Galaxy Digital Inc. Announces Public Offering of Common Stock

Rhea-AI Summary

Galaxy Digital (NASDAQ: GLXY) has announced an underwritten public offering of 29 million shares of Class A common stock, marking its first such offering since listing on Nasdaq. The offering consists of 24.15 million shares from Galaxy and 4.85 million shares from existing stockholders. Underwriters have a 30-day option to purchase up to 4.35 million additional secondary shares. 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. Goldman Sachs, Jefferies, and Morgan Stanley are leading the offering as joint book-running managers. The offering is subject to SEC registration effectiveness and Canadian securities regulations.

Positive

• Proceeds will fund expansion of AI and high-performance computing infrastructure
• First underwritten public offering since Nasdaq listing indicates growth milestone
• Strong underwriter lineup including Goldman Sachs, Jefferies, and Morgan Stanley

Negative

• Significant dilution for existing shareholders due to 29 million new shares
• Additional potential dilution from 4.35 million share underwriter option
• Company will not receive proceeds from selling stockholders' shares (4.85 million shares)

Insights

Capital Markets Specialist

Galaxy Digital's 29M share offering provides significant capital for AI infrastructure expansion while potentially diluting existing shareholders.

Galaxy Digital's announcement of a 29,000,000 share public offering represents a significant capital raising event for the cryptocurrency and digital assets firm. This marks their first underwritten public offering since listing on Nasdaq, comprising 24,150,000 newly issued shares and 4,850,000 shares from existing stockholders.

The company plans to use the proceeds to finance the expansion of their artificial intelligence and high-performance computing infrastructure at their Helios data center in West Texas. This signals Galaxy's strategic pivot toward capitalizing on the growing convergence between cryptocurrency operations and AI computing infrastructure – both requiring substantial computational resources.

The offering structure is notable for several reasons. First, the presence of selling stockholders suggests some insiders may be reducing their positions, which could be interpreted as a lack of confidence or simply portfolio rebalancing. Second, the underwriters' option to purchase an additional 4,350,000 shares (the "greenshoe" option) indicates anticipated strong demand.

The company has assembled an impressive syndicate of underwriters led by Goldman Sachs, Jefferies, and Morgan Stanley, bringing significant institutional credibility to the offering. However, the absence of pricing information in this announcement makes it impossible to evaluate the dilutive impact on existing shareholders or the total capital being raised.

Given the capital-intensive nature of data center infrastructure, particularly for AI applications, this offering likely represents a necessary funding step for Galaxy's growth ambitions. The West Texas location suggests continued focus on access to affordable energy resources, critical for both cryptocurrency mining and AI processing operations.

NEW YORK, May 27, 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 an underwritten offering of 29,000,000 shares of its Class A common stock, consisting of 24,150,000 shares offered by Galaxy and 4,850,000 shares offered by certain stockholders of Galaxy. The underwriters for the offering also have a 30-day option to purchase up to 4,350,000 additional shares of its Class A common stock from secondary 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.

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.

Galaxy has filed a registration statement (including a prospectus) with the Securities and Exchange Commission ("SEC") for the offering to which this communication relates, but such registration has not yet become effective. The shares of Class A common stock proposed to be offered pursuant to such registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. 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, Galaxy, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus if you request it 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.

The proposed offering is being made only by means of a prospectus. 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. 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

How many shares is Galaxy Digital (GLXY) offering in its public offering?

Galaxy Digital is offering 29 million shares of Class A common stock, with 24.15 million shares from the company and 4.85 million from existing stockholders. Underwriters have a 30-day option for an additional 4.35 million shares.

What will Galaxy Digital (GLXY) use the proceeds from the offering for?

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

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

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

Is Galaxy Digital's (GLXY) stock offering available to Canadian investors?

The offering has restrictions for Canadian investors, with shares subject to a four-month and one-day resale restriction period and can only be sold in transactions exempt from Canadian securities laws.

What is the significance of this offering for Galaxy Digital (GLXY)?

This is Galaxy Digital's first underwritten public offering since listing on the Nasdaq Global Select Market, representing a significant milestone for the company's growth and capital raising capabilities.