Grayscale Bittensor Trust TAO

Item 1.01. Entry into a Material Definitive Agreement. Second Amended and Restated Declaration of Trust and Trust Agreement On January 12, 2026, following approval of the Proposals (as defined below), Grayscale Investments Sponsors, LLC, the sponsor (the “Sponsor”) of Grayscale Bittensor Trust (TAO) (the “Trust”), and CSC Delaware Trust Company, the trustee (the “Trustee”) of the Trust, entered into the Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of January 12, 2026 (the “Second A&R Trust Agreement”). The full text of the Second A&R Trust Agreement and a more detailed description of the proposals are available in the Trust’s Notice to Shareholders dated December 8, 2025 (the “Consent Solicitation Statement”). The foregoing description of the Second A&R Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Trust Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 8, 2025, the Sponsor solicited the consent of the shareholders of the Trust (the “Consent Solicitation”) to approve seven proposals to amend the Amended and Restated Declaration of Trust and Trust Agreement (as amended, the “Trust Agreement”) between the Sponsor and the Trustee, all of which were approved by the requisite majority of outstanding shares held by the Trust’s shareholders as of the record date for the Consent Solicitation. The Proposals are described in more detail in the Consent Solicitation Statement. Proposal 1: The proposal to approve amendments to the Trust Agreement authorizing the Sponsor, subject to certain conditions relating to the Trust’s qualification as a grantor trust for U.S. federal income tax purposes, to cause the Trust to stake a portion of the TAO held by the Trust through the Bittensor network’s proof-of-stake validation protocol. Under this approval, the Sponsor may arrange for staking through contractual arrangements with the Custodian and, through the Custodian’s engagement, staking providers. In connection with such activities, the Trust may accept staking consideration and, for a limited time, hold consideration other than TAO received as a result of staking (“Proposal 1”) was approved based on the following votes: For Against Abstain ───────────────────────────────── 0 0 80 Proposal 2: The proposal to approve amendments to the Trust Agreement providing the Sponsor with the ability to make (i) certain restatements, amendments or supplements to the Trust Agreement that would materially adversely affect the interests of the shareholders as determined by the Sponsor in its sole discretion with a 20-day notice to shareholders and (ii) certain other restatements, amendments or supplements to the Trust Agreement only if certain conditions set forth in the amendments relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes are satisfied (“Proposal 2”) was approved based on the following votes: For Against Abstain ───────────────────────────────── 0 0 80 Proposal 3: The proposal to approve amendments to the Trust Agreement providing that, in addition to the Sponsor’s Fee, the Sponsor may be entitled to receive a Sponsor’s Staking Fee, as partial consideration for facilitating staking (if and to the extent permitted under the Trust Agreement), in an amount determined in the Sponsor’s sole discretion, as described in the Trust Agreement (“Proposal 3”), was approved based on the following votes: For Against Abstain ───────────────────────────────── 0 0 80 Proposal 4: The proposal to approve amendments to the Trust Agreement authorizing alternative procedures for the creation and redemption of baskets. Under this approval, the Trust may create and redeem baskets in exchange for cash, rather than solely through in-kind transfers of TAO, with Authorized Participants, as described in the Trust Agreement (“Proposal 4”), was approved based on the following votes: For Against Abstain ───────────────────────────────── 0 0 80 Proposal 5: The proposal to approve amendments to the Trust Agreement providing that the Sponsor’s Fee will be paid daily in arrears, as described in the Trust Agreement (“Proposal 5”), was approved based on the following votes: For Against Abstain ───────────────────────────────── 0 0 80 Proposal 6: The proposal to approve amendments to the Trust Agreement allowing a portion of the Trust’s holdings to be held, from time to time, in one or more omnibus accounts maintained by the Custodian to facilitate the creation and redemption of Shares, as described in the Trust Agreement (“Proposal 6”), was approved based on the following votes: For Against Abstain ───────────────────────────────── 0 0 80 Proposal 7: The proposal to approve the additional amendments to the Trust Agreement (“Proposal 7” and, together with Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5, and Proposal 6, the “Proposals”) was approved based on the following votes: For Against Abstain ───────────────────────────────── 0 0 80 As described in the Consent Solicitation Statement, under the terms of the Trust Agreement, any shareholders that did not, within twenty (20) calendar days of the date of the Consent Solicitation Statement, notify the Sponsor in writing that they objected to one or more of the Proposals were deemed to consent to each of the Proposals.  As such, in the aggregate, shareholders holding 100% of the Trust’s outstanding shares consented to Proposal 1, shareholders holding 100% of the Trust’s outstanding shares consented to Proposal 2, shareholders holding 100% of the Trust’s outstanding shares consented to Proposal 3, shareholders holding 100% of the Trust’s outstanding shares consented to Proposal 4, shareholders holding 100% of the Trust’s outstanding shares consented to Proposal 5, shareholders holding 100% of the Trust’s outstanding shares consented to Proposal 6, and shareholders holding 100% of the Trust’s outstanding shares consented to Proposal 7. A sufficient number of shareholders consented to approve the Proposals described above by 4:00 p.m., New York City time, on December 28, 2025. As a result, the Consent Solicitation, and the period during which consents could be revoked, concluded as of 4:00 p.m., New York City time, on December 28, 2025.