Galaxy Prices Upsized $1.15 Billion Exchangeable Senior Notes Offering

Rhea-AI Summary

Galaxy Digital (NASDAQ: GLXY) priced an upsized private offering of $1.15 billion aggregate principal amount of 0.50% exchangeable senior notes due 2031, up from $1.0 billion, with an initial purchaser option for an additional $150.0 million. Estimated net proceeds are $1,127.0 million (or $1,274.0 million if the option is exercised). Interest is 0.50% paid semi‑annually; maturity is May 1, 2031.

Notes exchange at an initial rate of 17.9352 shares per $1,000 principal (initial exchange price ≈ $55.76, ~37.5% premium to the Oct 27, 2025 last sale $40.55). Sale settles Oct 30, 2025, pending TSX approval.

Positive

• $1.15B capital raised in upsized offering
• Estimated net proceeds of $1,127.0M (or $1,274.0M)
• Low coupon of 0.50% reduces cash interest burden
• Issuer option for additional $150M expands financing flexibility
• Notes may be used to repay 2026 exchangeable notes, lowering near‑term maturity risk

Negative

• Potential equity dilution via exchange at 17.9352 shares/$1,000
• Notes not redeemable before Nov 6, 2028, limiting early issuer flexibility
• Resale of shares subject to registration rights and securities law exemptions, possibly delaying liquidity

Insights

Capital Markets Strategist

Galaxy upsized a $1.15 billion exchangeable note offering to support growth and potential 2026 note repayment.

Galaxy Digital priced $1.15 billion of 0.50% exchangeable senior notes due May 1, 2031, up from the prior $1.0 billion size, with estimated net proceeds of $1,127.0 million (or $1,274.0 million if the option is fully exercised). The notes carry an initial exchange rate of 17.9352 shares per $1,000 principal (initial exchange price approximately $55.76), a premium of 37.5% to the last reported sale price on October 27, 2025, and interest at 0.50% per annum payable semi‑annually.

The business mechanism is straightforward: the Issuer raises near‑term liquidity while preserving optionality to settle in cash or equity upon exchange and to refinance or retire the Issuer's 2026 exchangeable notes. Key dependencies and risks include the TSX approval for settlement slated on October 30, 2025, restrictions on exchanges before February 1, 2031, and the potential for equity dilution if exchanges occur; the notes are not redeemable before November 6, 2028 and become redeemable thereafter if the share price exceeds 130% of the exchange price for a specified period.

Concrete items to watch: whether the initial purchasers exercise the $150.0 million option, the final net proceeds used for repayment of the 2026 notes, any adjustments to the exchange rate on corporate events, and the TSX approval and closing on October 30, 2025. Expect near‑term effects on leverage and funded runway; longer‑term equity dilution depends on future exchange activity between February 1, 2031 and maturity.

NEW YORK, Oct. 28, 2025 /PRNewswire/ - Galaxy Digital Inc. ("GDI") (NASDAQ/TSX: GLXY) today announced that Galaxy Digital Holdings LP (the "Issuer" and, together with GDI, the "Company" or "Galaxy") priced the offering of $1.15 billion aggregate principal amount of its 0.50% exchangeable senior notes due 2031 (the "Notes") in a private offering. The offering size was increased from the previously announced offering size of $1.0 billion aggregate principal amount of Notes. The Issuer also granted 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 estimates that the net proceeds from the offering of Notes will be $1,127.0 million (or $1,274.0 million if the initial purchasers of the Notes fully exercise their option to purchase additional Notes), after deducting the initial purchasers' discount but before deducting offering expenses payable by Galaxy. Galaxy intends to use the net proceeds from the offering to support growth across Galaxy's core operating businesses and for general corporate purposes, which may include the repayment of the Issuer's existing exchangeable senior notes due 2026.

The Notes will be general senior, unsecured obligations of the Issuer and will accrue interest at a rate of 0.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2026 and will mature on May 1, 2031, unless earlier repurchased, redeemed or exchanged. Prior to February 1, 2031, noteholders will have the right to exchange their Notes only in certain circumstances and during certain periods. From and after February 1, 2031, noteholders may exchange their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. 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 initial exchange rate is 17.9352 shares of common stock per $1,000 principal amount of Notes, which represents an initial exchange price of approximately $55.76 per share of common stock. The initial exchange price represents a premium of approximately 37.5% above the last reported sale price per share of common stock on the Nasdaq Global Select Market on October 27, 2025, which was $40.55 per share. The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events.

The Notes will not be redeemable prior to November 6, 2028. On or after November 6, 2028 and prior to the 41^st 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 sale of the Notes is scheduled to settle on October 30, 2025, subject to customary closing conditions, including the approval of the Toronto Stock Exchange ("TSX").

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 completion of the 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 offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding 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 did GLXY announce about its October 28, 2025 exchangeable notes offering?

Galaxy priced an upsized $1.15 billion private offering of 0.50% exchangeable senior notes due 2031, with a $150M option for purchasers.

How much net proceeds will GLXY receive from the 2025 notes offering?

Estimated net proceeds are about $1,127.0 million, or $1,274.0 million if the purchasers fully exercise the $150M option.

What is the initial exchange rate and exchange price for GLXY's 2031 notes?

Initial exchange rate is 17.9352 shares per $1,000, implying an initial exchange price of approximately $55.76 per share.

When do the GLXY notes mature and when can they be exchanged freely?

Notes mature on May 1, 2031; noteholders may exchange at any time from Feb 1, 2031 until shortly before maturity.

Will the 2031 notes be registered in the U.S. for resale?

The notes and any shares issuable upon exchange are not registered under the U.S. Securities Act; holders have rights to require a shelf registration to register resale of issuable shares.

How could the offering affect current GLXY shareholders?

The exchange feature creates potential equity dilution if notes convert into common stock; the initial exchange price is a ~37.5% premium to the Oct 27, 2025 last sale price.