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Galaxy Digital Inc. (GLXY) names ex-Xerox CEO Steven Bandrowczak as director

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

Rhea-AI Filing Summary

Galaxy Digital Inc. appointed Steven Bandrowczak, 65, to its Board of Directors on July 10, 2026, with his service effective as of July 13, 2026. His initial term will run until the company’s 2027 annual meeting of stockholders and until a successor is duly elected and qualified, or an earlier termination event occurs.

Bandrowczak will also serve on the Board’s audit committee. He recently became a Senior Advisor at Sol Consulting in May 2026 and previously served as Chief Executive Officer of Xerox Holdings Corporation from August 2022 to March 2026, after joining Xerox in 2018 as President and Chief Operations Officer. He has also held senior roles at Alight Solutions, Avaya, Nortel, Lenovo, DHL and Avnet, and holds technology-focused degrees from Long Island University and Columbia University. He will participate in Galaxy Digital’s non-employee director compensation program and enter into the company’s standard Indemnification Agreement. The company states there are no related-party transactions or family relationships associated with his appointment.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Director age 65 Age of Steven Bandrowczak at the time of appointment
Board appointment date July 10, 2026 Date the Board appointed Steven Bandrowczak as director
Service effective date July 13, 2026 Effective date of Steven Bandrowczak’s service as director
Initial term end 2027 Initial term expires at the 2027 annual meeting of stockholders
Xerox CEO tenure start August 2022 Start of Steven Bandrowczak’s service as CEO of Xerox Holdings Corporation
Xerox CEO tenure end March 2026 End of Steven Bandrowczak’s service as CEO of Xerox Holdings Corporation
audit committee financial
"Upon his appointment, Mr. Bandrowczak will also serve as a member of the audit committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Non-Employee Director Compensation Arrangements financial
"will participate in the Company’s non-employee director compensation program as described under “Non-Employee Director Compensation Arrangements”"
Indemnification Agreement regulatory
"will also enter into the Company’s standard form of Indemnification Agreement, which is attached as Exhibit 10.2"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"
annual meeting of stockholders financial
"initial term will expire at the Company’s 2027 annual meeting of stockholders"
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FAQ

What board change did Galaxy Digital Inc. (GLXY) disclose on July 10, 2026?

Galaxy Digital’s Board appointed Steven Bandrowczak as a director, effective July 13, 2026. His initial term will run until the company’s 2027 annual meeting of stockholders, subject to earlier termination events.

What committee role will Steven Bandrowczak hold at Galaxy Digital Inc. (GLXY)?

Upon joining the Board, Steven Bandrowczak will serve as a member of the audit committee. This role involves oversight of financial reporting and related governance matters as defined in the company’s board committee structure.

What is Steven Bandrowczak’s recent executive background before joining GLXY’s board?

Steven Bandrowczak served as Chief Executive Officer of Xerox Holdings Corporation from August 2022 to March 2026. He joined Xerox in June 2018 as President and Chief Operations Officer before becoming CEO.

How will Steven Bandrowczak be compensated as a director of Galaxy Digital Inc. (GLXY)?

He will participate in Galaxy Digital’s non-employee director compensation program, as described in the company’s April 8, 2026 definitive proxy statement, which governs fees and equity-based compensation for outside directors.

Will Steven Bandrowczak receive indemnification from Galaxy Digital Inc. (GLXY)?

Yes. He will enter into the company’s standard Indemnification Agreement, the same form filed as Exhibit 10.2 to Galaxy Digital’s Form S-4, providing contractual protection in connection with his board service.
0001859392FALSE00018593922026-07-102026-07-10

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): July 10, 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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 10, 2026, the Board of Directors (the “Board”) of Galaxy Digital Inc. (the “Company”) appointed Steven Bandrowczak, 65, to serve as a director of the Company, effective as of July 13, 2026. Mr. Bandrowczak’s initial term will expire at the Company’s 2027 annual meeting of stockholders and until Mr. Bandrowczak’s successor shall have been duly elected and qualified, or until his earlier death, resignation, disqualification, or removal. Upon his appointment, Mr. Bandrowczak will also serve as a member of the audit committee of the Board.
Mr. Bandrowczak has served as a Senior Advisor at Sol Consulting, a technology consulting firm, since May 2026. Previously, he served as Chief Executive Officer of Xerox Holdings Corporation (“Xerox”) from August 2022 until March 2026. He joined Xerox in June 2018 as President and Chief Operations Officer. Prior to Xerox, Mr. Bandrowczak served as Chief Operating Officer and Chief Information Officer at Alight Solutions from November 2016 to June 2018, where he was responsible for the application portfolio and technical infrastructure of the organization. Throughout his career, Mr. Bandrowczak also held senior leadership positions at various multi-billion-dollar global companies, including Avaya, Nortel, Lenovo, DHL and Avnet. Mr. Bandrowczak holds a B.S. in Computer Science from Long Island University and an M.S. in Technology Management from Columbia University.
Mr. Bandrowczak will participate in the Company’s non-employee director compensation program as described under “Non-Employee Director Compensation Arrangements” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2026 and incorporated by reference herein. Mr. Bandrowczak will also enter into the Company’s standard form of Indemnification Agreement, which is attached as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 filed with the SEC on January 28, 2022 (File No. 333-262378) and is incorporated by reference herein.
There is no arrangement or understanding between Mr. Bandrowczak and any other persons pursuant to which Mr. Bandrowczak was selected as a director and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Bandrowczak and any other director or executive officer of the Company.




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: July 13, 2026
By:/s/Anthony Paquette
Anthony Paquette
Chief Financial Officer

Filing Exhibits & Attachments

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