Grayscale Investments Inc. on Thursday filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission to pursue an initial public offering of its Class A common stock on the New York Stock Exchange under the symbol "GRAY."
The filing outlines Grayscale Investments Inc., a Delaware corporation formed on May 2, 2025, as the holding company for Grayscale Operating, LLC, its principal asset management entity focused on digital assets since 2013.
As of September 30, 2025, the company reported approximately $35 billion in assets under management, representing exposure to more than 40 products covering over 45 digital tokens.
The estimated serviceable addressable market for such products stands at $365 billion, within a broader $4 trillion market capitalization for all digital assets as of the same date.
Grayscale's portfolio includes flagship products such as the Grayscale Bitcoin Trust ETF (GBTC) and Grayscale Ethereum Trust ETF (ETHE), which together account for about 70% of assets under management and 88% to 93% of revenues.
Other offerings encompass the Grayscale Digital Large Cap Fund (GDLC), Grayscale Solana Trust (GSOL), Grayscale DeFi Fund, and the recently launched Grayscale Dogecoin Trust.
Pending products include trusts for tokens such as Avalanche, Litecoin, XRP, Chainlink, Bitcoin Cash, Stellar Lumens, Cardano, Polkadot, and Hedera.
The company operates as a wholly owned subsidiary of Digital Currency Group (DCG), which will retain control through Class B common stock providing up to 70% of voting power post-IPO.
Under the proposed Up-C structure, net proceeds from the offering will fund the purchase of LLC units from pre-IPO members at the IPO price, after underwriting discounts, with no direct proceeds to Grayscale Operating, LLC.
The offering size remains unspecified in the filing, with the public offering price redacted between certain ranges, and underwriters including Morgan Stanley, BofA Securities, Jefferies, and Cantor Fitzgerald hold an option for additional shares to cover over-allotments.
Financial results for the nine months ended September 30, 2025, show revenues of $318.6 million, net income of $203.2 million, and adjusted operating income of $209.457 million, with cash and equivalents at $99.9 million.
Revenue derives primarily from management fees on assets under management, with rates such as 1.5% for GBTC and 2.5% for ETHE, potentially settled in digital assets.
The filing highlights significant risks, including market volatility in digital assets, regulatory uncertainties from bodies such as the SEC, CFTC, and IRS, and operational challenges like custodian failures and cybersecurity threats.
Concentration risks are noted, with Bitcoin and Ether dominating assets and revenues, alongside competitive pressures from lower-fee exchange-traded products that have driven outflows from GBTC ($24.1 billion) and ETHE ($4.6 billion). Additional structural risks involve a Tax Receivable Agreement obligating 85% of tax savings to pre-IPO members and a 180-day lock-up period for insiders.
In its filing, Grayscale stated that it maintains compliance through subsidiaries like Grayscale Advisors, LLC (a registered investment adviser) and Grayscale Securities, LLC (a registered broker-dealer), with custodians including Coinbase Custody, Anchorage, and BitGo.
