Destiny Tech100 Inc.

Up to $1,000,000,000

Common Stock

We have previously entered into an Open Market Sale Agreement

SM

, as amended by Amendment No. 1 dated as of May 11, 2026 (the "Sales Agreement"), with Jefferies LLC (the "Sales Agent"), relating to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $1,000,000,000 from time to time through the Sales Agent (the "Offering").

 

Our common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "DXYZ." On May 2

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, 2026, the last reported sale price of our common stock on the NYSE was $61.66 per share. As of March 31, 2026, our net asset value per share was $24.56. Since the listing of our shares on the NYSE, which occurred on March 26, 2024, to the present, there has been significant volatility in the trading price of our shares of common stock. During such period, we did not experience any material changes in our financial condition or results of operations that would explain such price volatility. Investors that purchase shares of our common stock in this offering may lose a significant portion of their investments if the price of our common stock subsequently declines.

 

Sales of the shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agent is not required to sell any specific number or dollar amount of shares of common stock, but will act as our sales agent and use commercially reasonable efforts consistent with its normal trading and sales practices on terms mutually agreed between the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

The Sales Agent will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share of common stock sold through it as sales agent pursuant to the Sales Agreement. In connection with the sale of shares of common stock on our behalf, the Sales Agent will be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation paid to the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").