Galaxy Digital Inc. Announces Pricing of Its Upsized Public Offering of Common Stock

Rhea-AI Summary

Galaxy Digital (NASDAQ: GLXY) has announced the pricing of its upsized public offering of 31.6 million shares of Class A common stock at $19.00 per share. The offering consists of 26.4 million shares from Galaxy and 5.2 million shares from existing stockholders. Underwriters have a 30-day option to purchase up to 4.74 million additional secondary shares. This marks Galaxy's first underwritten public offering since listing on Nasdaq. The company plans to use the proceeds to purchase LP Units from its subsidiary GDH LP, which will fund the expansion of AI and high-performance computing infrastructure at its Helios data center in West Texas. The offering, led by Goldman Sachs, Jefferies, and Morgan Stanley, is expected to close on June 3, 2025.

Positive

• Successful upsizing of the offering from 29 million to 31.6 million shares indicates strong investor demand
• Proceeds will fund strategic expansion into AI and high-performance computing infrastructure
• First underwritten public offering as a Nasdaq-listed company demonstrates market maturity
• Strong syndicate of investment banks leading the offering including Goldman Sachs, Jefferies, and Morgan Stanley

Negative

• Potential dilution for existing shareholders due to new share issuance
• Company will not receive proceeds from the 5.2 million shares sold by existing stockholders
• Additional dilution possible if underwriters exercise their option for 4.74 million more shares
• Four-month resale restriction for Canadian investors may limit liquidity

Insights

Capital Markets Specialist

Galaxy Digital's upsized $502M stock offering strengthens balance sheet for AI/HPC infrastructure expansion, but creates 8% dilution for existing shareholders.

Galaxy Digital has priced an upsized public offering of 31.6 million shares of Class A common stock at $19.00 per share, raising approximately $501.6 million in gross proceeds. The offering was increased from the originally announced 29 million shares, indicating strong investor demand. This represents Galaxy's first underwritten public offering since listing on Nasdaq.

The offering consists of 26.4 million primary shares issued by the company and 5.2 million secondary shares offered by existing stockholders. The underwriters have a 30-day option to purchase up to 4.74 million additional secondary shares, which could bring the total offering to 36.34 million shares.

The primary proceeds will be used to purchase newly issued limited partnership units from Galaxy's operating subsidiary, Galaxy Digital Holdings LP. These funds will finance the expansion of artificial intelligence and high-performance computing infrastructure at the company's Helios data center campus in West Texas, positioning Galaxy to capitalize on the growing demand for AI computing resources.

Based on the pricing, this offering represents a significant capital raise that will strengthen Galaxy's balance sheet. However, it also introduces dilution for existing shareholders of approximately 8% based on Galaxy's outstanding shares. The substantial underwriter involvement, including Goldman Sachs, Jefferies, and Morgan Stanley as active joint book-running managers, lends credibility to the offering.

The strong demand allowing for an upsized offering suggests institutional investors see value in Galaxy's expansion plans, particularly in the high-growth AI infrastructure sector. This capital injection should accelerate Galaxy's transition from primarily crypto-focused operations to a more diversified digital asset and computing infrastructure company.

NEW YORK, May 29, 2025 /PRNewswire/ - Galaxy Digital Inc. ("Galaxy" or the "Company") (NASDAQ: GLXY) (TSX: GLXY), a global leader in digital assets and data center infrastructure, today announced the pricing of its upsized underwritten offering of 31,600,000 shares of its Class A common stock, consisting of 26,400,000 shares offered by Galaxy and 5,200,000 shares offered by certain stockholders of Galaxy, at the public offering price of $19.00 per share. The underwriters for the offering also have a 30-day option to purchase up to 4,740,000 additional secondary shares, at the public offering price less the underwriting discount. The size of the offering increased from the previously announced 29,000,000 shares to 31,600,000 shares. This is Galaxy's first underwritten public offering of its Class A common stock as a listed company on the Nasdaq Global Select Market. The offering is expected to close on June 3, 2025, subject to customary closing conditions.

