- Grayscale filed an S-1 to list Class A shares on the NYSE under the ticker GRAY, with the offering subject to market conditions.
- The IPO uses a dual-class structure: Class A (one vote, full economics) and Class B held by DCG (ten votes, no economic rights), qualifying as a controlled company.
- Proceeds are set for an Up-C structure, acquiring units of Grayscale Operating, LLC; underwriters include Morgan Stanley, BofA Securities, Jefferies, and Cantor, plus a directed share program for GBTC/ETHE investors.
- Grayscale manages about $35B in AUM; preliminary figures show net income of $203.3M for the first nine months of 2025 and total revenue of $318.7M.
Grayscale Investments has submitted a registration statement to the U.S. Securities and Exchange Commission for a proposed initial public offering on the New York Stock Exchange, aiming to trade under the ticker GRAY. The company emphasized that the offering remains subject to market conditions and regulatory review, with no assurance regarding timing, size, or completion.
The digital-asset manager, a unit of Digital Currency Group (DCG), oversees roughly $35 billion in assets under management and operates spot Bitcoin and Ethereum ETFs alongside a broad lineup of crypto investment vehicles. Grayscale previously signaled public-listing ambitions after submitting a draft registration earlier in the year.
IPO structure, listing plan, and share classes
According to the filing, Grayscale intends to list Class A common stock on the NYSE as GRAY. The transaction features a dual-class share structure in which Class A carries one vote per share and full economic rights, while Class B shares held by DCG provide ten votes per share and no economic rights. This setup would classify Grayscale as a ‘controlled company’ under NYSE rules.
The prospectus outlines an Up-C structure: net proceeds from the offering will be used to purchase units of Grayscale Operating, LLC from existing holders. Over time, eligible existing members may exchange their LLC interests for publicly traded Class A shares, aligning the operating entity with the listed parent.
Grayscale noted that final details such as the number of shares to be registered and the price range are yet to be determined. The offering will commence after the SEC completes its review. The underwriter lineup is led by Morgan Stanley and BofA Securities, with Jefferies and Cantor also named in the filing.
The company also described a directed share program that would reserve a portion of the IPO for investors in Grayscale Bitcoin Trust (GBTC) and Grayscale Ethereum Trust (ETHE), aiming to bring long-standing trust holders into the public-capital-markets transition.
Financial snapshot from the S-1
Preliminary disclosures indicate that net income totaled $203.3 million for the first nine months of 2025, compared with $223.7 million in the same period of 2024. Total revenue came in at $318.7 million, down roughly 20%, which the filing attributes primarily to lower management fees amid moderated crypto-market activity.
Despite the year-over-year contraction, management underscores that Grayscale remains among the largest dedicated digital-asset managers, with approximately $35 billion in AUM spread across more than 40 investment products.
Regulatory pathway and legal backdrop
Grayscale reiterated that the offering is contingent on SEC review and prevailing market conditions, cautioning that there can be no guarantee of completion or specific timing. The company originally flagged its intent to go public with a confidential draft filing earlier in the year.
A key part of the firm’s regulatory history came in 2023, when a federal court overturned the SEC’s prior denial of GBTC’s conversion to a spot Bitcoin ETF. That decision preceded the 2024 approvals of popular spot crypto ETFs, developments that have shaped the current landscape in which Grayscale is now pursuing a public listing.
The S-1 arrives following a period in which the SEC’s operations were reportedly constrained by a government shutdown before normal review cycles resumed. Grayscale’s filing positions the company to proceed once the agency’s review is complete and market conditions are supportive.
Products, scale, and addressable market
Grayscale’s platform spans ETFs and trusts tied to leading digital assets such as Bitcoin and Ethereum, among others. The filing references a total addressable market of about $365 billion, highlighting management’s view of the growth potential for regulated, exchange-listed crypto investment vehicles.
By listing Class A shares while retaining DCG’s high-vote Class B, the company aims to broaden public-market access without compromising governance continuity. Under NYSE rules, the structure would keep Grayscale within the ‘controlled company’ designation, a status that preserves DCG’s voting control after the IPO.
Should the SEC declare the registration effective and the market window remain open, investors could gain a new way to access Grayscale’s diversified lineup through a single publicly traded security on the NYSE. The firm’s plan to allocate a portion of shares to GBTC and ETHE investors underscores an emphasis on long-term participants already familiar with its products.
Grayscale’s pursuit of a NYSE listing under ticker GRAY, the dual-class and Up-C architecture, named underwriters, and the directed share program together map out a clear path to public markets. While the company cautions that the offering’s fate hinges on regulatory clearance and market conditions, the filing consolidates its evolution from trust sponsor to an exchange-listed asset manager with scale in the crypto arena.
