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Galaxy Digital Inc. 8-K Filings

GLXY NASDAQ

Every 8-K that Galaxy Digital Inc. (GLXY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow GLXY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GLXY filings page.

Rhea-AI Summary

Galaxy Digital Inc. reports that on August 5, 2026, Robert Rico notified the company of his intention to resign as Chief Accounting Officer and principal accounting officer, effective September 30, 2026, to pursue an external opportunity. The company states that his resignation does not result from any disagreements with the company, its officers, or employees. Rico will continue serving in his current roles until a permanent replacement is named, providing continuity in the company’s accounting leadership during the transition.

Rhea-AI Summary

Galaxy Digital Inc. reported a Q2 2026 net loss of $85 million, with diluted and adjusted EPS of $(0.09), primarily reflecting depreciation in digital asset prices. Consolidated adjusted gross profit was $43 million and adjusted EBITDA was $(77) million, narrowing from $(188) million in Q1 2026.

The Digital Assets and Data Centers operating businesses generated $86 million of adjusted gross profit and $1 million of adjusted EBITDA, while the Treasury & Corporate segment posted losses driven by unrealized marks on digital assets and investments. As of June 30, 2026, Galaxy reported $10.8 billion of total assets, $2.7 billion of equity, and $2.5 billion of cash and stablecoin holdings.

The new Data Centers segment entered its first revenue-generating quarter, delivering 133 MW of critical IT load at the Helios campus to CoreWeave under a 15-year lease. Galaxy expects Helios Phase I to produce about $80 million in quarterly leasing revenue with project-level adjusted EBITDA margins over 90% beginning in Q3 2026. To fund Helios Phase II, a 260 MW expansion, the company completed a $3.5 billion senior secured notes offering due 2031 and now has a Texas power development pipeline of over 5.7 GW for AI and high-performance computing infrastructure.

Rhea-AI Summary

Galaxy Digital Inc., through indirect subsidiary Galaxy Helios Data Centers II LLC, completed a private offering of $3,507,000,000 aggregate principal amount of 9.875% Senior Secured Notes due 2031. The notes were issued at 99.500% of principal and sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

The notes bear interest at 9.875% per annum, payable semi-annually on February 1 and August 1, beginning February 1, 2027, and mature on August 1, 2031 with semi-annual amortization thereafter as set out in the indenture. Proceeds are intended to finance part of a data center project in Dickens County, Texas, consisting of two buildings with eight data halls, 400 megawatts of utility capacity and 260 MW of critical IT capacity, and to fund debt service reserves.

The notes are senior secured obligations under an indenture with The Bank of New York Mellon as trustee and collateral agent and include customary covenants limiting additional debt, restricted payments, liens, asset sales, affiliate transactions and certain mergers and subsidiary activities, subject to exceptions. The terms provide for various optional redemptions, equity-funded redemptions and required repurchase offers upon asset sales, certain data center lease events and a Change of Control Trigger Event. Galaxy Digital Holdings LP has provided an uncapped completion guarantee to ensure the project phases required under the data center lease with CoreWeave, Inc. are delivered if note proceeds and other available funds are insufficient.

Rhea-AI Summary

Galaxy Digital Inc. announced that its indirect wholly owned subsidiary, Galaxy Helios Data Centers II LLC, has priced a $3.507 billion private offering of 9.875% senior secured notes due 2031. The offering is expected to close on July 28, 2026, subject to market and customary closing conditions.

The issuer intends to use the net proceeds to finance part of a large data center project in Dickens County, Texas, including two buildings with eight data halls providing 400 MW of utility capacity and 260 MW of critical IT capacity, and to fund debt service reserves.

The notes will pay interest at 9.875% per year, with semi-annual cash payments on February 1 and August 1 beginning February 1, 2027, and will amortize at 4.00% per annum of the original principal. They are fully and unconditionally guaranteed by Galaxy Helios II LLC and secured by first-priority liens on substantially all assets of the issuer and guarantor and the issuer’s equity, and will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Rhea-AI Summary

Galaxy Helios Data Centers II LLC, an indirect wholly owned subsidiary of Galaxy Digital Inc., announced its intention to privately offer, subject to market conditions and other factors, $3.507 billion aggregate principal amount of senior secured notes due 2031 to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

The net proceeds are intended to finance part of the development and construction of two buildings with eight data halls providing 400 MW of utility capacity and 260 MW of critical IT capacity in Dickens County, Texas, and to fund debt service reserves. The facility is tied to a lease with CoreWeave covering 260 MW of critical IT load, with a 15-year base lease term plus two 5‑year extension options, a 13.7% starting MRC gross yield on cost, a 3.0–5.0% annual rent escalator linked to CPI, and an expected near triple‑net structure supporting projected NOI margins of about 90%.

