Galaxy Digital Inc. Files 8-K for Material Agreement

TL;DR

Galaxy Digital signed a big deal and sold some stock, filing it all on 10/14.

AI Summary

On October 10, 2025, Galaxy Digital Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing was made on October 14, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity for Galaxy Digital Inc., potentially involving new agreements and equity transactions that could impact its business and investors.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can carry inherent risks and require further investigation.

Key Numbers

• 001-42655 — SEC File Number (Identifies the specific SEC filing for Galaxy Digital Inc.)
• 251392142 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Galaxy Digital Inc. (company) — Registrant
• October 10, 2025 (date) — Earliest event reported
• October 14, 2025 (date) — Filing date
• 300 Vesey Street, New York, NY 10282 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — which registered Class A Common Stock, $0.001 Par Value GLXY The Nasdaq Stock Market
• $460 million — ment agreements with the Investor for a $460 million private strategic investment (the "Inve
• $36 — ass A Common Stock, to the Investor, at $36 per share. No underwriting discounts or

Filing Documents

• glxy-20251010.htm (8-K) — 35KB
• glxypipe-registrationright.htm (EX-10.1) — 124KB
• exhibit991-pipepressreleas.htm (EX-99.1) — 13KB
• 0001859392-25-000061.txt ( ) — 314KB
• glxy-20251010.xsd (EX-101.SCH) — 2KB
• glxy-20251010_lab.xml (EX-101.LAB) — 21KB
• glxy-20251010_pre.xml (EX-101.PRE) — 12KB
• glxy-20251010_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 10, 2025, Galaxy Digital Inc. (the "Company") entered into a Registration Rights Agreement (the "Registration Rights Agreement"), among the Company and certain institutional investors named therein (collectively, the "Investor"), providing for the registration of 12,777,778 shares (the "Investment Shares") of the Company's Class A common stock, par value $0.001 per share ( "Class A Common Stock"), sold pursuant to the Investment (as described herein). Under the Registration Rights Agreement, the Company is obligated to file a registration statement (either on Form S-1 or Form S-3, as applicable, each a "Shelf Registration Statement") for resale of the Investment Shares, no later than 30 days after the closing date of the Investment, and to include in such registration statement all Investment Shares. In addition, the Company must use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable after filing, but generally no later than (i) five business days after the Company is notified by the U.S. Securities and Exchange Commission (the "Commission") that the Shelf Registration Statement will not be "reviewed" or will not be subject to further review or (ii) 75 days after the earlier of the date that the Shelf Registration Statement is filed with the Commission and 30 days after the closing of the Investment, if the Shelf Registration Statement is reviewed by, and the Company receives comments from, the Commission. The Company must use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective until the earlier of (i) all registrable securities covered by such Shelf Registration Statement having been disposed of and (ii) the date on which no holder beneficially owns any registrable securities covered by the Shelf Registration Statement. The Registration Rights Agreement provides for customary indemnifica

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On October 10, 2025, the Company and certain selling stockholders entered into investment agreements with the Investor for a $460 million private strategic investment (the "Investment"), pursuant to which the Company agreed to issue and sell an aggregate of 9,027,778 shares of Class A Common Stock, and the selling stockholders agreed to sell an aggregate of 3,750,000 shares of Class A Common Stock, to the Investor, at $36 per share. No underwriting discounts or commissions are to be paid with respect to such sale. The Investment is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions for the sale by the selling stockholders and under applicable state laws. The Company is relying on these exemptions from registration based in part on representations made by the Investor. The securities being sold in the Investment have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

01 Other Events

Item 8.01 Other Events. On October 10, 2025, the Company issued a press release announcing the Investment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including the exhibits hereto, contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, are forward-looking statements, including statements regarding the completion, timing, terms and size of the Investment and the intended use of proceeds. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," the negative of these terms and other comparable terminology. Forward-looking statements represent the Company's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are the satisfaction of the closing conditions related to the Investment and risks relating to the Company's business, including those described in periodic reports that the Company files from time to time with the Commission. The Company may not consummate the Investment described in this Current Report on Form 8-K and, if the Investment is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described herein. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance or achievements. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date hereof, and the Company does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Registration Rights Agreement, dated as of October 10, 2025, by and among the Company and the investors party thereto. 99.1 Press Release, dated October 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GALAXY DIGITAL INC. Date: October 14, 2025 By: /s/ Anthony Paquette Anthony Paquette Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR