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Galaxy Digital Inc. files a prospectus supplement to register up to 19,999,229 shares of Class A common stock for resale by the selling stockholders.
The registration covers up to 12,777,778 shares sold pursuant to October 10, 2025 investment agreements and up to 7,221,451 shares issuable upon exchange of the 0.50% Exchangeable Senior Notes due 2031. The supplement incorporates the company’s Annual Report on Form 10-K and states the last reported Nasdaq sale price was $21.54 per share as of February 24, 2026. Shares outstanding were 190,688,117 Class A as of February 24, 2026. The registration contemplates resale "from time to time by the selling stockholders."
Galaxy Digital Inc. filed a prospectus supplement to update its S-1 and attached its Annual Report on Form 10-K. The supplement registers for resale up to 245,062,407 shares of Class A common stock, comprised of (i) 213,112,343 shares issuable upon redemption/exchange of LP Units, (ii) up to 2,750,000 shares held by certain selling stockholders, (iii) up to 16,562,570 shares issuable upon exchange of the 3.00% Exchangeable Senior Notes due 2026, and (iv) up to 12,637,494 shares issuable upon exchange of the 2.500% Exchangeable Senior Notes due 2029.
The supplement notes the last reported Nasdaq sale price of Class A common stock was $21.54 per share on February 24, 2026. As of that date the filing states there were 190,688,117 shares of Class A common stock outstanding and 198,408,277 shares of Class B common stock outstanding. The prospectus warns that substantial sales by the selling stockholders could negatively affect the trading price.
Galaxy Digital Inc. describes a diversified business built around digital assets and high-performance computing (HPC) infrastructure. The company serves over 1,600 trading counterparties and reports approximately $12.3 billion in assets across its platform as of December 31, 2025.
Operations span trading, investment banking, asset management, staking, tokenization, and custodial technology, alongside a growing AI/HPC data center segment centered on the Helios campus in Texas with over 1.6 GW of approved power capacity and long-term leases with CoreWeave. Galaxy reported net income (loss) of $(482) million for the quarter ended and $(241) million, $347 million, and $229 million for the years 2025, 2024, and 2023, highlighting significant earnings volatility tied to crypto markets.
Capital Research Global Investors has disclosed a significant ownership position in Galaxy Digital Inc. common stock. As of 12/31/2025, it is deemed the beneficial owner of 18,161,998 shares, representing 9.4% of the 192,417,339 shares believed to be outstanding.
The filing states that Capital Research Global Investors holds sole voting and sole dispositive power over these shares, with no shared voting or dispositive power. The position is described as being acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of Galaxy Digital. The filing also notes Capital World Growth and Income Fund as a party with rights to dividends or sale proceeds related to more than 5% of the class.
Galaxy Digital Inc. received an amended Schedule 13G indicating that Michael E. Novogratz beneficially owns 192,161,415 shares of Class A common stock, representing 49.937% of the class. This total includes 46,312 shares held directly and 192,115,103 shares issuable upon conversion of LP Units and related Class B shares held through Galaxy Group Investments LLC, which he controls. The ownership percentage is calculated against 192,695,681 Class A shares outstanding as of December 31, 2025 plus the 192,115,103 shares issuable upon LP Unit conversion. Galaxy Group Investments LLC separately reports beneficial ownership of 192,115,103 shares, or 49.925%, while Novofam Macro LLC reports no beneficial ownership.
Galaxy Digital Inc. director Douglas R. Deason reported indirect open-market purchases of Class A Common Stock through Deason Capital LLC on February 4, 2026. Deason Capital LLC bought 5,000 shares at $20.75, 10,000 shares at $20.50, and 10,000 shares at $21.12, bringing its indirectly held position to 59,000 shares.
Separately, Deason is shown with 23,482 directly held shares tied to deferred share unit awards. These DSUs were granted on August 6, 2025 and are scheduled to vest in tranches on June 15, 2026, September 1, 2026, September 1, 2027 and September 1, 2028, subject to continued service. He disclaims beneficial ownership of certain securities beyond his pecuniary interest.
Galaxy Digital Inc.’s Chief Operating Officer, Erin Elizabeth Brown, reported an equity compensation award on a Form 4. On February 3, 2026, she received 97,497 shares of Class A common stock in the form of restricted stock units, at a reported price of $0.00 per share.
Each RSU converts into one share of Class A common stock as it vests. After this grant, Brown beneficially owns 295,585 shares of Class A common stock to be delivered upon settlement of multiple RSU awards, which vest on scheduled dates in 2026 and 2027, subject to continued service.
Galaxy Digital Inc.'s Chief Financial Officer, Anthony Paquette, received an award tied to 97,497 shares of Class A common stock on February 3, 2026. These shares are issuable upon vesting of restricted stock units, each representing one share of Class A common stock.
After this award, Paquette beneficially owns 430,777 Class A shares, including 281,250 shares linked to RSUs scheduled to vest in tranches on December 26, 2026, 2027, and 2028, and 97,497 shares linked to RSUs beginning to vest on March 1, 2027 with additional quarterly vesting.
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.
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.