Grayscale Bittensor Trust sells $650K in shares

Grayscale Bittensor Trust (GTAO) discloses unregistered private placements of 148,800 Shares for about $650,589, bringing total outstanding Shares to 2,842,300.

Rhea-AI Filing Summary

Grayscale Bittensor Trust (TAO) (GTAO) reports that it has completed additional unregistered sales of its Shares in private placements to accredited investors. The Trust issued 148,800 Shares at varying prices based on its NAV per Share, for an aggregate of 2,814.13415038 TAO representing $650,589, under the Securities Act exemption in Rule 506(c) of Regulation D. Grayscale Securities, LLC acted as Authorized Participant, distributor and marketer in these distributions and may be deemed an underwriter, but received no underwriting discounts or commissions. Following these issuances, there were 2,842,300 Shares issued and outstanding as of September 15, 2026.

Filing Explained

Share creation is described as periodic and potentially ongoing; Grayscale Securities may be deemed an underwriter, without underwriting discounts or commissions paid.

The filing states that Shares have been and continue to be created and issued periodically, leaving distributions potentially occurring from time to time rather than ending with the reported sales.

Grayscale Securities acted as the Authorized Participant and may be deemed an underwriter because it facilitated Share creation and served as distributor and marketer; no underwriting discounts or commissions were paid for these sales.

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

New Shares Issued: 148,800 Shares TAO Contributed: 2,814.13415038 TAO Aggregate Consideration: $650,589 +2 more

5 metrics

New Shares Issued 148,800 Shares Unregistered private placements to accredited investors reported in this 8-K

TAO Contributed 2,814.13415038 TAO Aggregate TAO represented by the 148,800 newly issued Shares

Aggregate Consideration $650,589 Value represented by the 2,814.13415038 TAO for the new Shares

Shares Outstanding 2,842,300 Shares Issued and outstanding as of September 15, 2026, after the new issuances

Securities Act Exemption Rule 506(c) of Regulation D Basis for unregistered sales of Shares to accredited investors

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 of the Securities Act 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

"issued 148,800 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 acted as the Authorized Participant with respect to these distributions"

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 new securities did Grayscale Bittensor Trust (GTAO) issue?

Grayscale Bittensor Trust (TAO) issued 148,800 Shares in additional unregistered private placements to selected accredited investors, with prices determined by reference to its NAV per Share, under the Rule 506(c) exemption of Regulation D.

How much value did the new GTAO Shares represent in TAO and dollars?

The newly issued 148,800 Shares represented an aggregate of 2,814.13415038 TAO and $650,589, with the per-Share prices set by reference to the Trust’s NAV per Share at the time of each private placement.

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

As of September 15, 2026, there were 2,842,300 Shares of Grayscale Bittensor Trust (TAO) issued and outstanding, after including the 148,800 Shares issued in the reported private placement transactions.

Were the new GTAO Shares registered with the SEC?

No. The Shares were issued in unregistered private placement transactions to accredited investors, in reliance on the Rule 506(c) exemption under Regulation D of the Securities Act of 1933.

Did Grayscale Securities receive underwriting fees on these GTAO sales?

No underwriting discounts or commissions were paid to Grayscale Securities, LLC in connection with these private placement sales, even though it acted as Authorized Participant, distributor and marketer and may be deemed an underwriter under Section 2(a)(11) of the Securities Act.

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

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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 10, 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 148,800 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 2,814.13415038 TAO representing $650,589. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 2,842,300 Shares issued and outstanding as of September 15, 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 15, 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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