Illustrative projections for the project show minimum remaining contracted lease payments of $10.4 billion over the initial lease term (excluding a $100 million option payment already received), a full $3.507 billion debt draw, scheduled amortization reducing debt substantially by 2040, and cumulative post‑debt‑service cash flow reaching $3.765 billion by 2043. These figures are forward‑looking, non‑GAAP, and presented solely as illustrative financial information for the proposed notes financing.

Rhea-AI 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.

Rhea-AI Summary

Galaxy Digital Inc. held its 2026 annual meeting of stockholders, where investors approved all four proposals, including the full director slate, executive pay, and auditor ratification. A quorum was present, with 115,933,130 Class A shares and 193,238,854 Class B shares representing approximately 79.22% of combined voting power.

Six directors, including Michael Novogratz and Michael Daffey, were elected, each receiving over 271 million votes in favor, with broker non-votes of 36,759,367 on the director proposals. Stockholders ratified KPMG LLP as independent auditor with 308,555,576 votes for and approved, on an advisory basis, compensation for named executive officers with 256,939,983 votes for.

On the advisory “say‑on‑frequency” vote, stockholders indicated a preference for annual votes on executive compensation, with 270,699,961 votes for a one‑year frequency. The board has decided that future advisory votes on executive compensation will be held every year until the next frequency vote or a different frequency is later determined.

Rhea-AI 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.

Rhea-AI Summary

Galaxy Digital Inc. reported a Q1 2026 net loss of $216 million, with diluted and adjusted EPS of $(0.49), mainly due to depreciation in digital asset prices as overall crypto market capitalization fell about 20% in the quarter.

Adjusted gross loss was $88 million and adjusted EBITDA was $(188) million. Total assets were $10.0 billion, total equity $2.8 billion, and cash and stablecoins $2.6 billion as of March 31, 2026, providing substantial liquidity despite losses.

Digital Assets generated adjusted gross profit of $49 million and adjusted EBITDA of $(19) million, while Treasury & Corporate posted an adjusted gross loss of $(140) million, largely from unrealized losses on digital assets and investments. Galaxy repurchased 3.2 million Class A shares for $65 million, more than offsetting 2025 stock-based compensation dilution.

At its Helios data center campus, Galaxy delivered the first data hall to CoreWeave and expects Phase I rent to commence in Q2 2026. CoreWeave has leased 526 MW of critical IT load under a 15-year agreement with anticipated average annual revenue of over $1 billion and lease-level EBITDA margins of about 90%. Galaxy also received ERCOT approval for an additional 830 MW, bringing total approved capacity at Helios to over 1.6 GW.

Rhea-AI Summary

Galaxy Digital Inc. filed a current report to notify investors that it has released its financial results for the fourth quarter and full fiscal year ended December 31, 2025. The company issued a detailed press release and supporting materials on February 3, 2026.

Galaxy also published a quarterly update presentation and a financial supplement that provide consolidated statements of operations for 2023–2025 and quarterly data through December 31, 2025, as well as consolidated statements of financial position from March 31, 2022 through December 31, 2025. The company is hosting a conference call on February 3, 2026 at 8:30 a.m. Eastern Time to discuss these results.

Rhea-AI Summary

Galaxy Digital Inc. reports that it has completed a Large Load Interconnection Study and received approval from the Electric Reliability Council of Texas (ERCOT) for an additional 830 megawatts of computing demand at its Helios data center campus in West Texas. This approval relates to the power capacity that can be used for computing operations at the Helios facility.

The company disclosed this development through a current report and attached the full press release as an exhibit, indicating that Helios is a key infrastructure asset in its West Texas operations.

Rhea-AI Summary

Galaxy Digital Inc. furnished an Item 2.02 update, providing a Financial Supplement as Exhibit 99.1. The supplement includes consolidated statements of operations for the year ended December 31, 2023 and for each quarter from March 31, 2024 through September 30, 2025, plus consolidated statements of financial position for quarters from March 31, 2022 through September 30, 2025.

The information in Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference into other filings unless specifically referenced. Galaxy’s Class A common stock trades on Nasdaq under the symbol GLXY.

Rhea-AI Summary

Galaxy Digital Inc. announced that Galaxy Digital Holdings LP issued $1.3 billion of 0.50% Exchangeable Senior Notes due May 1, 2031. The notes pay 0.50% interest semi-annually on May 1 and November 1, starting May 1, 2026, and are senior unsecured obligations.

Holders can exchange into Class A common stock at an initial rate of 17.9352 shares per $1,000 of notes, implying an initial exchange price of $55.76 per share, subject to customary adjustments and make‑whole increases upon certain events. Based on an initial maximum exchange rate of 24.6609 shares per $1,000, up to 32,059,170 shares may be issued upon exchange.

