Grayscale Bittensor Trust (TAO) Reports Private Placement of 151,900 Shares

What Happened

• Grayscale Bittensor Trust (TAO) filed an 8-K on September 28, 2026 (Item 3.02) reporting unregistered sales of equity securities. The Trust issued 151,900 Shares to selected accredited investors in private placements exempt under Rule 506(c) of the Securities Act. The sales aggregated 2,869.41581933 TAO, representing $891,272. After these issuances, there were 2,994,200 Shares issued and outstanding as of September 28, 2026.
• Grayscale Securities, LLC acted as the Authorized Participant for these distributions and, as facilitator and distributor/marketer, may be deemed an “underwriter” under the Securities Act. No underwriting discounts or commissions were paid to Grayscale Securities for these sales.

Key Details

• Filing date: September 28, 2026 (Form 8-K, Item 3.02 — Unregistered Sales).
• Shares issued: 151,900; aggregate reported as 2,869.41581933 TAO valued at $891,272.
• Shares outstanding after issuance: 2,994,200.
• Sales made to accredited investors under Rule 506(c); Grayscale Securities acted as Authorized Participant and may be treated as an underwriter, with no commissions paid.

Why It Matters

• Dilution and supply: The issuance increases the number of shares outstanding, which can affect per-share metrics and the supply of TAO available in the market. Retail investors should note the new total of 2,994,200 shares.
• Ongoing creation: The filing notes that Shares are created and issued periodically; such periodic private placements mean future issuances (and potential dilution) may occur over time.
• Legal/market role of Grayscale Securities: Because Grayscale Securities facilitated and distributed the creation of shares, it may be considered an underwriter under securities law—this is a legal characterization rather than a cash-fee event, since no underwriting discounts or commissions were paid.