
An initial public offering (IPO) is when a company sells its stock to the public for the first time, allowing anyone to buy shares on a stock exchange like the NYSE or Nasdaq. In the case of Grayscale, we will be listing our stock on NYSE under the ticker symbol “GRAY”.
As part of our proposed IPO, we plan to set aside a portion of Grayscale’s stock for eligible U.S. investors in our two flagship funds: Grayscale Bitcoin Trust ETF (Ticker: GBTC) and Grayscale Ethereum Trust ETF (Ticker: ETHE). This gives a subset of product holders the opportunity to purchase Grayscale shares at the IPO price, rather than the prevailing market price once Grayscale shares start trading, without paying a brokerage fee.
To express our gratitude for their longstanding commitment to our firm, we are offering the shareholders of GBTC and ETHE the opportunity to purchase shares of Grayscale in our proposed IPO. We’ve heard strong interest from our funds’ shareholders to own a part of Grayscale, and this program is a way we can make that possible. While only a limited number of investors will be eligible, it provides an opportunity to purchase shares at the IPO price before trading begins. Participation is completely optional – there’s no obligation to take part.
To the extent you are not able to participate in our DSP, whether due to eligibility or the limited number of spots we have available, there is also the option to purchase Grayscale shares once they being trading on NYSE at the time of IPO. Note these shares would not be purchased at the IPO price, but instead would be at the prevailing market price and may be subject to a brokerage fee.
Eligibility for the program is determined by specific regulatory requirements, which means not everyone will be able to participate. We’ve worked to design the process as fairly as possible within those limitations.
GBTC and ETHE shareholders may be eligible if they reside in the United States, hold shares of GBTC or ETHE as of October 28, 2025, and are among the first investors to complete pre-registration.
Please note that other regulatory requirements may limit an eligible GBTC or ETHE shareholder’s ability to open the required brokerage account or participate in the program.
To the extent you are not able to participate in our DSP, whether due to eligibility or the limited number of spots we have available, there is also the option to purchase Grayscale shares once they being trading on NYSE at the time of IPO. Note these shares would not be purchased at the IPO price, but instead would be at the prevailing market price and may be subject to a brokerage fee.
The DSP is capped at a fixed percentage of the overall offering, which limits the number of investors who can be accommodated. As a result, only a limited number of pre-registered GBTC and ETHE investors are eligible to participate. However, as noted above, to the extent you are not able to participate in our DSP, there is also the option to purchase Grayscale shares once they being trading on NYSE at the time of IPO. Note these shares would not be purchased at the IPO price, but instead would be at the prevailing market price and may be subject to a brokerage fee.
To the extent you are not able to participate in our DSP, whether due to eligibility or the limited number of spots we have available, there is also the option to purchase Grayscale shares once they being trading on NYSE at the time of IPO. Note these shares would not be purchased at the IPO price, but instead would be at the prevailing market price.
Eligibility Considerations: Please be aware that additional regulatory requirements may affect whether a GBTC or ETHE shareholder can open a special brokerage account with the Program Administrator and/or participate in the program.
The final IPO price per share will be set once Grayscale’s registration statement is declared effective by the SEC. Before that, a ‘preliminary prospectus’ will be published, which includes a price range projected by the underwriters to serve as guidance. Importantly, the actual IPO price may end up above or below this range. If you participate in the DSP, you will not be charged a commission to purchase shares.
On or around November 13, 2025, all eligible GBTC and ETHE shareholders will receive either (a) a message on their brokerage platform where they hold GBTC or ETHE shares, (b) an e-mail from their brokerage provider or (c) a letter in the mail with instructions on how to pre-register and indicate interest in purchasing stock at the IPO price. Pre-registration will end on November 24, 2025 at 11:59pm, or once capacity is reached, whichever comes first. After you’ve pre-registered, our Program Administrator will contact you once the preliminary prospectus has been filed, inviting you to enroll and set up your account.
Only GBTC and ETHE shareholders as of October 28, 2025 who reside in the United States are eligible to participate. If you qualify and have not received a message on the brokerage platform where you hold GBTC or ETHE shares, an e-mail from your brokerage provider or a letter in the mail on or around November 13, 2025, check with your brokerage provider regarding communications related to GBTC and ETHE. If you have not opted into electronic delivery of messages related to securities you own on your brokerage platform, please allow for 2-5 business days following November 13, 2025 for the delivery of your mail materials
After the pre-registration window closes, you’ll receive an email from Grayscale introducing the Program Administrator and letting you know to expect their outreach. Your next communication will come from the Program Administrator, after our preliminary prospectus has been filed.
The program will be managed entirely by the Program Administrator, who also serves as one of our underwriters.
Participation in the program is non-transferrable. Only GBTC and ETHE shareholders who meet the eligibility requirements are able to participate.
Due to regulatory requirements, the program is only available to U.S. residents. In some cases, certain account details may mistakenly identify non-U.S. residents as U.S.-based, but only verified U.S. residents are eligible to participate.
While many Grayscale fund investors have expressed interest in purchasing shares of Grayscale common stock, participation is only for GBTC and ETHE shareholders, among those shareholders, it is entirely optional. If you choose to set up a special brokerage account for this program, you’ll still have the flexibility to decide whether or not to purchase shares until the final pricing of the IPO.
We are currently in an SEC-mandated ‘quiet period’ which limits the information we are able to share. As a result, our team is unable to provide additional details at this time.
Important Legal Information About the Directed Share Program and This FAQ
The offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, BofA Securities, LLC, Attention: Prospectus Department, NC1-022-02-25 201 North Tryon Street, Charlotte, NC 28255-0001, Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York, 10022.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This notification shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the notice of its acceptance given after the effective date.