Galaxy Announces TSX Approval of Normal Course Issuer Bid for Class A Common Stock

Rhea-AI Summary

Galaxy Digital (Nasdaq: GLX) announced TSX acceptance of a Normal Course Issuer Bid allowing up to $200 million of share repurchases. The NCIB permits purchase and cancellation of up to 14,798,021 Class A common stock (≈10% of public float) from February 12, 2026 to February 11, 2027, with daily and exchange-specific limits and all repurchases subject to applicable Canadian and U.S. securities laws.

Positive

• Up to $200 million repurchase program approved by board
• Authority to buy up to 14,798,021 Class A common stock (~10% public float)
• NCIB effective Feb 12, 2026–Feb 11, 2027, providing a 12-month repurchase window
• All repurchased shares will be cancelled, potentially boosting EPS

Negative

• Repurchases use cash resources, representing an opportunity cost
• Daily TSX limit of 284,225 shares may constrain large purchases
• Nasdaq purchases capped at 25% of four-week ADV, limiting flexibility

NEW YORK, Feb. 9, 2026 /PRNewswire/ - Galaxy Digital Inc. (Nasdaq: GLX) (TSX: GLXY) ("Galaxy" or the "Company") announces today that, in connection with the up to $200 million share repurchase program approved by the Board of Directors on February 6, 2026, the Toronto Stock Exchange (the "TSX") has accepted the Company's Notice of Intention to Make a Normal Course Issuer Bid (the "NCIB").

The notice provides that Galaxy may, pursuant to the NCIB, during the twelve month period commencing February 12, 2026 and ending no later than February 11, 2027, purchase for cancellation through the facilities of the TSX, alternative Canadian Trading Systems or Nasdaq Global Select Market ("Nasdaq") up to an aggregate of 14,798,021 Class A common stock in the capital of the Company ("Class A common stock"), representing approximately 10% of the public float (as defined in the rules and policies of the TSX) of the Class A common stock as of January 31, 2026. Purchases of the Class A common stock through the Nasdaq will be made in the normal course and will not exceed 5% of the outstanding Class A common stock at any time or within a twelve-month period.

The NCIB will commence on February 12, 2026 and terminate February 11, 2027, or earlier if the maximum number of Class A common stock under the NCIB have been purchased or if the NCIB has been terminated by the Company. As of January 31, 2026, the Company had 192,701,065 Class A common stock issued and outstanding and a public float of 147,980,210 Class A common stock.

Under the NCIB, other than purchases made under a block purchase exception in accordance with the rules and policies of the TSX, the Company may acquire, from time to time, up to 284,225 Class A common stock per day on the TSX, being 25% of the average daily trading volume of the Class A common stock for the period from August 1, 2025 to January 31, 2026, which was 1,136,902 Class A common stock. The maximum number of Class A common stock which may be purchased per day on the Nasdaq will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases. The Company has not purchased Class A common stock under a NCIB within the past twelve months.

Under the NCIB, purchases will be made at prevailing market prices or such other prices as permitted under the rules and policies of the TSX and the Nasdaq, as applicable, and applicable securities laws. The Company may rely on an automatic purchase plan during the NCIB. The automatic purchase plan would allow for purchases by the Company of Class A common stock during certain predetermined blackout periods, subject to certain parameters and approval of the TSX. All Class A common stock purchased by the Company under the NCIB will be cancelled. Repurchases will be subject to compliance with applicable Canadian securities laws and United States federal securities laws.

Galaxy believes that when a disconnect exists between the share price and the intrinsic value of the business, an NCIB can increase shareholder value and per share growth. Further, the Company believes that current market conditions provide opportunities for the Company to acquire Class A common stock at attractive prices. In the Company's view, having the option to opportunistically repurchase Class A common stock could be an effective use of its cash resources and could be in the best interests of the Company and its shareholders. It would both enhance liquidity for shareholders seeking to sell and provide an increase in the proportionate interests of shareholders wishing to maintain their positions.

To the knowledge of Galaxy, no director or senior officer of the Company currently intends to sell any Class A common stock under the NCIB. However, sales by such persons through the facilities of the TSX may occur if the personal circumstances of any such person change or any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose Class A common stock are purchased would be the same as the benefits available to all other holders whose Class A common stock are purchased.

