Key Takeaways
- • Galaxy Digital Inc. filed Prospectus Supplement No. 11 on January 15, 2026, covering the resale of up to 245,062,407 shares of Class A common stock by selling stockholders under an existing registration statement (Form S-1, No. 333-287605).
- • The offering involves three underwriting firms—Jefferies LLC, BNY Mellon, and UBS Securities—acting as intermediaries for the open market sale agreement, though specific compensation terms and deal value are not detailed in available source material.
- • This prospectus supplement updates and supplements the original prospectus dated May 29, 2025, and 10 prior supplements filed between June 2025 and November 2025, reflecting an ongoing registered direct offering program.
- • The resale shares represent Class A common stock with par value of $0.001 per share, issued under Galaxy Digital's established registration statement framework for continuous capital market access.
- • The filing indicates Galaxy Digital is utilizing a shelf registration mechanism to facilitate periodic equity issuances by existing shareholders, providing liquidity optionality without requiring individual prospectuses for each tranche.
Summary
Galaxy Digital Inc. filed Prospectus Supplement No. 11 on January 15, 2026, as part of its ongoing registered offering of Class A common stock. The supplement updates the base prospectus dated May 29, 2025, and incorporates information from a contemporaneous Form 8-K filing also submitted on January 15, 2026. The prospectus supplement covers the resale of up to 245,062,407 shares of Class A common stock by named selling stockholders under the company's Form S-1 registration statement (No. 333-287605).
The offering structure involves an open market sale agreement executed with three established investment banks—Jefferies LLC, BNY Mellon, and UBS Securities—serving as underwriters or sales agents for the transaction. These firms facilitate the distribution of resale shares into the market on behalf of the selling stockholders. The specific economic terms, pricing mechanisms, and compensation arrangements are referenced in the January 15, 2026 Current Report on Form 8-K, which is incorporated into this prospectus supplement but is not detailed in the available source material.
This filing represents the eleventh prospectus supplement in Galaxy Digital's continuous offering program, with prior supplements issued on June 12, July 29, August 5, August 11, August 15, August 29, October 14, October 20, October 30, and November 10, 2025. This cadence of supplements indicates Galaxy Digital has maintained an active shelf registration mechanism, allowing the company and its selling stockholders to access capital markets on an opportunistic basis without requiring separate registration statements for each offering tranche. The Class A common stock carries a par value of $0.001 per share and represents the company's primary equity security.
The use of a registered offering framework with multiple tranches and designated underwriting partners provides Galaxy Digital with sustained market access while affording selling stockholders—likely early investors or insiders—a structured mechanism for equity monetization. The prospectus supplement filing with the SEC ensures compliance with securities regulations governing secondary offerings and provides requisite disclosure to potential investors regarding the terms, risks, and characteristics of the resale securities.
The offering structure involves an open market sale agreement executed with three established investment banks—Jefferies LLC, BNY Mellon, and UBS Securities—serving as underwriters or sales agents for the transaction. These firms facilitate the distribution of resale shares into the market on behalf of the selling stockholders. The specific economic terms, pricing mechanisms, and compensation arrangements are referenced in the January 15, 2026 Current Report on Form 8-K, which is incorporated into this prospectus supplement but is not detailed in the available source material.
This filing represents the eleventh prospectus supplement in Galaxy Digital's continuous offering program, with prior supplements issued on June 12, July 29, August 5, August 11, August 15, August 29, October 14, October 20, October 30, and November 10, 2025. This cadence of supplements indicates Galaxy Digital has maintained an active shelf registration mechanism, allowing the company and its selling stockholders to access capital markets on an opportunistic basis without requiring separate registration statements for each offering tranche. The Class A common stock carries a par value of $0.001 per share and represents the company's primary equity security.
The use of a registered offering framework with multiple tranches and designated underwriting partners provides Galaxy Digital with sustained market access while affording selling stockholders—likely early investors or insiders—a structured mechanism for equity monetization. The prospectus supplement filing with the SEC ensures compliance with securities regulations governing secondary offerings and provides requisite disclosure to potential investors regarding the terms, risks, and characteristics of the resale securities.
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