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Galaxy Digital (NASDAQ: GLXY) launches $500M at-the-market share sale plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Galaxy Digital Inc. established an at-the-market equity program to sell up to $500,000,000 of Class A common shares under an automatic shelf registration statement and related prospectus supplement. The company may sell shares from time to time through Jefferies, BNY Mellon Capital Markets and UBS Securities as sales agents.

Sales can occur in ordinary brokerage, negotiated or at-the-market transactions on Nasdaq, with agents earning up to a 3.0% commission on gross proceeds. Galaxy Digital plans to use net proceeds with existing liquidity to support expansion of its Data Centers business and for general corporate purposes.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $500,000,000 of Common Shares Maximum aggregate amount of Class A common stock that may be sold
Agent commission up to 3.0% of gross proceeds Commission rate payable on each share sale under the Sales Agreement
Par value per share $0.001 par value Par value of Galaxy Digital’s Class A common stock
Filing date of S-3ASR May 8, 2026 Date automatic shelf registration statement on Form S-3ASR was filed
Trading market Nasdaq Global Select Market Primary market where at-the-market sales of Common Shares may occur
Open Market Sale financial
"entered into an Open Market Sale (the “Sales Agreement”) with Jefferies LLC"
An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.
at-the-market offerings financial
"transactions that are deemed to be “at-the-market” offerings as defined in Rule 415"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
automatic shelf registration statement regulatory
"pursuant to the automatic shelf registration statement on Form S-3ASR"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
prospectus supplement regulatory
"the related prospectus supplement dated May 8, 2026 (the “ATM Prospectus Supplement”)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Data Centers business financial
"to support the continued expansion of its Data Centers business, as well as for general corporate purposes"
Offering Type ATM
Use of Proceeds Support expansion of the Data Centers business and for general corporate purposes.
Understanding 8-K Material Events →
0001859392FALSE00018593922026-05-082026-05-08

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): May 8, 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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 Par ValueGLXY
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 May 8, 2026, Galaxy Digital Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC, BNY Mellon Capital Markets, LLC and UBS Securities LLC (each, an “Agent” and together, the “Agents”), pursuant to which the Company may sell, from time to time, at its option, shares of the Company’s Class A common stock, $0.001 par value per share (the “Common Shares”), through the Agents, as sales agents (the “ATM Offering”). The issuance and sale, if any, of the Common Shares under the Sales Agreement will be made pursuant to the automatic shelf registration statement on Form S-3ASR (Registration No. 333-[  l  ]) filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2026, which became effective immediately upon filing, and the related prospectus supplement dated May 8, 2026 (the “ATM Prospectus Supplement”), pursuant to which the Company may sell up to an aggregate of $500,000,000 of Common Shares.

The sales, if any, of the Common Shares made under the Sales Agreement through any Agent, as sales agent, will be made by means of ordinary brokers’ transactions at market prices, in negotiated transactions or in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Act”), including sales made directly on the Nasdaq Global Select Market or other trading market of the Common Shares. Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the Common Shares from time to time, as the sales agents, based upon the Company’s instructions.

The Company has provided customary representations, warranties and covenants, and the parties have agreed to indemnification rights. Each Agent will be entitled to a commission of up to 3.0% of the gross proceeds for each sale of the Common Shares made through such Agent from time to time under the Sales Agreement. In addition, the Company will reimburse the Agents for certain expenses incurred in connection with the Sales Agreement.

The Company may also sell Common Shares to each of the Agents, as principal for its own account, at a price to be agreed upon at the time of sale. If the Company sells Common Shares to any of the Agents, as principal, it will enter into a separate terms agreement with such Agent, and, to the extent required by applicable law, the Company will describe the terms agreement in a separate prospectus supplement or pricing supplement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.

The Company intends to use the net proceeds of the offering, together with our existing cash, cash equivalents, short-term investments and other liquid assets, to support the continued expansion of its Data Centers business, as well as for general corporate purposes. The Company believes it is well-capitalized and is putting the program in place to provide flexibility in the future to access the equity capital markets opportunistically from time to time, based on prevailing market conditions, the Company’s share price and other relevant factors.
Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated May 8, 2026, relating to the validity of the Common Shares that may be offered and sold pursuant to the ATM Prospectus Supplement, a copy of which is filed as Exhibit 5.1 to this Current Report.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any Common Shares, nor shall there be any offer, solicitation or sale of such Common Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.


Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.		Description
1.1
Open Market Sale AgreementSM, dated as of May 8, 2026, by and among Galaxy Digital Inc., Jefferies LLC, BNY Mellon Capital Markets, LLC and UBS Securities LLC
5.1
Opinion of Latham & Watkins LLP
23.1
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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: May 8, 2026
By:/s/ Anthony Paquette
Anthony Paquette
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What equity program did Galaxy Digital (GLXY) establish in this 8-K?

Galaxy Digital established an at-the-market equity offering program allowing sales of Class A common shares. The program is implemented through an Open Market Sale Agreement with Jefferies, BNY Mellon Capital Markets and UBS Securities acting as sales agents under an automatic shelf registration statement.

How large is Galaxy Digital’s new at-the-market offering capacity?

The company may sell up to an aggregate of $500,000,000 of Class A common shares. These shares can be sold from time to time at Galaxy Digital’s option, using ordinary brokerage, negotiated or at-the-market transactions on the Nasdaq Global Select Market and other trading venues.

How will Galaxy Digital (GLXY) use the proceeds from the ATM offering?

Galaxy Digital intends to use net proceeds, together with existing cash, cash equivalents, short-term investments and other liquid assets, to support continued expansion of its Data Centers business. Remaining funds are earmarked for general corporate purposes, giving the company financial flexibility for future needs.

What compensation will agents receive under Galaxy Digital’s sales agreement?

Each sales agent is entitled to a commission of up to 3.0% of the gross proceeds from each sale of common shares. Galaxy Digital will also reimburse the agents for certain expenses incurred in connection with the Open Market Sale Agreement governing the at-the-market equity program.

On which registration statement is Galaxy Digital’s ATM program based?

The at-the-market program is conducted under an automatic shelf registration statement on Form S-3ASR filed on May 8, 2026. This registration became effective immediately upon filing and is supplemented by an ATM-specific prospectus supplement dated the same day authorizing the share sales.

Filing Exhibits & Attachments

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