Grayscale filed a Form S-1 with the Securities and Exchange Commission (SEC) on November 13 to list its Class A common stock on the New York Stock Exchange under ticker symbol GRAY.
The firm manages approximately $35 billion across more than 40 crypto products, including spot Bitcoin and Ethereum ETFs.
As a publicly traded company, Grayscale will have to disclose more financials and face shareholder pressure, which could impact future compensation decisions and product strategy.
The filing does not specify the number of shares or price range for the proposed offering. Morgan Stanley, BofA Securities, Jefferies and Cantor will act as lead managing bookrunners.
The financial performance shows pressure on turnover
Grayscale reported revenue of $318.7 million for the nine months ended September 30, compared with $397.9 million in the same period of 2024. The company posted net income of $203.3 million through September 2025, compared with $223.7 million a year earlier.
The operating margin was 65.7% over the past nine months.
The company’s weighted average management fee fell to 1.39% through September 2025 from 1.67% in the year-ago period, reflecting competitive pressure from cheaper ETF entrants including BlackRock and Fidelity.
Average assets under management fell from $31.8 billion annually to $30.6 billion.
Full-year 2024 results showed revenue of $506.2 million and net income of $282.1 million, compared to $512.7 million and $325 million in 2023. The company attributed the decline to lower management compensation, outflows and benefits.
The two-class structure retains DCG control
The offering uses a dual-class share structure, giving Digital Valuta Group, Grayscale’s parent company, 10 votes per Class B share, compared to one vote per Class A share.
After the IPO, DCG will retain approximately 70% of the total voting power through its Class B interests, which carry no economic rights. Each Class A share receives one vote and full economic participation.
The structure qualifies Grayscale as a “controlled company” under NYSE rules, exempting it from certain corporate governance requirements. The Class B super voting rights will terminate when DCG ownership falls below 20% of the total number of shares outstanding.
The impact on ETF holders remains indirect
The IPO does not change the legal structure, custody arrangements or operations of Grayscale’s existing trusts and ETFs.
Fund assets remain in the hands of third-party custodians under separate trust agreements.
The company previously completed a reorganization to a Delaware holding structure in 2025, which it said would not have a material impact on its trust business.
The net proceeds from the offering will be used to purchase membership interests from existing owners in Grayscale Operating, rather than to fund capital expenditures.
The transaction converts private ownership interests into publicly traded shares without the need to inject new capital into the fund business or change sponsorship fee arrangements.
Grayscale reserved a portion of IPO shares for eligible investors in its Bitcoin Trust ETF (GBTC) and Ethereum Trust ETF (ETHE) through a targeted equity program.
Participants must have held GBTC or ETHE shares as of October 28 and complete pre-registration by November 24. The program does not guarantee allocations, and shares purchased through the program are not subject to lock-up restrictions.
The public listing will subject Grayscale to quarterly and annual reporting requirements, providing ETF investors with greater insight into the sponsor’s financial condition, litigation exposure and product concentration.
The registration statement indicates that future compensation decisions and product expansion plans will be scrutinized by public equity holders, in addition to existing competitive pressures in the ETF market.