How the Grayscale IPO changes the cost to hold $35 billion crypto ETF shares

Grayscale filed an S-1 form with the Securities and Exchange Commission (SEC) on Nov. 13 to list 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 public company, Grayscale will have to disclose more financials and face shareholder pressure, which could influence future fee decisions and product strategy.

The filing does not specify share count or pricing range for the proposed offering. Morgan Stanley, BofA Securities, Jefferies, and Cantor will serve as lead managing bookrunners.

Financial performance shows revenue pressure

Grayscale reported $318.7 million in revenue for the nine months ended Sept. 30, down from $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.

Operating margin reached 65.7% in the recent nine-month period.

The firm’s weighted-average management fee declined 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 slipped to $30.6 billion from $31.8 billion year-over-year.

Full-year 2024 results showed revenue of $506.2 million and net income of $282.1 million, down from $512.7 million and $325 million, respectively, in 2023. The company attributed the decline to reduced management fees, outflows, and distributions.

Dual-class structure preserves DCG control

The offering employs a dual-class share structure, giving Digital Currency Group, Grayscale’s parent company, 10 votes per Class B share compared with one vote per Class A share.

DCG will retain approximately 70% of total voting power after the IPO through its Class B holdings, which carry no economic rights. Each Class A share will receive 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 terminate when DCG’s ownership falls below 20% of total shares outstanding.

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 under separate trust agreements.

The company completed a reorganization into a Delaware holding structure earlier in 2025, which it stated would not materially affect trust operations.

Net proceeds from the offering will be used to purchase membership interests from existing owners in Grayscale Operating, rather than funding capital expenditures.

The transaction converts private ownership stakes into publicly tradable equity without requiring the injection of new capital into fund operations or altering sponsor 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 directed share program.

Participants must have held GBTC or ETHE shares as of Oct. 28 and complete pre-registration by Nov. 24. The program does not guarantee allocations, and shares purchased through it face no lock-up restrictions.

The public listing will subject Grayscale to quarterly and annual reporting requirements, providing ETF investors with increased visibility into the sponsor’s financial condition, litigation exposure, and product concentration.

The registration statement indicates that future fee decisions and product expansion plans will face scrutiny from public equity holders alongside existing competitive pressure in the ETF market.

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