Item 8.01 Other Events. On July 23, 2026, Galaxy Digital Inc. (the “Company”) issued a press release announcing that Galaxy Helios Data Centers II LLC (the “Issuer”), an indirect wholly owned subsidiary of the Company, priced its offering (the “Offering”) of $3.507 billion aggregate principal amount of 9.875% Senior Secured Notes due 2031 (the “Notes”).…
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On July 23, 2026, Galaxy Digital Inc. (the “Company”) issued a press release announcing that Galaxy Helios Data Centers II LLC (the “Issuer”), an indirect wholly owned subsidiary of the Company, priced its offering (the “Offering”) of $3.507 billion aggregate principal amount of 9.875% Senior Secured Notes due 2031 (the “Notes”). The Offering is expected to close on July 28, 2026, subject to market and customary closing conditions.
The Notes will only be offered and sold 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.
A copy of the press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K does not constitute an offer to sell, or the 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 completion, size and timing of the Offering, the terms of the Notes 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 of the Offering. 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.