Galaxy intends to use the net proceeds from the sale of the shares of Class A common stock offered in the offering by Galaxy to purchase newly issued limited partnership units ("LP Units") from its operating subsidiary, Galaxy Digital Holdings LP ("GDH LP"). GDH LP will use the proceeds from the sale of LP Units to finance the continued expansion of its artificial intelligence and high-performance computing infrastructure at its Helios data center campus in the panhandle region of West Texas, and for general corporate purposes. Galaxy will not receive any proceeds from the sale of the shares of the selling stockholders.

Goldman Sachs & Co. LLC, Jefferies and Morgan Stanley are acting as active joint book-running managers for the offering; Canaccord Genuity, Cantor, Keefe, Bruyette & Woods, A Stifel Company, Piper Sandler and BTIG are acting as additional joint book-running managers for the offering; and ATB Capital Markets, The Benchmark Company, Compass Point, H.C. Wainwright & Co. and Rosenblatt are acting as co-managers for the offering. Galaxy Digital Partners acted as strategic advisor for the offering.

This offering is being made only by means of a prospectus. A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (the "SEC"). Before you invest, you should read the prospectus in that registration statement and other documents Galaxy has filed with the SEC for more complete information about Galaxy and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the final prospectus related to the offering may be obtained from Galaxy, any underwriter or any dealer participating in the offering, when available, from: Goldman Sachs & Co. LLC, attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone: 1-866-471-2526 or by email at Prospectus-ny@ny.email.gs.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of Class A common stock, nor shall there be any sale of shares of Class A common stock, 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.

The shares of Class A common stock subject to the offering have not been qualified for distribution by a prospectus in Canada and consequently may not be offered, sold or delivered in Canada or for the account of any Canadian resident except in transactions exempt from, or not subject to, the prospectus requirements of applicable Canadian securities laws. Shares of Class A common stock issued by the Company in Canada as part of the offering will be subject to resale restrictions for a period of four months and one day from the date of their issuance in accordance with applicable Canadian securities law. The TSX has neither approved nor disapproved the contents of this press release. No securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of the offering.

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 invest in and operate cutting-edge data center infrastructure to power AI and high-performance computing, meeting the growing demand for scalable energy and compute solutions in the U.S. The Company is headquartered in New York City, with offices across North America, Europe, the Middle East and Asia.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and "forward-looking information" under Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Galaxy's strategies or expectations, including those about the offering and the timing of its closing. 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 document 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 the risks contained in filings we make with the Securities and Exchange Commission (the "SEC") from time to time, including in the prospectus for the offering and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 13, 2025. Forward-looking statements speak only as of the date they are made. 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.

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SOURCE Galaxy Digital Inc.

FAQ

What is the price per share for Galaxy Digital's (GLXY) public offering?

Galaxy Digital's public offering is priced at $19.00 per share for 31.6 million shares of Class A common stock.

How will Galaxy Digital (GLXY) use the proceeds from its 2025 offering?

Galaxy Digital will use the proceeds to purchase LP Units from GDH LP, which will fund AI and high-performance computing infrastructure expansion at its Helios data center in West Texas, and for general corporate purposes.

How many shares are being offered in Galaxy Digital's (GLXY) 2025 public offering?

The offering includes 31.6 million shares total, with 26.4 million from Galaxy Digital and 5.2 million from existing stockholders, plus an underwriter option for 4.74 million additional shares.

Who are the lead underwriters for Galaxy Digital's (GLXY) 2025 stock offering?

Goldman Sachs & Co. LLC, Jefferies, and Morgan Stanley are acting as the active joint book-running managers for the offering.

When will Galaxy Digital's (GLXY) 2025 public offering close?

The offering is expected to close on June 3, 2025, subject to customary closing conditions.