424B3 1 a424b3-ddeasonappointment.htm 424B3 424b3 - D. Deason Appointment
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-287605
Prospectus Supplement No. 2
(to prospectus dated May 29, 2025)
245,062,407 Shares
prelimprospectus1a.jpg
Galaxy Digital Inc.
Class A common stock
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 29, 2025, as supplemented by Prospectus Supplement No. 1, dated June 12, 2025 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No. 333-287605) with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of up to 245,062,407 shares (the “Resale Shares”) of Class A common stock, par value $0.001 per share (“Class A common stock”), of Galaxy Digital Inc. (“GDI”), consisting of (i) 213,112,343 shares of Class A common stock issuable upon redemption or exchange of an equivalent number of limited partnership units (the “LP Units”) of Galaxy Digital Holdings LP (“GDH LP”), (ii) up to 2,750,000 shares of Class A common stock held by certain selling stockholders as of the date hereof, (iii) up to 16,562,570 shares of Class A common stock issuable upon exchange of the 3.00% Exchangeable Senior Notes due 2026 issued by GDH LP (the “2026 Exchangeable Notes”) and (iv) up to 12,637,494 shares of Class A common stock issuable upon the exchange of the 2.500% Exchangeable Senior Notes due 2029 issued by GDH LP (the “2029 Exchangeable Notes” and, together with the 2026 Exchangeable Notes, the “Exchangeable Notes”).
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.
Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”) under the symbol “GLXY.” On July 28, 2025 the last reported sale price of our Class A common stock on Nasdaq was $29.60 per share.
Sales of a substantial number of shares of our Class A common stock in the public market, including any sales by the Selling Stockholders, could occur at any time. These sales, or the perception that such sales may occur, could have a significant negative impact on the trading price of our Class A common stock.
We are a holding company and, as a result of the Reorganization Transactions (a series of transactions described further elsewhere in our Prospectus), our principal assets are our direct ownership of (i) certain LP Units, which entitle us to a corresponding percentage ownership of the economic interest in GDH LP (and as a result, Galaxy’s business), and (ii) all of the general partnership interests of GDH LP, which entitles us to operate and control all of the business and affairs of GDH LP as its sole general partner, and, through GDH LP and its subsidiaries, to conduct all of Galaxy’s business. As of June 30, 2025, we owned 45.52% of the total economic interest in GDH LP. The remaining economic interest in GDH LP is owned by entities controlled by Michael Novogratz, our Chief Executive Officer and Founder (our “Founder”), and certain other limited partners of GDH LP, in each case, through their respective ownership of LP Units.
Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 12 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

Prospectus supplement dated July 29, 2025

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2025
Galaxy Digital Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-42655
87-0836313
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
300 Vesey Street
New York, NY
10282
(Address of principal executive offices)(Zip Code)
(212) 390-9216
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 Par ValueGLXY
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2025, the Board of Directors (the “Board”) of Galaxy Digital Inc. (the “Company”) appointed Doug Deason, 63, to serve as a director of the Company, effective as of July 28, 2025. Mr. Deason’s initial term will expire at the Company’s 2026 annual meeting of stockholders and until Mr. Deason’s successor shall have been duly elected and qualified, or until his earlier death, resignation, disqualification, or removal. Upon his appointment, Mr. Deason will also serve as a member of the Nominating and Corporate Governance Committee of the Board. In connection with Mr. Deason’s appointment, the Board increased its size from six to seven directors.
Doug Deason has been the president of Deason Capital Services, LLC, a private investment firm, since 2011. Prior to that, Mr. Deason served as chief executive officer of Precept Builders, Inc., a nationwide commercial builder, from 1993 to 2009. He currently serves on the boards of directors of a number of private companies including Great American Media (Chairman); Ryan, LLC and Park Cities Financial Group (parent of Dallas Capital Bank). In addition, Mr. Deason serves on the Executive Board of The Bobby Lyle School of Engineering at Southern Methodist University (“SMU”), the boards of the Texas Public Policy Foundation and the Lone Star Justice Alliance, the Advisory Board of MD Anderson Cancer Center, and as Chairman of the Advisory Boards of The Institute for Cyber Security and the Deason Center for Criminal Justice Reform at the Dedman School of Law, both at SMU. Mr. Deason holds a bachelor’s of science in data processing quantitative analysis (computer science) from the University of Arkansas.
Mr. Deason will participate in the Company’s non-employee director compensation program as described under “Compensation of our Directors” in the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2025 (File No. 333-262378) and incorporated by reference herein. Mr. Deason will also enter into the Company’s standard form of Indemnification Agreement, which is attached as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 filed with the SEC on January 28, 2022 (File No. 333-262378) and is incorporated by reference herein.
There is no arrangement or understanding between Mr. Deason and any other persons pursuant to which Mr. Deason was selected as a director and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Deason and any other director or executive officer of the Company.




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: July 29, 2025
By:/s/ Michael Novogratz
Michael Novogratz
Chief Executive Officer