Galaxy Digital adds Steven Bandrowczak to its board

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.

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.

Filing Explained

The appointment changes Galaxy’s board and audit-committee membership effective July 13, with compensation and indemnification arrangements described but not quantified.

The July 13, 2026 Form 8-K reports that Galaxy Digital Inc. appointed Steven Bandrowczak as a director effective July 13, 2026, and that he will also serve on the audit committee, changing the company’s board and audit-committee composition.

His initial term is scheduled to run until the company’s 2027 annual meeting of stockholders, unless he leaves the board earlier through resignation, disqualification, removal, or death.

Form 8-K is the company’s filing for specified material events, with the item number identifying the event category.

The filing says Mr. Bandrowczak will participate in the company’s non-employee director compensation program and will enter into the company’s standard indemnification agreement; it does not quantify those arrangements.

The filing also states that there was no arrangement or understanding for his selection, no reportable material transaction interest, and no family relationship with another director or executive officer.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Director age: 65 Board appointment date: July 10, 2026 Service effective date: July 13, 2026 +3 more

6 metrics

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

Key Terms

audit committee, Non-Employee Director Compensation Arrangements, Indemnification Agreement, Item 404(a) of Regulation S-K, +1 more

5 terms

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

Does Steven Bandrowczak have any related-party relationships with Galaxy Digital Inc. (GLXY)?

Galaxy Digital states that no arrangement or understanding exists under which he was selected, he has no material interest in Item 404(a) transactions, and there are no family relationships with any director or executive officer.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/13/2026 - 04:33 PM Learn about SEC filing dates

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:

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 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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