Galaxy Digital (GLXY) CEO has shares withheld to cover RSU tax liability

Rhea-AI Filing Summary

Galaxy Digital Inc. Chief Executive Officer Michael Novogratz reported a routine tax-related share disposition tied to equity compensation. On June 1, 2026, 4,683 shares of Class A Common Stock were withheld at $29.58 per share to cover taxes when 8,468 restricted share units (RSUs) vested.

After this withholding, his direct holdings totaled 445,021 Class A shares. Footnotes state this figure includes 335,533 shares of Class A Common Stock that will be delivered in settlement of RSUs, assuming continued service through their respective vesting dates. The transaction does not reflect an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Novogratz Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	4,683	$29.58	$139K

Holdings After Transaction: Class A Common Stock — 445,021 shares (Direct, null)

Footnotes (1)

1. Represents 4,683 shares of Class A common stock withheld for taxes upon the vesting of 8,468 restricted share units ("RSUs") on June 1, 2026. Includes 335,533 shares of Class A Common Stock to be delivered in settlement of RSUs, subject to continued service through the applicable vesting date.

Key Figures

Shares withheld for taxes: 4,683 shares Withholding price per share: $29.58 per share Shares after transaction: 445,021 shares +2 more

5 metrics

Shares withheld for taxes 4,683 shares Class A Common Stock withheld for taxes on June 1, 2026

Withholding price per share $29.58 per share Price applied to 4,683 withheld shares

Shares after transaction 445,021 shares Total Class A shares reported following the transaction

RSUs vested 8,468 RSUs Restricted share units vesting on June 1, 2026

RSUs to be settled in shares 335,533 shares Shares to be delivered in settlement of RSUs, subject to continued service

Key Terms

restricted share units, tax-withholding disposition, Class A Common Stock, vesting

4 terms

restricted share units financial

"Represents 4,683 shares of Class A common stock withheld for taxes upon the vesting of 8,468 restricted share units ("RSUs") on June 1, 2026."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 4,683 shares of Class A Common Stock."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"Represents 4,683 shares of Class A common stock withheld for taxes upon the vesting of 8,468 restricted share units ("RSUs")."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vesting financial

"withheld for taxes upon the vesting of 8,468 restricted share units ("RSUs") on June 1, 2026."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 NEW YORK 10282

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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	06/01/2026		F		4,683(1)	D	$29.58	445,021(2)	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 4,683 shares of Class A common stock withheld for taxes upon the vesting of 8,468 restricted share units ("RSUs") on June 1, 2026.

2. Includes 335,533 shares of Class A Common Stock to be delivered in settlement of RSUs, subject to continued service through the applicable vesting date.

Remarks:

	/s/ Frances Fuqua, Attorney-in-Fact for Michael Novogratz	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Galaxy Digital (GLXY) report for Michael Novogratz?

Michael Novogratz reported a tax-related share disposition, with 4,683 Galaxy Digital Class A shares withheld to satisfy taxes upon the vesting of 8,468 restricted share units. This was not an open-market sale but part of equity compensation settlement.

How many Galaxy Digital (GLXY) shares were withheld for taxes in this Form 4?

The filing shows 4,683 shares of Galaxy Digital Class A Common Stock withheld at $29.58 per share to cover tax obligations. These shares were withheld when 8,468 restricted share units vested on June 1, 2026, as part of routine compensation processing.

What are Michael Novogratz’s reported Galaxy Digital (GLXY) holdings after this transaction?

After the tax withholding, Michael Novogratz is reported to hold 445,021 Class A shares. Footnotes explain this total includes 335,533 shares to be delivered in future settlement of RSUs, contingent on his continued service through each vesting date.

Was the Galaxy Digital (GLXY) Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy tax liabilities arising from the vesting of restricted share units, which is a common, non-discretionary compensation-related transaction.

What RSU activity did Galaxy Digital (GLXY) disclose for Michael Novogratz?

The filing notes 8,468 restricted share units vested on June 1, 2026. To cover related taxes, 4,683 Class A shares were withheld. Footnotes also indicate 335,533 shares remain tied to unvested RSUs, subject to continued service until their vesting dates.