What role did Grayscale Securities play in the GTAO Share issuance?

Grayscale Securities, LLC acted as the Authorized Participant for these Share distributions and as distributor and marketer. It may be deemed an underwriter under Section 2(a)(11) of the Securities Act but did not receive underwriting discounts or commissions for the reported sales.

Grayscale Bittensor Trust (GTAO) issues 121,300 new Shares in private sale

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Grayscale Bittensor Trust (TAO) reported an unregistered private sale of 121,300 Shares to accredited investors under Regulation D, Rule 506(c). The Shares were issued at prices based on the Trust’s NAV per Share in exchange for an aggregate of 2,322.50581174 TAO valued at $715,103.

Grayscale Securities, LLC acted as the Authorized Participant for these distributions and may be deemed an underwriter under the Securities Act, although it received no underwriting discounts or commissions. Following these issuances, there are 2,002,800 Shares of the Trust issued and outstanding as of April 1, 2026.

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: 121,300 Shares TAO contributed: 2,322.50581174 TAO Value of TAO contributed: $715,103 +1 more

4 metrics

New Shares issued 121,300 Shares Unregistered private placements under Rule 506(c)

TAO contributed 2,322.50581174 TAO Aggregate consideration for new Shares

Value of TAO contributed $715,103 Represents value of 2,322.50581174 TAO for issuances

Total Shares outstanding 2,002,800 Shares Issued and outstanding as of April 1, 2026

Key Terms

accredited investors, Regulation D, Rule 506(c), NAV per Share, +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.

Regulation D regulatory

"within the meaning of Rule 501 of Regulation D under the Securities Act of 1933"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(c) regulatory

"private placement transactions exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) thereunder"

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.

underwriter regulatory

"Grayscale Securities ... 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.

Understanding 8-K Material Events →

04/01/2026 - 04:18 PM

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): March 28, 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 Annual Report on Form 10-K by Grayscale Bittensor Trust (TAO) (the “Trust”), the Trust issued 121,300 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 2,322.50581174 TAO representing $715,103. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 2,002,800 Shares issued and outstanding as of April 1, 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:	April 1, 2026	By:	/s/ Edward McGee
			Name: Edward McGee Title: 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Grayscale Bittensor Trust (GTAO) disclose in this 8-K filing?

Grayscale Bittensor Trust disclosed an unregistered sale of 121,300 Shares to accredited investors. The Shares were issued in private placements under Regulation D, bringing total Shares issued and outstanding to 2,002,800 as of April 1, 2026.

How many new Grayscale Bittensor Trust (GTAO) Shares were issued?

The Trust issued 121,300 new Shares in recent private placements. These issuances were made at prices based on net asset value per Share and conducted under Rule 506(c) of Regulation D, targeting accredited investors under U.S. securities laws.

What assets did Grayscale Bittensor Trust (GTAO) receive for the new Shares?

For the 121,300 newly issued Shares, the Trust received an aggregate of 2,322.50581174 TAO. This contributed value of $715,103 based on the Trust’s valuation, with pricing determined by reference to its net asset value per Share.

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

After the reported private placements, Grayscale Bittensor Trust has 2,002,800 Shares issued and outstanding as of April 1, 2026. This figure reflects cumulative Share creations, including the 121,300 Shares issued to accredited investors in the recent transactions.

Under which exemption were the new Grayscale Bittensor Trust (GTAO) Shares sold?

The new Shares were sold in private placement transactions exempt from registration under the Securities Act, using Rule 506(c) of Regulation D. Purchasers were accredited investors as defined in Rule 501, allowing the Trust to avoid public registration requirements.

Filing Exhibits & Attachments

1 document