Grayscale Investments (GRAY) Registration Filing summary

Company overview and business model

• Operates the largest digital asset-focused investment platform globally, with $35B AUM as of September 30, 2025.

• Offers a broad suite of digital asset investment products, including ETPs, ETFs, and private funds, covering over 45 tokens.

• Business model centers on management fees based on AUM, with fees ranging from 0.15% to 2.5% depending on product type.

• Pioneered regulated access to digital assets, including the first widely available Bitcoin and Ethereum investment vehicles.

• Utilizes an “Up-C” structure, with Grayscale Investments, Inc. as a holding company whose principal asset is its interest in Grayscale Operating, LLC.

Financial performance and metrics

• Generated $506M in revenue and $365M in operating income (72% margin) for the year ended December 31, 2024.

• For the nine months ended September 30, 2025, revenue was $319M and operating income was $202M (64% margin).

• Average AUM was $31.5B in 2024 and $30.6B for the first nine months of 2025.

• Weighted-average management fee rate declined from 2.13% in 2023 to 1.61% in 2024 and 1.39% for the first nine months of 2025, reflecting product mix shifts and fee reductions.

• Net cash provided by operating activities was $289M in 2024 and $179M for the first nine months of 2025.

Use of proceeds and capital allocation

• All net IPO proceeds will be used to purchase LLC Units from Pre-IPO LLC Members at the IPO price, with no proceeds going to Grayscale Operating, LLC.

• $250M from a recent private placement of Series A Convertible Preferred Stock is earmarked to seed Principal Investments and support growth initiatives.

• Principal Investments may include direct digital asset holdings or Grayscale products, with a focus on organic and efficient balance sheet growth.