Grayscale Bittensor Trust issues 151,900 shares

The Trust reported 2,994,200 Shares issued and outstanding as of September 28, 2026.

Rhea-AI Filing Summary

Grayscale Bittensor Trust (TAO) (GTAO) issued 151,900 Shares in private placements to selected accredited investors at varying prices determined by reference to NAV per Share. The transactions were exempt from Securities Act registration under Rule 506(c) and represented an aggregate of 2,869.41581933 TAO, representing $891,272. Grayscale Securities, LLC acted as the Authorized Participant, and no underwriting discounts or commissions were paid to it for these sales. Because Shares are created and issued periodically, a distribution may occur from time to time, and Grayscale Securities may be deemed an underwriter.

Filing Explained

The filing adds the Trust’s resulting share count: Grayscale Bittensor Trust had 2,994,200 Shares issued and outstanding as of September 28, 2026; the 151,900 shares in the private placements are the new block, while 2,994,200 is the total then outstanding.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued: 151,900 Shares TAO: 2,869.41581933 TAO Aggregate value: $891,272 +1 more

4 metrics

Shares issued 151,900 Shares Private placement transactions

TAO 2,869.41581933 TAO Aggregate represented by the Shares issued

Aggregate value $891,272 Represented by the aggregate TAO distributed

Shares issued and outstanding 2,994,200 Shares As of September 28, 2026

Key Terms

accredited investors, Rule 506(c), NAV per Share, Authorized Participant, +1 more

5 terms

accredited investors regulatory

"to selected “accredited investors,” within the meaning of Rule 501"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Rule 506(c) regulatory

"exempt from the registration requirements pursuant to Rule 506(c)"

A SEC rule that lets companies publicly advertise private securities offerings, provided they sell only to accredited investors and take reasonable steps to verify buyers’ financial status. Think of it like a public event that still requires checking IDs and qualifications at the door: it widens a company’s pool of potential backers but requires stricter verification to protect less-experienced investors. For investors, it signals easier deal access but also higher due diligence responsibility.

NAV per Share financial

"prices determined by reference to its NAV per Share"

NAV per share is the value of a fund or company's assets minus its liabilities, divided by the number of shares outstanding — think of it as the price of one slice of a pie made from all the holdings. Investors use it to judge whether a share’s market price is fair: if the market price is lower than NAV per share, shares may be trading at a discount; if higher, at a premium.

Authorized Participant financial

"acted as the Authorized Participant"

An authorized participant is a large broker-dealer or market professional authorized by an exchange-traded fund to create and redeem ETF shares by exchanging baskets of the underlying securities. They act like a bridge between the ETF and its underlying market, helping keep the ETF’s trading price close to the value of its holdings and supplying liquidity. For investors, healthy authorized-participant activity reduces price distortion and makes it easier to buy or sell ETF shares without large costs.

underwriter regulatory

"may be deemed an “underwriter” under Section 2(a)(11)"

An underwriter is a financial firm that evaluates, guarantees and helps sell a new security offering—such as a stock or bond—by buying the issue from the issuer and reselling it to investors or organizing the sale. Think of them as a bridge or safety net: they take on the risk, set the price, handle marketing and paperwork, and their work determines how much money a company can raise and how smoothly the offering reaches the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares and how much TAO did GTAO issue in private placements?

The Trust issued 151,900 Shares for an aggregate of 2,869.41581933 TAO, representing $891,272.

Who could buy GTAO shares in the private placements, and how was the price set?

The placements were made to selected accredited investors at varying prices determined by reference to NAV per Share, under the Rule 506(c) exemption from Securities Act registration.

How many GTAO Shares were issued and outstanding?

The Trust reported 2,994,200 Shares issued and outstanding as of September 28, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 04:05 PM Accepted by SEC EDGAR 09/28/2026 - 04:04 PM Learn about SEC filing dates

0002029297false00020292972026-09-232026-09-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2026

Grayscale Bittensor Trust (TAO)

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-56788	99-6506784
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
c/o Grayscale Investments Sponsors, LLC 290 Harbor Drive, 4th Floor
Stamford, Connecticut				06902
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 668-1427

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Grayscale Bittensor Trust (TAO) Shares		GTAO		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

Since the sales reported on the most recently filed Current Report on Form 8-K by Grayscale Bittensor Trust (TAO) (the “Trust”), the Trust issued 151,900 Shares at varying prices determined by reference to its NAV per Share to selected “accredited investors,” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), in private placement transactions exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) thereunder for an aggregate of 2,869.41581933 TAO representing $891,272. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 2,994,200 Shares issued and outstanding as of September 28, 2026.

Because Shares have been, and continue to be, created and issued on a periodic basis, a “distribution,” as such term is used in the Securities Act, may be occurring from time to time. As a result, Grayscale Securities, as Authorized Participant facilitating the creation of Shares and as distributor and marketer, may be deemed an “underwriter” under Section 2(a)(11) of the Securities Act. No underwriting discounts or commissions were paid to Grayscale Securities with respect to such sales.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Grayscale Investments Sponsors, LLC, as Sponsor of Grayscale Bittensor Trust (TAO)
Date:	September 28, 2026	By:	/s/ Kathryn Masci
			Name: Kathryn Masci Title: Interim Chief Financial Officer*

* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant.

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