{"url_path":"/sec/gtao/8-k/2026-05-20/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/2029297/0001193125-26-232526-index.html","accession_number":"0001193125-26-232526","cik":"0002029297","ticker":"GTAO","issuer_name":"Grayscale Bittensor Trust (TAO)","edgar_url":"https://www.sec.gov/Archives/edgar/data/2029297/0001193125-26-232526-index.html","primary_entity_key":"0002029297","primary_entity_name":"Grayscale Bittensor Trust (TAO)"},"word_count":290,"has_tables":true,"body_markdown":"Item 3.02. Unregistered Sales of Equity Securities.\n\nSince the sales reported on the most recently filed Current Report on Form 8-K by Grayscale Bittensor Trust (TAO) (the “Trust”), the Trust issued 211,900 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 4,038.86617550 TAO representing $1,149,569. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 2,397,300 Shares issued and outstanding as of May 20, 2026.\n\nBecause 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.\n\n \n\n \n\n \n\nSIGNATURES\n\nPursuant 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.\n\n \n\n \n\n \n\nGrayscale Investments Sponsors, LLC, as Sponsor of Grayscale Bittensor Trust (TAO)\n\n \n\n \n\n \n\n \n\nDate:\n\nMay 20, 2026\n\nBy:\n\n/s/ Edward McGee\n\n \n\n \n\n \n\nName: Edward McGee\nTitle: Chief Financial Officer*\n\n \n\n* 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."}