Galaxy Digital (GLXY) CEO Novogratz awarded 174,262 RSU-linked shares

Rhea-AI Filing Summary

Galaxy Digital Inc. reported an insider equity grant for Chief Executive Officer and director Michael Novogratz. On February 3, 2026, he was credited with 174,262 shares of Class A common stock tied to new restricted stock units (RSUs), at a price of $0.00 per share.

Each RSU represents one share of Class A common stock when it vests. After this award, Novogratz is shown as beneficially owning 523,183 Class A shares, including 476,871 shares to be delivered as existing RSUs vest over time, subject to continued service and scheduled vesting dates through 2027.

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^*

Novogratz Michael

(Last) (First) (Middle)

C/O GALAXY DIGITAL INC.

300 VESEY ST.

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		174,262(1)	A	(2)	523,183(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 174,262 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 476,871 shares of Class A Common Stock to be delivered in settlement of RSUs. An RSU award was granted on March 27, 2024 where 99,000 are scheduled to vest on March 1, 2026 and 102,000 are scheduled to vest on March 1, 2027. 101,609 RSUs were granted on March 31, 2025 where 33,870 are scheduled to vest on March 1, 2026 and the remainder are scheduled to vest in eight equal quarterly installments thereafter. 174,262 101,609 RSUs were granted on February 3, 2026 where 57,506 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:

Exhibit - Exhibit 24 - Power of Attorney

	/s/ Frances Fuqua, Attorney-in-Fact for Michael Novogratz	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 did Galaxy Digital (GLXY) disclose about Michael Novogratz in this Form 4?

Galaxy Digital disclosed that CEO and director Michael Novogratz received an equity award linked to 174,262 Class A shares via restricted stock units. This increases his reported beneficial ownership to 523,183 Class A shares, largely tied to RSUs vesting over several years, subject to continued service.

How many Galaxy Digital (GLXY) shares are tied to the new RSU grant?

The new restricted stock unit grant is tied to 174,262 shares of Galaxy Digital Class A common stock. These shares are issuable upon vesting, meaning Novogratz receives actual shares only as the RSUs meet their time-based vesting conditions outlined in the award schedule.

What is Michael Novogratz’s total beneficial ownership after this GLXY transaction?

After the reported transaction, Michael Novogratz is shown as beneficially owning 523,183 shares of Galaxy Digital Class A common stock. This figure includes 476,871 shares expected to be delivered as previously granted RSUs and the new award vest over time, assuming continued service.

How do the restricted stock units (RSUs) for GLXY vest over time?

Multiple RSU awards vest on specific dates and quarterly schedules through 2027. Portions are scheduled to vest on March 1, 2026 and March 1, 2027, with remaining amounts vesting in eight equal quarterly installments thereafter, all conditioned on Novogratz’s continued service to the company.

Did Michael Novogratz pay anything for the newly reported GLXY shares?

The filing shows the 174,262 Class A shares tied to RSUs at a transaction price of $0.00 per share. This reflects that RSUs are typically granted as compensation, with shares delivered upon vesting rather than purchased in the market for cash consideration.

What roles does Michael Novogratz hold at Galaxy Digital (GLXY)?

Michael Novogratz is identified as a director, Chief Executive Officer, and a ten percent owner of Galaxy Digital. These roles underscore his leadership and significant ownership stake, and insider equity awards like RSUs further align his compensation with the company’s long-term performance and share value.