Galaxy Announces Private Offering of $1.0 Billion of Exchangeable Senior Notes

Rhea-AI Summary

Galaxy Digital (NASDAQ: GLXY) announced the intention of Galaxy Digital Holdings LP to privately offer $1.0 billion aggregate principal amount of exchangeable senior notes due May 1, 2031, with an initial purchasers' option for an additional $150.0 million. Proceeds are intended to support core business growth and general corporate purposes and may be used to repay existing 2026 exchangeable notes.

The Notes will be senior unsecured, accrue semi-annual interest, be non-redeemable before Nov 6, 2028, and may be exchanged for cash, shares of Galaxy common stock, or a combination. Offering is subject to market conditions and TSX approval.

Positive

• Capital raise of $1.0 billion for growth and corporate purposes
• Underwriters' option adds up to $150 million incremental capacity
• Proceeds may repay existing 2026 exchangeable notes, reducing near-term maturities

Negative

• Notes are exchangeable into common stock, creating potential shareholder dilution
• Offering subject to market conditions and TSX approval, not guaranteed

Insights

Capital markets strategist

Galaxy intends a private $1.0 billion exchangeable note sale to fund growth and optionally repay 2026 notes.

Galaxy Digital Inc. ("GDI") and Galaxy Digital Holdings LP intend to offer $1.0 billion of exchangeable senior notes due 2031, with a 13‑day upsize option for an additional $150.0 million. The Notes are senior unsecured obligations, accrue interest semi‑annually, and may be settled in cash, GDI Class A common stock, or a combination at the issuer's election; they are not redeemable prior to November 6, 2028.

The stated uses of proceeds include supporting core operating growth and possible repayment of existing exchangeable notes due 2026. Key deal levers that will determine financial impact are the final interest rate and initial exchange rate set at pricing, the extent to which proceeds are used to repay the 2026 notes, and TSX approval and market conditions that may prevent completion. The structure allows potential share delivery on exchange and a redemption trigger tied to the share price reaching 130% of the exchange price, which creates contingent dilution and optional cash outflows depending on future share performance.

Watch the pricing announcement (interest rate and exchange rate) and whether the issuer elects to repay the 2026 notes; both items will appear at pricing and near closing and will materially affect leverage and dilution over the medium term through maturity 2031. Also monitor TSX approval and the 13‑day upsize option if market demand becomes clear within two weeks of issuance.

NEW YORK, Oct. 27, 2025 /PRNewswire/ - Galaxy Digital Inc. ("GDI") (NASDAQ: GLXY) (TSX: GLXY) today announced the intention of Galaxy Digital Holdings LP (the "Issuer" and, together with GDI, the "Company" or "Galaxy") to offer, subject to market and other conditions, $1.0 billion aggregate principal amount of exchangeable senior notes due 2031 (the "Notes") in a private offering. The Issuer also intends to grant the initial purchasers of the Notes an option to purchase, during the 13-day period beginning on, and including, the date the Issuer first issues the Notes, up to an additional $150.0 million aggregate principal amount of Notes.

The Issuer intends to use the net proceeds from the offering to support growth across its core operating businesses and for general corporate purposes, which may include the repayment of its existing exchangeable senior notes due 2026.

The final terms of the offering, including the interest rate and initial exchange rate of the Notes, will be determined by the Issuer and the initial purchasers at the pricing of the offering. The Notes will be general senior, unsecured obligations of the Issuer, will accrue interest payable semi-annually in arrears and will mature on May 1, 2031, unless earlier repurchased, redeemed or exchanged. Noteholders will have the right to exchange their Notes in certain circumstances and during certain periods. The Issuer will settle exchanges of Notes by paying or delivering, as applicable, cash, shares of GDI's Class A common stock ("common stock"), or a combination of cash and shares of common stock, at the Issuer's election.

The Notes will not be redeemable prior to November 6, 2028. On or after November 6, 2028 and prior to the 41st scheduled trading day immediately preceding the maturity date, the Notes will be redeemable for cash, in whole or in part, at the Issuer's option, if the last reported sale price per share of common stock equals or exceeds 130% of the exchange price for a specified period of time. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a "fundamental change" occur, then, subject to certain conditions and exceptions, noteholders may require the Issuer to repurchase for cash all or part of their Notes. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. 

The offering of the Notes is subject to market conditions and the satisfaction of closing requirements, including the approval of the Toronto Stock Exchange ("TSX"). There can be no assurance as to whether or when the offering will be completed, if at all, or as to the actual size or terms of the offering.

The Notes and any common stock issuable or deliverable upon exchange of the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities law, or qualified by a prospectus in Canada. The Notes and any common stock issuable or deliverable upon exchange of the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. Holders of the Notes will have the right to require GDI to register the resale of any shares of common stock issuable or deliverable upon exchange of the Notes on a shelf registration statement to be filed with the U.S. Securities and Exchange Commission (the "SEC"). The Notes will only be offered and sold to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.

This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes, any common stock issuable or deliverable upon exchange of the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes, any such common stock or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

ABOUT GALAXY DIGITAL INC.

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 high-performance computing workloads. Our 800 MW Helios campus in Texas, which has an additional 2.7 GW of power under study, positions Galaxy among the largest and fastest-growing data center developments 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 

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements, including statements regarding the anticipated terms of the Notes being offered, the completion, timing and size of the proposed offering and the intended use of proceeds. Forward-looking statements represent the Company's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of common stock, the satisfaction of the closing conditions related to the offering and risks relating to the Company's business, including those described in periodic reports that the Company files from time to time with the SEC. The Company may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the Notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

OTHER DISCLAIMERS

The TSX has neither approved nor disapproved the contents of this press release.

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SOURCE Galaxy Digital Inc.

FAQ

What is Galaxy Digital (GLXY) offering on October 27, 2025?

Galaxy intends to privately offer $1.0 billion of exchangeable senior notes due May 1, 2031, with a $150 million option for purchasers.

How can the GLXY notes be settled if exchanged by holders?

Exchanges may be settled in cash, Galaxy common stock, or a combination, at the issuer's election.

When are the GLXY notes first redeemable by the issuer?

The notes are not redeemable prior to November 6, 2028; redeemable thereafter under specified price conditions.

What will Galaxy use proceeds from the GLXY offering for?

Net proceeds are intended to support growth across core businesses and general corporate purposes, and may repay 2026 notes.

Will the GLXY offering be registered in the U.S. or Canada?

No; the notes and any common stock issuable on exchange will not be registered under the U.S. Securities Act and are offered only to qualified institutional buyers.

Is the GLXY offering certain to occur and when does it close?

The offering is subject to market conditions and closing requirements, including TSX approval; there is no assurance it will be completed.