Gemini is one of the few crypto-native businesses that has operated as a regulated exchange and custodian in the United States for the better part of a decade. Founded in 2014 by Cameron and Tyler Winklevoss, the company has built a compliance-first brand in an industry that spent years resisting regulatory engagement. That positioning is now either a durable competitive advantage or a structurally higher cost base, depending on where crypto market regulation settles. Secondary equity buyers need to have a clear view on which lens they are applying before pricing a position.
This piece is focused specifically on the secondary equity market for Gemini shares — not the company's native token, not its yield products, and not speculative views on crypto prices. The question on the table is whether the equity of a regulated U.S. crypto exchange is attractively priced at current secondary marks, and what structural and market factors any buyer should work through before committing capital.
The business model: where Gemini makes money
Gemini's core revenue has historically come from transaction fees on its retail and institutional trading platforms. Like other centralized exchanges, its fee revenue is heavily correlated with crypto market trading volumes, which themselves correlate imperfectly with asset prices. High-volatility periods — sharp rallies and sharp drawdowns alike — tend to drive volume and therefore fee revenue. Prolonged low-volatility, range-bound periods compress volumes and, by extension, exchange revenue.
The company has expanded into custody services, the Gemini dollar (GUSD) stablecoin, a credit card product, and institutional OTC services. These diversify the revenue base somewhat, but trading fees remain the primary driver. Secondary buyers should have a clear mental model of how macro crypto market conditions translate into Gemini's top line before anchoring on any particular valuation multiple.
Custody revenue is worth watching separately. As institutional allocation to digital assets has grown, qualified custodians with strong regulatory standing have seen demand increase. Gemini holds a New York trust charter — a meaningful regulatory credential — and has positioned itself as an institutional-grade custodian. If custody grows as a percentage of total revenue, the business acquires some of the recurring, less cyclical characteristics of traditional asset-management infrastructure.
Regulatory context and what it means for secondary pricing
The U.S. regulatory environment for crypto businesses shifted materially through 2025 and into 2026. The SEC's posture toward registered crypto exchanges became clearer, and several regulatory frameworks that had been in legislative limbo moved closer to resolution. For Gemini specifically, this matters because the company's compliance infrastructure — built at meaningful cost during years when many competitors operated in regulatory gray areas — becomes more valuable as that infrastructure becomes table stakes for operating in the U.S. market.
Secondary buyers should distinguish between two separate regulatory questions. The first is whether the overall regulatory environment is favorable to crypto exchange operations. The second is whether Gemini specifically is well-positioned relative to competitors in that environment. Both can be true or false independently. A favorable regulatory environment that benefits all exchanges does not necessarily expand Gemini's market share relative to Coinbase, Kraken, or non-U.S. exchanges.
The Gemini-Genesis situation from 2022–2024 — in which Gemini's Earn program was tied to Genesis Global's lending operations, resulting in customer fund losses and regulatory scrutiny — is documented public history. Gemini reached settlements with the CFTC and the New York Attorney General. Secondary buyers should read those settlement terms directly; they are public documents. The operational and reputational consequences of that period are relevant context when assessing the company's institutional growth trajectory.
Secondary market structure: direct vs. SPV for Gemini equity
Gemini's capital structure includes preferred stock from various institutional funding rounds as well as common equity. Secondary market transactions have occurred across both direct transfers and SPV-wrapped interests. The choice of structure has specific implications for Gemini positions.
Direct transfers of Gemini equity require company consent and ROFR clearance, as is standard for private company secondaries. The company's transfer policies have not historically been unusually restrictive, but any buyer pursuing a direct transfer should verify current consent requirements with a broker-dealer or legal counsel before committing. ROFR timelines at private crypto companies can be unpredictable relative to more frequently traded names.
SPV structures avoid direct cap table entry, which can simplify execution. The trade-off, as discussed in our governance rights guide, is that the buyer holds an interest in an SPV rather than shares directly. For Gemini specifically, the relevant question is whether the SPV's operating agreement includes provisions for how the GP handles a potential IPO registration and the associated lock-up period. If Gemini pursues a public listing, SPV members need clarity on when they can exit relative to direct holders.
How to think about the discount to last round
Secondary pricing for Gemini equity, like all pre-IPO secondaries, reflects the gap between what the market thinks the business is worth today and what the last primary round implied. For a business as sensitive to crypto market conditions as Gemini, that discount is not a static number — it compresses when crypto markets are strong and trading volumes are elevated, and it widens when volumes are soft or regulatory uncertainty increases.
Buyers anchoring to a specific percentage discount to last round should ask what assumptions that last round price embedded about volumes, regulatory trajectory, and competitive market share. A round that was priced during a high-volume, favorable-sentiment period carries an implied forward view that may or may not match current conditions. Comparing the secondary price only to the last round mark, without interrogating what that round assumed, can lead to a false sense of margin of safety.
Our general framework for evaluating discount to last round — including how to adjust for time elapsed since the primary close and changes in the competitive environment — is covered in the dedicated guide linked below.
Questions a buyer should resolve before committing
- What percentage of Gemini's current revenue is recurring custody and services fees versus transactional trading commissions? Higher recurring mix justifies a higher multiple.
- How has the company's market share in U.S. retail and institutional crypto trading moved relative to Coinbase in the past four quarters?
- What are the specific terms of the 2024 regulatory settlements, and are there ongoing compliance obligations or reporting requirements that could affect operations?
- For SPV investments: what does the operating agreement specify about handling an IPO lock-up, and on what timeline are members notified of a registration filing?
- For direct transfers: what is the current ROFR holder list, and what is the realistic timeline for ROFR clearance?
- What is the implied valuation at the secondary price you are considering, and what revenue multiple does that imply relative to publicly traded crypto exchange comparables?
Secondary equity in Gemini is a position in a regulated U.S. crypto exchange business with real infrastructure, a documented compliance track record, and meaningful execution risk tied to market-cycle dynamics and competitive intensity. Buyers who can articulate a clear view on crypto market volume trends, Gemini's competitive positioning within that market, and a credible liquidity horizon are in a position to evaluate the risk-adjusted case. Buyers who are primarily making a directional bet on crypto prices have more direct instruments available and should be honest about the distinction.
View current Gemini availability and indicative pricing on the marketplace. If you are comparing crypto-adjacent equity names — including Ripple equity versus XRP token exposure — our separate piece on that distinction covers the structural differences in detail.