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 253,100 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 amen…
Filed Oct 13, 2026Accepted Oct 13, 2026, 4:03 PM EDTCIK 2029297Accession 0001193125-26-420401
The Trust uses the Index Price to calculate its “NAV,” a non-GAAP metric, which is the aggregate value, expressed in U.S. dollars, of the Trust’s assets (other than U.S. dollars or other fiat currency), less the U.S. dollar value of the Trust’s expenses and other liabilities calculated in the manner set forth under “Business —Valuation of TAO and Determination of NAV.” “NAV per Share” is calculated by dividing NAV by the number of Shares then outstanding.
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Item 3.02Item 3.02 - Unregistered Sales of Equity
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 253,100 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 4,777.99171760 TAO representing $1,451,029. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 3,247,300 Shares issued and outstanding as of October 13, 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.