The issuer may redeem the notes, in whole or in part, on or after November 6, 2028 if the stock price is at least 130% of the exchange price for specified trading periods; holders who exchange in connection with a redemption may receive an increased exchange rate. Upon a qualifying Fundamental Change, holders can require repurchase at 100% of principal plus accrued interest. A Registration Rights Agreement requires filing a shelf registration for resale of exchange shares by January 31, 2026, with additional interest payable for registration defaults. The indenture includes customary events of default and limited additional‑interest remedies for certain reporting failures.

Rhea-AI Summary

Galaxy Digital Inc. (GLXY) furnished an 8-K announcing quarterly results materials. The company issued a press release and quarterly update slides covering its financial results for the quarter ended September 30, 2025, and scheduled a conference call on October 21, 2025 at 8:30 a.m. Eastern Time.

The materials are furnished under Item 2.02 and listed as Exhibits 99.1 (Press Release) and 99.2 (Quarterly Update Presentation). The information furnished under Item 2.02 is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not incorporated by reference except as expressly set forth.

Rhea-AI Summary

Galaxy Digital Inc. (GLXY) filed an 8-K/A to furnish the complete Credit Agreement executed on August 15, 2025. The agreement is among Galaxy Helios I (borrower), Deutsche Bank AG, New York Branch (initial lender), and GLAS USA LLC (administrative and collateral agent), with other lenders party from time to time.

The amendment provides the full text of the Credit Agreement as Exhibit 10.1, as required by Item 601(b)(10) of Regulation S‑K. Certain information has been omitted because it is not material and is treated as private or confidential, and the company undertakes to provide unredacted copies to the SEC upon request.

Rhea-AI Summary

Galaxy Digital Inc. announced a private strategic investment totaling $460 million at $36 per share. The deal comprises 9,027,778 newly issued Class A shares sold by the company and 3,750,000 shares sold by certain selling stockholders to the same institutional investor group. The company noted that no underwriting discounts or commissions apply to this sale.

In connection with the financing, Galaxy entered into a Registration Rights Agreement to register for resale 12,777,778 “Investment Shares.” The company must file a Shelf Registration Statement on Form S-1 or S-3 within 30 days of closing and use commercially reasonable efforts to obtain effectiveness as soon as practicable, including within five business days after a no‑review notice from the SEC or within 75 days if reviewed with comments. The registration will remain effective until the registered securities are sold or no holder beneficially owns them. The company also furnished a press release announcing the investment.

Rhea-AI Summary

Galaxy Digital Inc. filed a Form 8-K to share a Regulation FD disclosure about a new technology partnership. On September 3, 2025, Galaxy announced a partnership with Superstate Services LLC that allows Galaxy stockholders to tokenize and hold their shares of Galaxy Class A common stock on-chain.

The company furnished the related press release as Exhibit 99.1, clarifying that this information is furnished, not filed, under securities law. No financial results or major transactions are included in this report; the focus is on communicating this tokenization capability to stockholders.

Rhea-AI Summary

Galaxy Digital Inc. filed an amended report describing the separation terms for its General Counsel, Andrew Siegel, who is leaving the company effective September 12, 2025. He will remain employed until that date and provide transition services.

Under a Separation Agreement dated August 28, 2025, and contingent on a signed and non‑revoked release of claims, Mr. Siegel will receive a $300,000 lump‑sum cash payment and accelerated vesting of all his restricted share units and options granted under the company’s long‑term incentive plan. He will continue to be bound by confidentiality, non‑disparagement, and cooperation covenants. The full Separation Agreement is filed as Exhibit 10.1.

Rhea-AI 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.

Rhea-AI Summary

Galaxy Digital announced that Matt Friedrich, age 59, will join as Chief Legal Officer effective September 8, 2025. Mr. Friedrich previously served as General Counsel of Cognizant Technology Solutions from May 2017 to January 2021, as Chief Legal Officer of UnitedHealth Group from January 2021 to March 2021, and worked as a legal consultant to Lynch Regenerative Medicine, LLC and TechCatalyst LLC from November 2024 through August 2025.

The company also disclosed that current General Counsel Andrew Siegel will leave the firm on or about September 12, 2025 to assume a public policy role; the terms of his separation will be disclosed when finalized. A company press release is attached as Exhibit 99.1.

Rhea-AI Summary

Galaxy Digital (GLXY) filed an 8-K on 5 Aug 2025 under Item 2.02 to furnish, not file, its Q2 2025 earnings materials.

  • Exhibits 99.1-99.3 contain the press release, quarterly update presentation and a detailed financial supplement covering results from 1Q 2022 through 2Q 2025.
  • A conference call is scheduled for 5 Aug 2025 at 8:30 a.m. ET to discuss the quarter.
  • The information is furnished solely for Regulation FD compliance and is exempt from Section 18 liability.

The 8-K itself does not disclose specific revenue, earnings or balance-sheet figures; investors must consult the attached exhibits for quantitative analysis.