Galaxy Digital insider reports conversion and $36 share sales

Rhea-AI Filing Summary

Galaxy Digital (GLXY) insider transaction: On 10/10/2025, CEO, Director, and 10% owner Michael Novogratz reported a conversion of 2,477,055 shares of Class B common stock into Class A, followed by sales at $36 per share. The sales comprised 2,477,055 shares held by Galaxy Group Investments LLC and 522,945 shares held by Novofam Macro LLC, conducted in connection with a private placement pursuant to an investment agreement dated October 10, 2025.

After these transactions, reported beneficial holdings include 348,921 shares of Class A common stock, which includes 302,609 shares to be delivered upon RSU settlement, and 409,271 stock options with a $11.77 exercise price expiring on March 31, 2030.

Insights

Insider Transactions Analyst

CEO/10% owner reported a conversion and sales tied to a private placement; large residual exchangeable holdings remain.

On 10/10/2025, the reporting person effected a "C" code conversion of 2,477,055 shares of Class B into Class A, then sold 2,477,055 Class A shares at $36 through Galaxy Group Investments LLC and an additional 522,945 Class A shares at $36 through Novofam Macro LLC. The filing identifies the sales as connected to a private placement under an investment agreement dated 10/10/2025.

Following these transactions, the filing shows 0 Class A shares for those indirect accounts, while listing 192,115,103 derivative securities (Class B/LP unit exchange rights as described) indirectly held via Galaxy Group Investments LLC. Class B/LP units are redeemable or exchangeable one-for-one into Class A according to the description. The reporter also holds 409,271 stock options with a $11.77 exercise price expiring 03/31/2030.

Equity awards include RSUs expected to settle into 302,609 Class A shares within the 2026–2028 timeframe per the stated schedules, subject to continued service. The option vests over three years from 03/01/2025. Items to watch: any subsequent exchanges of Class B into Class A, additional sales under the private placement framework, and vesting/maturity dates on 03/01/2026, 03/01/2027, and quarterly installments thereafter.

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
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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).

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)
10/10/2025

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	10/10/2025		C		2,477,055	A	(1)	2,477,055	I	Held by Galaxy Group Investments LLC
Class A Common Stock	10/10/2025		S		2,477,055	D	$36(2)	0	I	Held by Galaxy Group Investments LLC
Class A Common Stock	10/10/2025		S		522,945	D	$36(2)	0	I	Held by Novofam Macro LLC
Class A Common Stock								348,921(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
Class B Common Stock	(1)	10/10/2025		C			2,477,055	(1)	(1)	Class A Common Stock	2,477,055	(1)	192,115,103	I	Held by Galaxy Group Investments LLC
Stock Options	$11.77							(4)	03/31/2030	Class A Common Stock	409,271		409,271	D

Explanation of Responses:

1. Each share of Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of the issuer's stockholders. The number of issued and outstanding shares of Class B common stock is equal to the number of issued and outstanding LP Units of Galaxy Digital Holdings LP not held by the issuer or one of its subsidiaries, and such LP Units are redeemable or exchangeable, on a one-for-one basis, for shares of Class A common stock.

2. The sale was in connection with a private placement pursuant to an investment agreement, dated October 10, 2025, in which the holder was a selling shareholder.

3. Includes 302,609 shares of Class A Common Stock to be delivered in settlement of restricted share unit awards ("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 equal quarterly installments thereafter (8 quarters). The RSU awards, in each case, are subject to continued service through the applicable vesting date.

4. This option vests over three years from March 1, 2025, with 1/3 vesting on the each of the first three anniversaries of such date, subject to continued service through the relevant vesting date.

Remarks:

	/s/ Francesca Don Angelo Attorney-in-Fact for Michael Novogratz	10/14/2025
	** 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 GLXY’s CEO report on Form 4?

A conversion of 2,477,055 Class B shares into Class A and subsequent sales at $36 per share on 10/10/2025.

How many GLXY shares were sold and at what price?

2,477,055 shares (Galaxy Group Investments LLC) and 522,945 shares (Novofam Macro LLC) at $36 per share.

What was the context for the GLXY share sales?

They were in connection with a private placement under an investment agreement dated October 10, 2025, where the holder was a selling shareholder.

What are the CEO’s reported GLXY holdings after the transactions?

348,921 Class A shares (including 302,609 to be delivered upon RSU settlement) and 409,271 stock options.

What are the terms of the reported GLXY stock options?

Options for 409,271 Class A shares at an exercise price of $11.77, expiring on March 31, 2030.

What does the Class B to Class A conversion imply for GLXY?

Class B is exchangeable one-for-one into Class A, aligning voting and economic interests per the stated structure.