Disclaimers and Additional Information  

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there by any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Galaxy

Galaxy Digital Inc. (Nasdaq/TSX: GLXY) is a global leader in digital assets and data center infrastructure, delivering solutions that accelerate progress in finance and artificial intelligence. Our digital assets platform offers institutional access to trading, advisory, asset management, staking, self-custody, and tokenization technology. In addition, we develop and operate cutting-edge data center infrastructure to power AI and HPC workloads. Our 1.6 GW Helios campus in Texas positions Galaxy among the largest and fastest-growing data center developers in North America. The Company is headquartered in New York City, with offices across North America, Europe, the Middle East, and Asia. Additional information about Galaxy's businesses and products is available on www.galaxy.com.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS 
The information in this press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended and "forward-looking information" under Canadian securities laws (collectively, "forward-looking statements"). Our forward-looking statements include, but are not limited to, statements regarding the repurchase program including the amount of common stock purchased and the method of such repurchases, our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future including the intended share repurchases. Statements that are not historical facts, including statements about onchain business, are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release include, but are not limited to, statements relating to the NCIB, expectations regarding the number of Class A common stock to be repurchased, the timing and execution of purchases under the NCIB, if any, and the anticipated impact of the NCIB on shareholder value. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (1) risks related to our blockchain infrastructure and staking business; (2) limitations of applicable securities law and stock exchange requirements; (3) changes in applicable laws or regulations; (4) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (5) changes or events that impact the cryptocurrency and AI/HPC industry, including potential regulation, that are out of our control; (6) the risk that our business will not grow in line with our expectations or continue on its current trajectory; (7) the possibility that our addressable market is smaller than we have anticipated and/or that we may not gain share of it; (8) any delay or failure to consummate the business mandates or achieve its business pipeline goals; (9) liquidity or economic conditions impacting our business; (10) technological challenges, cyber incidents or exploits; and (11) those other risks contained in filings we make with the Securities and Exchange Commission (the "SEC") from time to time, including in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 10, 2025, and our subsequent filings and available on Galaxy's profile at www.sec.gov. Factors that could cause actual results to differ materially from those described in such forward-looking statements include, but are not limited to, a decline in the digital asset market or general economic conditions; a delay or failure in developing infrastructure for our business or our businesses achieving our mandates; delays in integration of the acquired business;; and changes in applicable law or regulation and adverse regulatory developments. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Except as required by law, we assume no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.  

©Copyright Galaxy Digital 2026. All rights reserved.  

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SOURCE Galaxy Digital Inc.

FAQ

What does Galaxy Digital's (GLX) $200 million NCIB authorize?

It authorizes purchases of up to $200 million or 14,798,021 Class A common stock. According to the company, purchases may occur Feb 12, 2026–Feb 11, 2027 and repurchased shares will be cancelled under applicable securities laws.

How much of GLX's public float can Galaxy repurchase under the NCIB?

Galaxy may repurchase approximately 10% of the public float as of Jan 31, 2026. According to the company, that equals 14,798,021 Class A common stock based on a public float of 147,980,210 shares.

When will Galaxy Digital's (GLX) NCIB start and end?

The NCIB runs from February 12, 2026 to February 11, 2027, unless completed earlier. According to the company, it may end sooner if the maximum number of shares are purchased or if the company terminates the NCIB.

What are the daily buy limits for GLX share repurchases under the NCIB?

On the TSX the limit is 284,225 shares per day (25% of the measured ADV). According to the company, Nasdaq purchases are limited to 25% of four-week average daily trading volume, subject to block-purchase exceptions.

Will Galaxy Digital (GLX) cancel shares purchased under the NCIB?

Yes, all Class A common stock purchased under the NCIB will be cancelled. According to the company, cancellations reduce outstanding shares and could increase per-share metrics for remaining shareholders.

How might the GLX NCIB affect shareholder value and liquidity?

Buybacks could increase per-share value and provide liquidity for sellers, in the company's view. According to the company, repurchases are intended to opportunistically address disconnects between market price and intrinsic value.