Grayscale Bittensor Trust sells $1.3M in shares

Grayscale Bittensor Trust (TAO) (GTAO) reported unregistered sales of its shares in a private placement to accredited investors.

Rhea-AI Filing Summary

Grayscale Bittensor Trust (TAO) (GTAO) reported unregistered sales of its shares in a private placement to accredited investors. Since its most recent prior report, the Trust issued 296,200 Shares at prices determined by reference to its NAV per Share under a Rule 506(c) exemption from registration.

The placement represented TAO with a stated aggregate value of $1,306,098. Grayscale Securities, LLC acted as the Authorized Participant for these creations and, as distributor and marketer, may be deemed an underwriter under Section 2(a)(11) of the Securities Act, though it received no underwriting discounts or commissions. Following these issuances, 2,693,500 Shares were issued and outstanding as of August 27, 2026.

Filing Explained

The filing says Shares are created and issued periodically, so a securities-law “distribution” may be occurring from time to time; the share-creation process remains ongoing rather than being presented as one completed sale.

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 in private placement: 296,200 Shares Aggregate value of TAO represented: $1,306,098 Shares issued and outstanding: 2,693,500 Shares +1 more

4 metrics

Shares issued in private placement 296,200 Shares Issued since the most recent prior sales report in exempt private placements

Aggregate value of TAO represented $1,306,098 Aggregate value of TAO associated with the newly issued Shares

Shares issued and outstanding 2,693,500 Shares Total issued and outstanding as of August 27, 2026

Form type Form 8-K Current report disclosing unregistered sales of equity securities (Item 3.02)

Key Terms

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

5 terms

accredited investors financial

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

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

"private placement transactions 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

"Shares at varying 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

"Grayscale Securities, LLC (“Grayscale Securities”) 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) of the Securities Act"

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.

What equity did Grayscale Bittensor Trust (GTAO) recently issue?

Grayscale Bittensor Trust (TAO) issued 296,200 Shares in private placement transactions. The shares were sold to accredited investors at prices determined by reference to the Trust’s NAV per Share, under an exemption from registration provided by Rule 506(c) of Regulation D.

How much value did the new GTAO issuances represent?

The new issuances by Grayscale Bittensor Trust (TAO) represented TAO with an aggregate stated value of $1,306,098. The Trust indicates these sales were conducted at varying prices tied to its NAV per Share in exempt private placements to accredited investors.

How many Grayscale Bittensor Trust (GTAO) shares are now outstanding?

After the reported private placements, Grayscale Bittensor Trust (TAO) had 2,693,500 Shares issued and outstanding as of August 27, 2026. This figure reflects the additional 296,200 Shares created and issued since the most recent prior sales report.

Under what exemption were the new GTAO shares sold?

The new Grayscale Bittensor Trust (TAO) shares were sold in private placements exempt from registration under Rule 506(c) of Regulation D of the Securities Act. The Trust states that the investors were selected accredited investors as defined in Rule 501.

What role did Grayscale Securities play in the GTAO transactions?

Grayscale Securities, LLC acted as the Authorized Participant for the share creations and as distributor and marketer. The Trust states that Grayscale Securities may be deemed an underwriter under Section 2(a)(11) of the Securities Act and that no underwriting discounts or commissions were paid.

Did Grayscale Bittensor Trust (GTAO) pay underwriting commissions on these sales?

No. The Trust states that no underwriting discounts or commissions were paid to Grayscale Securities, LLC in connection with these private placement sales of Grayscale Bittensor Trust (TAO) Shares to accredited investors.

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

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Available on EDGAR 08/27/2026 - 04:04 PM EDT Accepted by SEC EDGAR 08/27/2026 - 04:03 PM EDT Learn about SEC filing dates

0002029297false00020292972026-08-252026-08-25

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): August 25, 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 296,200 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 5,612.44320658 TAO representing $1,306,098. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 2,693,500 Shares issued and outstanding as of August 27, 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:	August 27, 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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