Chief Executive Officer Novogratz Michael converted options into 2,477,055 shares and sold $108,000,000 worth of shares (3,000,000 units at $36.00) (SEC Form 4)
$GLXY
Investment Bankers/Brokers/Service
Finance
| 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 |
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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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Galaxy Digital Inc. [ GLXY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. | ||
| * 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. | ||