Galaxy Digital (GLXY) CAO awarded 5,168 RSU-based Class A shares in Form 4

Rhea-AI Filing Summary

Galaxy Digital Inc. Chief Accounting Officer Robert Daniel Rico reported an equity award under the company’s stock plan. On February 3, 2026, he received 5,168 shares of Class A common stock at a price of $0.00 per share, issuable upon vesting of restricted stock units (RSUs). Following this grant, he beneficially owned 63,478 shares of Class A common stock.

The filing explains that each RSU converts into one share when it vests. It also notes that 24,395 of the reported shares are tied to previously granted RSU awards with vesting schedules running through March 1, 2027 and later quarterly installments, all subject to continued service.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rico Robert Daniel

(Last) (First) (Middle)

C/O GALAXY DIGITAL INC.

300 VESEY STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Galaxy Digital Inc. [ GLXY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/03/2026		A		5,168(1)	A	(2)	63,478(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 5,168 shares of Class A common stock issuable upon the vesting of restricted stock units ("RSUs").

2. Each RSU represents the right to receive one share of the Company's Class A common stock.

3. Includes 24,395 shares of Class A common stock to be delivered in settlement of RSUs. An RSU award was granted on March 29, 2023 where 6,958 are scheduled to vest on March 1, 2026. An RSU award was granted on March 27, 2024 where 3,416 are scheduled to vest on March 1, 2026 and 3,518 are scheduled to vest on March 1, 2027. 5,335 RSUs were granted on March 31, 2025 where 1,799 are scheduled to vest on March 1, 2026 and the remainder are scheduled to vest in eight equal quarterly installments thereafter. 5,168 RSUs were granted on February 3, 2026 where 1,705 are scheduled to vest on March 1, 2027 and the remainder are scheduled to vest in eight equal quarterly installments thereafter. The RSU awards, in each case, are subject to continued service through the applicable vesting date.

Remarks:

Exhibits - Exhibit 24 - Power of Attorney

	/s/ Frances Fuqua, Attorney-in-Fact for Robert Daniel Rico	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GLXY Chief Accounting Officer Robert Daniel Rico report?

Rico reported receiving 5,168 Class A shares via RSUs. On February 3, 2026, he was granted 5,168 shares of Galaxy Digital Inc. Class A common stock at $0.00 per share, issuable upon vesting of restricted stock units under the company’s equity compensation arrangements.

How many Galaxy Digital (GLXY) shares does Robert Daniel Rico own after this Form 4?

Rico beneficially owns 63,478 Class A shares after the grant. The Form 4 states that, following the February 3, 2026 RSU-related award, his total beneficial ownership in Galaxy Digital Inc. Class A common stock increased to 63,478 shares, including shares to be delivered upon RSU settlement.

What are the key terms of the 5,168 RSUs reported by GLXY’s Chief Accounting Officer?

The 5,168 RSUs convert into one share each upon vesting. Each restricted stock unit represents the right to receive one share of Galaxy Digital Inc. Class A common stock, with issuance contingent on vesting and continued service through the applicable vesting dates described in the filing.

How many Galaxy Digital (GLXY) shares are tied to RSU settlements in Rico’s holdings?

24,395 shares are tied to RSU settlements. The filing notes that 24,395 shares of Galaxy Digital Inc. Class A common stock are expected to be delivered upon settlement of previously granted RSUs, subject to their vesting schedules and continued employment conditions.

What are the future vesting dates for Robert Daniel Rico’s GLXY RSU awards?

RSUs are scheduled to vest on multiple dates through 2027. Vesting tranches include March 1, 2026 and March 1, 2027, plus additional amounts that vest in eight equal quarterly installments after certain grant dates, conditioned on continued service with Galaxy Digital Inc.

Did Robert Daniel Rico pay cash for the 5,168 Galaxy Digital (GLXY) shares reported?

No, the 5,168 shares were granted at $0.00 per share. The Form 4 shows a transaction price per share of zero, reflecting that these shares are issuable upon vesting of restricted stock units rather than through a cash purchase on the open market.