Galaxy Digital (NASDAQ: GLXY) resale update and ERCOT 830MW approval

Rhea-AI Filing Summary

Galaxy Digital Inc. filed a prospectus supplement linked to its Form S-1 covering the resale, from time to time, by selling stockholders of up to 19,999,229 shares of Class A common stock. This total consists of up to 12,777,778 shares sold under October 10, 2025 investment agreements and up to 7,221,451 shares issuable upon exchange of 0.50% Exchangeable Senior Notes due 2031 of Galaxy Digital Holdings LP. The company notes that large public market sales of these shares, or expectations of such sales, could negatively affect its share price.

Galaxy Digital explains that, following prior reorganization transactions, its main assets are LP units and general partner interests in Galaxy Digital Holdings LP, giving it operating control and a 49.27% economic interest as of December 31, 2025. Separately, through a related Form 8-K, the company reports it has completed a Large Load Interconnection Study and received ERCOT approval for an additional 830 megawatts of computing demand at its Helios data center campus in West Texas.

Insights

Equity capital markets & infrastructure analyst

Galaxy registers a sizeable resale block and secures major power capacity for its Helios data center.

The supplement ties back to a Form S-1 that permits selling stockholders to resell up to 19,999,229 shares of Galaxy Digital Inc. Class A common stock over time. These shares stem partly from October 2025 investment agreements (12,777,778 shares) and partly from notes exchangeable into 7,221,451 shares due 2031. Because the shares are already issued or issuable, this is primarily an overhang and liquidity event for existing holders rather than a fresh capital raise.

The text explicitly warns that substantial public sales, or even the perception that they may occur, could put downward pressure on the trading price, underlining classic resale overhang dynamics. Contextually, the company held a 49.27% economic interest in Galaxy Digital Holdings LP as of December 31, 2025, which frames its economic exposure to the underlying operating business but is not being altered here.

The attached Form 8-K highlights an operational milestone: completion of a Large Load Interconnection Study and Electric Reliability Council of Texas approval for an additional 830 megawatts of computing demand at the Helios campus in West Texas, as of January 15, 2026. This approval expands the potential power envelope for future computing or digital asset infrastructure at Helios, though actual financial impact will depend on how quickly and efficiently the company builds out and monetizes that capacity, which is not detailed in the excerpt.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-290956

Prospectus Supplement No. 1

(to Prospectus dated December 18, 2025)

19,999,229 Shares

Galaxy Digital Inc.

Class A common stock

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated December 18, 2025 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No. 333-290956), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 15, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of up to 19,999,229 shares of Class A common stock, par value $0.001 per share (“Class A common stock”), of Galaxy Digital Inc. (“GDI”), consisting of (i) up to 12,777,778 shares of Class A common stock sold pursuant to investment agreements, dated as of October 10, 2025, by and among GDI, certain selling stockholders and certain institutional investors, and (ii) up to 7,221,451 shares of Class A common stock issuable upon exchange of the 0.50% Exchangeable Senior Notes due 2031 issued by Galaxy Digital Holdings LP (“GDH LP”).

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) and the Toronto Stock Exchange under the symbol “GLXY.” On January 14, 2026, the last reported sale price of our Class A common stock on Nasdaq was $28.19 per share.

Sales of a substantial number of shares of our Class A common stock in the public market, including any sales by the Selling Stockholders, could occur at any time. These sales, or the perception that such sales may occur, could have a significant negative impact on the trading price of our Class A common stock.

We are a holding company and, as a result of the Reorganization Transactions (a series of transactions described further elsewhere in our Prospectus), our principal assets are our direct ownership of (i) certain LP Units, which entitle us to a corresponding percentage ownership of the economic interest in GDH LP (and as a result, Galaxy’s business), and (ii) all of the general partnership interests of GDH LP, which entitles us to operate and control all of the business and affairs of GDH LP as its sole general partner, and, through GDH LP and its subsidiaries, to conduct all of Galaxy’s business. As of December 31, 2025, we owned 49.27% of the total economic interest in GDH LP. The remaining economic interest in GDH LP is owned by entities controlled by Michael Novogratz, our Chief Executive Officer and Founder, and certain other limited partners of GDH LP, in each case, through their respective ownership of LP Units.

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 25 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

Prospectus supplement dated January 15, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026

Galaxy Digital Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-42655			87-0836313
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

300 Vesey Street New York, NY						10282
(Address of principal executive offices)						(Zip Code)

(212) 390-9216

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.001 Par Value			GLXY			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

On January 15, 2026, Galaxy Digital Inc. issued a press release announcing that it has completed a Large Load Interconnection Study and received approval from the Electric Reliability Council of Texas (ERCOT) for an additional 830 megawatts of computing demand at its Helios data center campus in West Texas. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Press Release, dated January 15, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			GALAXY DIGITAL INC.
Date: January 15, 2026			By:			/s/ Anthony Paquette
						Anthony Paquette
						Chief Financial Officer

FAQ

How many Galaxy Digital (GLXY) shares are covered by this prospectus supplement?

The supplement relates to the resale of up to 19,999,229 shares of Galaxy Digital Inc. Class A common stock by selling stockholders.

What are the components of the 19,999,229 Galaxy Digital (GLXY) shares?

The total includes up to 12,777,778 shares sold under October 10, 2025 investment agreements and up to 7,221,451 shares issuable upon exchange of Galaxy Digital Holdings LP 0.50% Exchangeable Senior Notes due 2031.

Who is selling the Galaxy Digital (GLXY) shares covered by this prospectus?

The shares may be offered and sold from time to time by the selling stockholders named in the Prospectus, rather than directly by Galaxy Digital Inc.

How could these resale shares affect Galaxy Digital (GLXY) stock price?

The company notes that sales of a substantial number of shares in the public market, including by selling stockholders, or the perception that such sales may occur, could have a significant negative impact on the trading price.

What economic interest does Galaxy Digital Inc. hold in Galaxy Digital Holdings LP?

As of December 31, 2025, Galaxy Digital Inc. owned 49.27% of the total economic interest in Galaxy Digital Holdings LP through its LP units and general partner interests.

What operational news did Galaxy Digital (GLXY) report about its Helios data center?

On January 15, 2026, the company announced completion of a Large Load Interconnection Study and ERCOT approval for an additional 830 megawatts of computing demand at its Helios data center campus in West Texas.

Where is Galaxy Digital (GLXY) Class A common stock listed and what was a recent price?

Galaxy Digital’s Class A common stock is listed on the Nasdaq Global Select Market and the Toronto Stock Exchange under the symbol GLXY. On January 14, 2026, the last reported sale price on Nasdaq was $28.19 per share.