0001859392FALSE00018593922025-08-152025-08-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2025
Galaxy Digital Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-42655 | 87-0836313 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| 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 1.01 Entry into a Material Definitive Agreement.
On August 15, 2025, Galaxy Digital Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) by and among Galaxy Helios I, as borrower, Deutsche Bank AG, New York Branch, as initial lender, and GLAS USA LLC, in its capacity as administrative agent and collateral agent for the secured parties. A summary of the Credit Agreement was disclosed in the Company’s Current Report on Form 8-K filed on August 15, 2025.
The Company is filing this Current Report on Form 8-K/A to provide the complete Credit Agreement as an exhibit, as required by Item 601(b)(10) of Regulation S-K.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. | | Description |
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| 10.1* | | Credit Agreement, dated August 15, 2025, by and among Galaxy Helios I LLC, Deutsche Bank AG, New York Branch, GLAS USA LLC and the other lenders party thereto from time to time. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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*Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.
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.
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| GALAXY DIGITAL INC. |
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Date: October 20, 2025 | By: | /s/ Anthony Paquette |
| | Anthony Paquette |
| | Chief Financial Officer |
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