Galaxy Digital insider converts 2.48M Class B, sells at $36

Rhea-AI Filing Summary

Galaxy Digital Inc. (GLXY) reported an insider transaction by a 10% owner on 10/10/2025. The reporting person converted 2,477,055 shares of Class B common stock into Class A (code C) and then sold 2,477,055 Class A shares at $36 per share (code S). 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.

Following the transactions, the reporting person held 0 Class A shares directly and reported 192,115,103 derivative securities (Class B common stock).

Insights

Equity Capital Markets Analyst

Neutral Form 4 showing convert-and-sell via private placement.

A 10% owner converted Class B into Class A and sold the same number of Class A shares at $36 on 10/10/2025. Footnotes state the sale occurred in connection with a private placement under an investment agreement and that Class B is exchangeable one-for-one into Class A.

The holder’s direct Class A position moved to 0 after the sale, while 192,115,103 Class B shares remain reported as derivative securities. Actual market impact depends on future holder actions and any additional placements disclosed in subsequent filings.

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^*

Galaxy Group Investments LLC

(Last) (First) (Middle)

107 GRAND ST.

(Street)

NEW YORK NY 10013

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

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	D
Class A Common Stock	10/10/2025		S		2,477,055	D	$36(2)	0	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	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.

Remarks:

	/s/ Francesca Don Angelo, Attorney-in-Fact for Galaxy Group Investments LLC	10/14/2025
	** 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.

FAQ

What did GLXY’s insider report on the Form 4?

A 10% owner converted 2,477,055 Class B shares into Class A and sold 2,477,055 Class A shares at $36 on 10/10/2025.

What was the sale price for the GLXY shares?

The reported sale price for the Class A shares was $36 per share.

How many GLXY Class A shares did the reporting person hold after the transaction?

After the reported transactions, the reporting person held 0 Class A shares directly.

How many GLXY derivative securities remain reported?

The filing shows 192,115,103 derivative securities (Class B common stock) beneficially owned following the transactions.

What was the context of the GLXY share sale?

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

What is the conversion rate between GLXY Class B and Class A shares?

Per the filing, LP Units/Class B are redeemable or exchangeable on a one-for-one basis into Class A common stock.