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Grayscale filed an S-1 form with the Securities and Exchange Commission (SEC) on November 13 to list its Class A common stock on the New York Stock Exchange under the ticker symbol GRAY.
The firm manages about $35 billion in more than 40 crypto products, including spot Bitcoin and Ethereum ETFs.
As a public company, Grayscale will have to disclose more financials and face shareholder pressure, which could affect future pricing and product strategy decisions.
The filing does not specify the number of shares or price ranges for the proposed offering. Morgan StanleyBofA Securities, Jefferies, and Cantor will serve as the principal management bookrunners.
Financial performance shows revenue pressure
Gray scale reported $318.7 million in revenue for the nine months ended September 30, up from $397.9 million in the same period in 2024. The company posted net income of $203.3 million in September 2025 compared with $223.7 million a year earlier.
The operating margin reached 65.7% in the last nine months.
The firm’s weighted average management fee decreased to 1.39% through September 2025 from 1.67% in the prior-year period, reflecting competitive pressure from lower-cost ETF entrants, including BlackRock and Fidelity.
Average assets under management fell to $30.6 billion from $31.8 billion year over year.
The 2024 results showed revenue of $506.2 million and net income of $282.1 million, from $512.7 million and $325 million, respectively, in 2023. The company attributed the decrease to reduced operating costs, flows and distributions.
The dual class structure retains DCG control
The offer uses a dual-class share structure, which gives Digital currency groupGrayscale’s parent company, 10 votes per Class B share compared to one vote per Class A share.
DCG will retain approximately 70% of the total voting power after the IPO through its Class B holdings, which do not carry economic rights. Each Class A share will receive one vote and full economic participation.
The structure is qualified Gray scale as a “controlled company” under NYSE rules, exempting it from certain corporate governance requirements. Class B supervoting rights terminate when DCG’s ownership falls below 20% of the total outstanding shares.
The impact on ETF holders remains indirect
The IPO does not alter the legal structure, custody arrangements, or operations of Grayscale’s existing trusts and ETFs.
Fund assets remain held by third-party custodians in separate trust agreements.
The company completed a reorganization into a Delaware holding structure before 2025, which it said did not materially affect the trust’s operations.
The net proceeds from the offering will be used to purchase membership interests from existing owners in Grayscale Operating, in lieu of financing capital expenditures.
The transaction converts the participation of private property in publicly traded equity without the need for the injection of new capital in the operations of funds or to change the agreements of sponsor rights.
Grayscale has reserved a portion of the IPO shares for eligible investors in its Bitcoin Trust ETF (GBTC) and ethereum Trust ETF (HE SAYS) through a direct share program.
Participants must have GBTC or ETHE shares by October 28 and complete pre-registration by November 24. The program does not guarantee allocations, and the shares acquired through it do not have lock-up restrictions.
The public listing will subject Grayscale to quarterly and annual reporting requirements, giving ETF investors increased visibility into the sponsor’s financial position, litigation exposure and product concentration.
The registration statement indicates that future rate decisions and product expansion plans will face scrutiny from public equity holders alongside existing competitive pressure in the ETF market.
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