Galaxy Digital SEC Filings

Galaxy Digital (GLXY): Director Douglas R. Deason reported open‑market purchases of Class A Common Stock on 11/07/2025, executed in five tranches of 2,000 shares each (total 10,000 shares) at prices of $28.95, $29.15, $31.559, $29.25, and $29.05. These shares are held indirectly by Deason Capital LLC, and the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.

Following the transactions, indirect holdings were 10,000 shares, and a separate line reflects 23,482 shares held directly. Footnotes state the 23,482 include shares to be delivered upon settlement of deferred share units (DSUs), with scheduled vesting of 5,419 on June 15, 2026; 5,960 on September 1, 2026; 5,960 on September 1, 2027; and 6,143 on September 1, 2028, subject to continued service.

Galaxy Digital Inc. furnished an Item 2.02 update, providing a Financial Supplement as Exhibit 99.1. The supplement includes consolidated statements of operations for the year ended December 31, 2023 and for each quarter from March 31, 2024 through September 30, 2025, plus consolidated statements of financial position for quarters from March 31, 2022 through September 30, 2025.

The information in Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference into other filings unless specifically referenced. Galaxy’s Class A common stock trades on Nasdaq under the symbol GLXY.

Galaxy Digital Inc. filed Prospectus Supplement No. 10 to its S-1, covering the resale by selling stockholders of up to 245,062,407 shares of Class A common stock. The Resale Shares comprise 213,112,343 shares issuable upon redemption or exchange of LP Units of GDH LP, up to 2,750,000 shares held by certain holders, up to 16,562,570 shares issuable upon exchange of the 3.00% Exchangeable Senior Notes due 2026, and up to 12,637,494 shares issuable upon exchange of the 2.500% Exchangeable Senior Notes due 2029. The stock trades on Nasdaq and TSX as GLXY; the last reported Nasdaq sale price was $31.56 on November 7, 2025.

This supplement attaches the company’s Q3 2025 Form 10-Q. For the quarter ended September 30, 2025, total revenues were $28,401,871 thousand and net income was $505,057 thousand, with basic and diluted EPS of $1.19 and $1.01, respectively. As of October 31, 2025, GDI owned 49.2% of the total economic interest in GDH LP. As of November 5, 2025, shares outstanding were 192,202,053 Class A common and 198,408,277 Class B common.

The filing notes that sales of a substantial number of shares in the public market, including any sales by the selling stockholders, could have a significant negative impact on the trading price.

Galaxy Digital Inc. (GLXY) reported Q3 2025 results. Revenues and gains from operations were 29,218,853 thousand, with operating expenses of 28,674,608 thousand. Net income was 505,057 thousand, reversing a prior-year quarterly loss. Basic EPS was $1.19 and diluted EPS was $1.01.

Cash and cash equivalents were 1,137,426 thousand, and total assets reached 11,522,716 thousand as of September 30, 2025. The balance sheet reflects higher digital assets, loans, and collateral activity alongside increased notes payable.

As of November 5, 2025, Class A shares outstanding were 192,202,053 and Class B shares outstanding were 198,408,277.

Galaxy Digital Inc. filed a prospectus supplement updating its S-1 resale registration covering up to 245,062,407 registered shares of Class A common stock to be offered from time to time by selling stockholders. The registered amount consists of 213,112,343 shares issuable upon redemption or exchange of LP Units, up to 2,750,000 shares held by certain holders, up to 16,562,570 shares issuable upon exchange of 2026 Exchangeable Notes, and up to 12,637,494 shares issuable upon exchange of 2029 Exchangeable Notes.

The supplement attaches an 8-K noting GDH LP issued $1.3 billion of 0.50% Exchangeable Senior Notes due May 1, 2031, with an initial exchange rate of 17.9352 shares per $1,000 (exchange price about $55.76). The notes are redeemable at the issuer’s option on or after November 6, 2028 if the stock meets a 130% price condition, and include fundamental change protections. Item 3.02 states a maximum of 32,059,170 shares may be issuable upon exchange based on an initial maximum exchange rate of 24.6609 shares per $1,000.

Class A common stock trades on Nasdaq and TSX under “GLXY”; the last reported price on Nasdaq was $36.43 on October 29, 2025.

Galaxy Digital Inc. announced that Galaxy Digital Holdings LP issued $1.3 billion of 0.50% Exchangeable Senior Notes due May 1, 2031. The notes pay 0.50% interest semi-annually on May 1 and November 1, starting May 1, 2026, and are senior unsecured obligations.

Holders can exchange into Class A common stock at an initial rate of 17.9352 shares per $1,000 of notes, implying an initial exchange price of $55.76 per share, subject to customary adjustments and make‑whole increases upon certain events. Based on an initial maximum exchange rate of 24.6609 shares per $1,000, up to 32,059,170 shares may be issued upon exchange.

The issuer may redeem the notes, in whole or in part, on or after November 6, 2028 if the stock price is at least 130% of the exchange price for specified trading periods; holders who exchange in connection with a redemption may receive an increased exchange rate. Upon a qualifying Fundamental Change, holders can require repurchase at 100% of principal plus accrued interest. A Registration Rights Agreement requires filing a shelf registration for resale of exchange shares by January 31, 2026, with additional interest payable for registration defaults. The indenture includes customary events of default and limited additional‑interest remedies for certain reporting failures.

Galaxy Digital Inc. (GLXY) furnished an 8-K announcing quarterly results materials. The company issued a press release and quarterly update slides covering its financial results for the quarter ended September 30, 2025, and scheduled a conference call on October 21, 2025 at 8:30 a.m. Eastern Time.

The materials are furnished under Item 2.02 and listed as Exhibits 99.1 (Press Release) and 99.2 (Quarterly Update Presentation). The information furnished under Item 2.02 is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not incorporated by reference except as expressly set forth.

Galaxy Digital Inc. (GLXY) filed an 8-K/A to furnish the complete Credit Agreement executed on August 15, 2025. The agreement is among Galaxy Helios I (borrower), Deutsche Bank AG, New York Branch (initial lender), and GLAS USA LLC (administrative and collateral agent), with other lenders party from time to time.

The amendment provides the full text of the Credit Agreement as Exhibit 10.1, as required by Item 601(b)(10) of Regulation S‑K. Certain information has been omitted because it is not material and is treated as private or confidential, and the company undertakes to provide unredacted copies to the SEC upon request.