[8-K] Galaxy Digital Inc. Reports Material Event

Rhea-AI Filing Summary

Galaxy Helios I entered a $1,400,000,000 senior secured term loan facility that matures on August 15, 2028. Borrowings carry interest based on one‑month Term SOFR with a 250 basis‑point floor plus a 4.75% margin, and the facility includes customary upfront, undrawn and termination fees and a prepayment premium. The loan is secured by all assets of Galaxy Helios I and its equity interests and is not secured by Galaxy Digital’s assets. Galaxy Digital Holdings LP provided customary completion and limited recourse carve‑out guarantees. The agreement imposes customary restrictions on activities, contains events of default, and requires a minimum debt service coverage ratio of 1.40 after Stabilization and a maximum loan‑to‑cost ratio of 80% until Stabilization. The summary above is based solely on the disclosed Credit Agreement terms.

Positive

• $1.4 billion committed senior secured term loan provides material financing for Galaxy Helios I
• Loan is secured by Galaxy Helios I assets and equity, protecting Galaxy Digital’s corporate assets
• Defined covenants (DSCR 1.40 after Stabilization; 80% loan‑to‑cost until Stabilization) give transparency on lender expectations
• Galaxy Digital Holdings LP provided customary completion and limited recourse guarantees, facilitating lender comfort without full corporate recourse

Negative

• Interest pricing includes a 250 basis‑point SOFR floor plus a 4.75% margin, creating a relatively high minimum funding cost
• Ancillary fees and a prepayment premium increase overall borrowing costs and reduce flexibility to refinance early
• Covenants and customary events of default impose operational and financial restrictions on Galaxy Helios I until Stabilization

Insights

Financial Analyst

TL;DR: A $1.4B project loan funds Galaxy Helios I with defined covenants and a relatively high effective yield tied to a SOFR floor plus 4.75% margin.

The facility provides substantial project financing while isolating Galaxy Digital’s corporate assets from lien exposure, which preserves balance sheet flexibility at parent level. Interest pricing combines a one‑month Term SOFR benchmark with a 250bps floor and a 4.75% margin, implying a meaningful minimum funding cost regardless of low short‑term rates. Key credit terms—DSCR 1.40 post‑Stabilization and 80% loan‑to‑cost until Stabilization—signal lender focus on cash‑flow coverage and project completion metrics. Ancillary fees and a prepayment premium raise overall cost of capital. For investors, the arrangement materially affects project financing risk and future cash flows at the project vehicle but limits direct secured claims on the parent.

Corporate Governance Expert

TL;DR: The financing uses limited‑recourse structures and customary covenants and guarantees, shifting primary collateral risk to the project entity.

The Credit Agreement’s structure—security over Galaxy Helios I assets and equity plus completion and limited recourse carve‑out guarantees from Galaxy Digital Holdings LP—aligns with standard project finance governance, concentrating lender remedies on the project while preserving the parent’s broader operations. The documentation’s customary activity restrictions and events of default create monitoring levers for lenders during construction and stabilization phases. The disclosure is concise and references the full agreement for details; governance implications depend on guarantee scope and carve‑out specifics contained in the loan documents.

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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): August 15, 2025

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 1.01. Entry into a Material Definitive Agreement.

On August 15, 2025, Galaxy Helios I LLC (“Galaxy Helios I”), a Delaware limited liability company and affiliate of Galaxy Digital Inc., a Delaware corporation (“Galaxy Digital”), 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. The proceeds of the loans extended under the Credit Agreement will be used to finance the development and construction of a data center located in Dickens County, Texas (the “Project”), to pay for certain financing expenses and other expenses related to the Project, and to pay a one-time dividend to Galaxy Digital on the closing date to partially repay prior equity funding towards the Project.

The Credit Agreement provides for a $1,400,000,000 senior secured term loan facility.

Commitments under the Credit Agreement will mature on August 15, 2028, unless otherwise earlier terminated pursuant to the terms of the Credit Agreement. Galaxy Helios I may repay amounts borrowed and/or terminate the commitments under the Credit Agreement (in whole or part) at any time subject to the payment of a Prepayment Premium (as defined in the Credit Agreement).

Borrowings under the Credit Agreement will bear interest based upon the applicable benchmark rate, plus a margin. As described in the Credit Agreement, the benchmark rate consists of one month Term SOFR, with a floor of 250 basis points, and the applicable margin is 4.75%. The Credit Agreement also includes additional ancillary fees, including upfront fees, undrawn fees and termination fees.

The obligations under the Credit Agreement are secured by all assets of Galaxy Helios I and the equity interests in Galaxy Helios I. The obligations under the Credit Agreement are not secured by any assets of Galaxy Digital. Galaxy Digital Holdings LP provided customary completion and limited recourse carve-out guarantees.

Subject to customary exceptions, the Credit Agreement contains certain limitations on the ability of Galaxy Helios I to engage in certain activities, including incurring indebtedness and liens, making investments, entering into affiliate transactions and undergoing fundamental changes. The Credit Agreement also contains a financial maintenance covenant, requiring Galaxy Helios I to maintain a minimum debt service coverage ratio of 1.40 beginning with the first full quarter after Stabilization (as defined in the Credit Agreement) and a maximum loan to cost ratio of 80% on the closing date and each fiscal quarter thereafter until Stabilization (as defined in the Credit Agreement).

The Credit Agreement contains customary events of default, including, without limitation, payment defaults, covenant defaults, breaches of certain representations and warranties, cross defaults to certain indebtedness, certain events of bankruptcy and insolvency, certain judgments, change of control, certain ERISA events, the termination of certain contracts, the misuse of funds and the invalidity of the loan documents.

The lenders and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research and principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Some of the lenders and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with Parent or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is also responsive to Item 2.03 of this Current Report on Form 8-K and is incorporated herein by reference.

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: August 15, 2025			By:			/s/ Anthony Paquette
						Anthony Paquette
						Chief Financial Officer

FAQ

What is the size and maturity of the loan facility for GLXY (Galaxy Helios I)?

The Credit Agreement provides a $1,400,000,000 senior secured term loan facility maturing on August 15, 2028.

What interest rate and floors apply to the Galaxy Helios I loan?

Borrowings bear interest based on one‑month Term SOFR with a 250 basis‑point floor plus an applicable margin of 4.75%.

What collateral and guarantees secure the facility?

The obligations are secured by all assets of Galaxy Helios I and its equity interests; the obligations are not secured by Galaxy Digital’s assets. Galaxy Digital Holdings LP provided customary completion and limited recourse carve‑out guarantees.

What key financial covenants are included in the Credit Agreement?

The agreement requires a minimum debt service coverage ratio (DSCR) of 1.40 beginning the first full quarter after Stabilization and a maximum loan‑to‑cost ratio of 80% on closing and each fiscal quarter until Stabilization.

Are there additional costs or restrictions tied to the loan?

Yes. The Credit Agreement includes ancillary fees (upfront, undrawn and termination fees), a prepayment premium, customary activity restrictions, and events of default as disclosed.