Galaxy Digital Inc., a global leader in digital assets and data center infrastructure, announced an underwritten offering of 29,000,000 shares of its Class A common stock, consisting of 24,150,000 shares offered by Galaxy and 4,850,000 shares offered by certain stockholders of Galaxy. The underwriters for the offering also have a 30-day option to purchase up to 4,350,000 additional shares of its Class A common stock from secondary shares. This is Galaxy’s first underwritten public offering of its Class A common stock as a listed company on the Nasdaq Global Select Market.

Galaxy intends to use the net proceeds from the sale of the shares of Class A common stock offered in the offering by Galaxy to purchase newly issued limited partnership units (“LP Units”) from its operating subsidiary, Galaxy Digital Holdings LP (“GDH LP”). GDH LP will use the proceeds from the sale of LP Units to finance the continued expansion of its artificial intelligence and high-performance computing infrastructure at its Helios data center campus in the panhandle region of West Texas, and for general corporate purposes. Galaxy will not receive any proceeds from the sale of the shares of the selling stockholders.

Goldman Sachs & Co. LLC, Jefferies and Morgan Stanley are acting as active joint book-running managers for the offering; Canaccord Genuity, Cantor, Keefe, Bruyette & Woods, A Stifel Company, Piper Sandler and BTIG are acting as additional joint book-running managers for the offering; and ATB Capital Markets, The Benchmark Company, Compass Point, H.C. Wainwright & Co. and Rosenblatt are acting as co-managers for the offering. Galaxy Digital Partners acted as strategic advisor for the offering.

Galaxy has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates, but such registration has not yet become effective. The shares of Class A common stock proposed to be offered pursuant to such registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Before you invest, you should read the prospectus in that registration statement and other documents Galaxy has filed with the SEC for more complete information about Galaxy and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Alternatively, Galaxy, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus if you request it from: Goldman Sachs & Co. LLC, attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone: 1-866-471-2526 or by email at Prospectus-ny@ny.email.gs.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

The proposed offering is being made only by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of Class A common stock, nor shall there be any sale of shares of Class A common stock, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The shares of Class A common stock subject to the offering have not been qualified for distribution by a prospectus in Canada and consequently may not be offered, sold or delivered in Canada or for the account of any Canadian resident except in transactions exempt from, or not subject to, the prospectus requirements of applicable Canadian securities laws. Shares of Class A common stock issued by the Company in Canada as part of the offering will be subject to resale restrictions for a period of four months and one day from the date of their issuance in accordance with applicable Canadian securities law. The TSX has neither approved nor disapproved the contents of this press release. No securities commission or similar regulatory authority in Canada has reviewed or passed on the merits of the offering.

Source: Galaxy Digital