Grayscale Investments (GRAY) Registration filing summary

Company overview and business model

• Founded in 2013; digital-asset investment platform with ~$35B AUM, 40+ products across 45+ tokens, and coverage of 80%+ of the digital-asset market cap as of September 30, 2025.

• Offers passive and active ETPs, ETFs, and private funds; recurring management fees are generally based on product AUM or NAV and range from 0.15% to 2.50% by product category.

• The holding-company structure operates through Grayscale Operating, LLC; the IPO uses an Up-C structure, with Class A shares corresponding economically to LLC Units.

Financial performance and metrics

• FY2024 revenue $506.2M, operating income $365.4M, and operating margin 72.2%; 9M2025 revenue $318.7M, operating income $202.4M, and margin 63.5%.

• Net income was $282.1M in FY2024 and $203.3M in 9M2025; adjusted operating income was $377.6M and $209.5M, respectively.

• Cash and cash equivalents were $100.0M at September 30, 2025; operating cash flow was $179.3M in 9M2025 versus $223.4M in 9M2024.

• AUM was $35.0B at September 30, 2025; GBTC and ETHE together represented ~70% of AUM and 88% of 9M2025 revenue.

Use of proceeds and capital allocation

• All IPO net proceeds, including any over-allotment proceeds, will purchase LLC Units from Pre-IPO LLC Members at the IPO price less underwriting discounts and commissions; Grayscale Operating, LLC receives none of these proceeds.

• A $250M Series A preferred private placement closed October 22, 2025; proceeds may seed planned Principal Investments, alongside retained earnings and tokens received as management fees.

• Planned Principal Investments may include digital assets and investment products; management expects an initial cohort broadly reflecting the CoinDesk Crypto 5 ETF and intends to maintain cash for working capital and liquidity needs.