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BCS

Current Report · Items 7.01, 9.01 · 8-K

Galaxy Digital Inc.

GLXYNASDAQEQUITYCurrent

Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 22, 2026, Galaxy Helios Data Centers II LLC (the “Issuer”), an indirect wholly owned subsidiary of Galaxy Digital Inc. (the “Company”), formally announced its intention to offer, subject to market conditions and other factors, $3.507 billion aggregate principal amount of senior secured notes due 2031 (the “Notes”) in a private offering (the “Offering”) t…

Filed Jul 22, 2026Accepted Jul 22, 2026, 7:58 AM EDTCIK 1859392Accession 0001859392-26-000068
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Company context

Current securities

Historical securities (1)

Recent company filings

  1. Results of Operations and Financial Condition · Regulation FD DisclosureOct 27, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 23, 2026
  3. 4 filingSep 10, 2026
  4. N-PX filingAug 31, 2026
  5. 144 filingAug 21, 2026

Registered securities in this filing

Galaxy Digital Inc. · 8-K · Filed 2026-07-22

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A Common Stock, $0.001 Par Value

Symbol
GLXY
Exchange
NASDAQ
Classification
COMMON
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000185939226000068 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On July 22, 2026, Galaxy Helios Data Centers II LLC (the “Issuer”), an indirect wholly owned subsidiary of Galaxy Digital Inc. (the “Company”), formally announced its intention to offer, subject to market conditions and other factors, $3.507 billion aggregate principal amount of senior secured notes due 2031 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. There can be no assurance that the Offering will be completed on the terms described herein or at all. The Issuer intends to use the net proceeds from the Offering to finance a portion of the development and construction of two buildings containing eight data halls with a combined total of 400 megawatts (“MW”) of utility capacity and 260 MW of critical IT capacity (the “Project”) to be built on an approximately 260-acre property in Dickens County, Texas and to fund debt service reserves. Attached hereto as Exhibit 99.1 to this Current Report on Form 8-K is certain illustrative financial information and other information (the “Illustrative Financial Information”) concerning the Project that has been disclosed by the Issuer in connection with the Offering. The information furnished with this Item 7.01 and in the Illustrative Financial Information attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities. Cautionary Note Regarding 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 relating to the anticipated terms of the Notes being offered, the completion, timing and size of the proposed Offering 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. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. 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 market conditions, including market interest rates, the satisfaction of the closing conditions related to the Offering and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the SEC. The Issuer may not consummate the proposed Offering described in this Current Report on Form 8-K and, if the proposed Offering is consummated, cannot provide any assurances regarding the final terms of the Offering or the Notes or its ability to effectively apply the net proceeds as described herein. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, whether as a result of new information, future events, or otherwise, except as may be required by law.

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