GLXY Schedule 13G: Novogratz Discloses Majority 53.48% Stake

Rhea-AI Filing Summary

Filing: Schedule 13G filed reporting beneficial ownership in Galaxy Digital Inc. (CUSIP 36317J209) for the event date 06/30/2025 (filing dated 08/05/2025).

Holdings disclosed: Michael E. Novogratz beneficially owns 195,161,415 shares of Class A Common Stock (total), representing 53.480% of the class. Composition disclosed: (a) 46,312 Class A shares held directly by Novogratz, (b) 522,945 Class A shares held of record by Novofam Macro LLC, and (c) 194,592,158 Class A shares issuable upon conversion of 194,592,158 GDH LP units held of record by Galaxy Group Investments LLC (GGI).

Other facts: The filing states 170,332,037 Class A shares outstanding as of 06/30/2025 per the issuer; LP Units are redeemable/exchangeable one-for-one for Class A shares under the Amended LP Agreement; Class B shares will be cancelled one-for-one upon such redemption/exchange.

Positive

• Clear, itemized disclosure of total beneficial ownership (195,161,415 shares) and the components (direct, Novofam, GGI/LP Units).
• Majority stake documented: reported ownership equals 53.480% of the Class A shares (using issuer's 06/30/2025 outstanding count).

Negative

• High ownership concentration: a single reporting person controls a majority (53.48%), which concentrates voting power.
• Large convertible position: 194,592,158 Class A shares are issuable upon conversion of LP Units, materially affecting the reported stake composition.

Insights

Financial Analyst

TL;DR: Disclosure shows Michael Novogratz controls a majority stake—195,161,415 shares (53.48%)—including convertible LP Units, a material ownership position.

This Schedule 13G quantifies beneficial ownership and the composition of that position. The report clearly breaks out direct holdings (46,312), Novofam record holdings (522,945), and a large conversion-linked position (194,592,158 LP Units held via GGI) that drives the majority stake. The filing uses the issuer's June 30, 2025 outstanding share count (170,332,037) in its percent calculation. Impact: impactful for governance and control metrics because the disclosed position exceeds 50% of the class.

Corporate Governance Expert

TL;DR: The filing documents concentrated ownership and conversion mechanics that determine voting/dispositive power; material for minority shareholders.

The statement documents sole voting and dispositive power over 195,161,415 shares and explains that 194,592,158 shares are issuable upon conversion of LP Units under the Amended LP Agreement, with corresponding cancellation of Class B shares. These mechanics and the >50% stake are material governance facts explicitly disclosed in the filing. Impact: impactful due to high ownership concentration and conversion features affecting capital structure and control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Galaxy Digital Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

36317J209

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 36317J209

1

Names of Reporting Persons

Michael E. Novogratz

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 195,161,415.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 195,161,415.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

195,161,415.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

53.480 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of (a) 46,312 shares of Class A common stock, $0.001 per share (the "Class A Common Stock"), held directly by Michael E. Novogratz, (b) 522,945 shares of Class A Common Stock held of record by Novofam Macro LLC ("Novofam"), a Delaware limited liability company controlled by Michael E. Novogratz and (c) 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 limited partnership units ("LP Units") of Galaxy Digital Holdings LP ("GDH LP") and 194,592,158 shares of Class B common stock, par value $0.0000000001 per share ("Class B Common Stock"), of Galaxy Digital Inc. (the "Issuer"), each held of record by Galaxy Group Investments LLC ("GGI"), a Delaware limited liability company controlled by Michael E. Novogratz. Subject to the terms of the Seventh Amended and Restated Limited Partnership Agreement of GDH LP (the "Amended LP Agreement"), the LP Units are redeemable or exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock will be cancelled on a one-for-one basis if a holder redeems or exchanges LP Units pursuant to the terms of the Amended LP Agreement. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and shares of Class A Common Stock issuable upon the conversion of LP Units, as described above, each beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 170,332,037 shares of Class A Common Stock outstanding as of June 30, 2025, as reported by the Issuer to the Reporting Person and (ii) 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 LP Units and the corresponding cancellation of 194,592,158 shares of Class B Common Stock, beneficially owned by the Reporting Person as described above.

SCHEDULE 13G

CUSIP No. 36317J209

1

Names of Reporting Persons

Galaxy Group Investments LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 194,592,158.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 194,592,158.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

194,592,158.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

53.324 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 LP Units of GDH LP and 194,592,158 shares of Class B Common Stock of the Issuer, each held of record by GGI, a Delaware limited liability company controlled by Michael E. Novogratz. Subject to the terms of the Amended LP Agreement, the LP Units are redeemable or exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock will be cancelled on a one-for-one basis if a holder redeems or exchanges LP Units pursuant to the terms of the Amended LP Agreement. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock issuable upon the conversion of LP Units, as described above, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 170,332,037 shares of Class A Common Stock outstanding as of June 30, 2025, as reported by the Issuer to the Reporting Person and (ii) 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 LP Units and the corresponding cancellation of 194,592,158 shares of Class B Common Stock, beneficially owned by Galaxy Group Investments LLC as described above.

SCHEDULE 13G

CUSIP No. 36317J209

1

Names of Reporting Persons

Novofam Macro LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 522,945.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 522,945.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

522,945.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.3070 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of 522,945 shares of Class A Common Stock held of record by Novofam, a Delaware limited liability company controlled by Michael E. Novogratz. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 170,332,037 shares of Class A Common Stock outstanding as of June 30, 2025, as reported by the Issuer to the Reporting Person.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Galaxy Digital Inc.
(b)	Address of issuer's principal executive offices: 300 Vesey Street, 13th Floor, New York, NY 10282
Item 2.
(a)	Name of person filing: Michael E. Novogratz
(b)	Address or principal business office or, if none, residence: C/O GALAXY GROUP INVESTMENTS LLC 107 GRAND ST NEW YORK, NY 10013
(c)	Citizenship: US
(d)	Title of class of securities: Class A Common Stock, par value $0.001 per share
(e)	CUSIP No.: 36317J209
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 195,161,415
(b)	Percent of class: 53.480%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 195,161,415
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 195,161,415
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael E. Novogratz

Signature:	/s/ Michael E. Novogratz
Name/Title:	Michael E. Novogratz
Date:	08/05/2025

Galaxy Group Investments LLC

Signature:	/s/ Michael E. Novogratz
Name/Title:	Michael E. Novogratz, Authorized Signatory
Date:	08/05/2025

Novofam Macro LLC

Signature:	/s/ Michael E. Novogratz
Name/Title:	Michael E. Novogratz, Authorized Signatory
Date:	08/05/2025

FAQ

How many GLXY shares does Michael E. Novogratz beneficially own?

The filing reports 195,161,415 shares of Class A Common Stock beneficially owned by Michael E. Novogratz.

What percent of Galaxy Digital (GLXY) does Novogratz own?

The filing reports ownership of 53.480% of the Class A Common Stock (calculated using 06/30/2025 figures).

What is the breakdown of Novogratz's holdings in GLXY?

Breakdown: 46,312 direct shares, 522,945 shares held by Novofam Macro LLC, and 194,592,158 Class A shares issuable upon conversion of LP Units held of record by GGI.

What date is used for the shares outstanding in the filing?

The filing cites 170,332,037 Class A shares outstanding as of 06/30/2025, as reported by the issuer.

When was the Schedule 13G signed?

Signatures are dated 08/05/2025 for Michael E. Novogratz and the reporting entities.