows the USDA published price per bushel by month for the period January 2007 to FebruaryMay 2026.
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On AprilJuly 9,10, 2026, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 2025-26.2026-27. The exhibit below provides a summary of historical and current information for United States corn production.
Global soybean production is concentrated in the U.S., Brazil, Argentina, and China. The USDA has estimated that, for the Crop Year 2025-26,2026-27, the United States will produce approximately 117121 MMT of soybeans or approximately 27% of estimated world production, with Brazil production at 175186 MMT. Argentina is projected to produce about 4950 MMT. For 2025-26,2026-27, based on the SeptemberJuly 20252026 USDA report, global consumption of 424442 MMT is estimated slightlyto lowerbe thanequal to global production of 426442 MMT. If the global demand for soybeans is not equal to global supply, this may have an impact on the price of soybeans. Global soybean consumption may fluctuate year over year due to any number of reasons which may include, but is not limited to, economic conditions, global health concerns, and international trade policy. Soybeans are a staple commodity used pervasively across the globe so that any contractions in consumption may only be temporary as has historically been the case. The USDA publishes weekly, monthly, quarterly, and annual updates for U.S. domestic and worldwide soybean production and consumption. These reports are available on the USDA’s website, www.usda.gov, at no charge. The outlook provided below is from the AprilJuly 2026 USDA report.
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The price per bushel of soybeans in the United States is primarily a function of both U.S. and global production, as well as U.S. and global demand. The graph below shows the USDA published price per bushel by month for the period January 2007 to February2026.May 2026.
On AprilJuly 9,10, 2026, the USDA released its monthly World Agricultural Supply and Demand Estimates (WASDE) for the Crop Year 2025-26.2026-27. The exhibit below provides a summary of historical and current information for United States soybean production.
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BTCK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BTCK (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 239,926 | $5.7M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 203,723 | $2.0M | 0.0% | Added 18% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 116,041 | $1.9M | 0.0% | Reduced 69% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 50,000 | $1.1M | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 38,141 | $930.6K | — | Sold out |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 50,000 | $837.5K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 12,949 | $308.7K | 0.0% | Reduced 51% |