Galaxy Digital Inc. 8-K

What Happened
Galaxy Digital Inc. announced on May 8, 2026 that it entered into an Open Market Sale Agreement with Jefferies LLC, BNY Mellon Capital Markets, LLC and UBS Securities LLC to sell, at its option, up to $500,000,000 of its Class A common stock through an at-the-market (ATM) offering. The offering is being made under the company’s Form S-3ASR registration statement (effective May 8, 2026) and sales may occur on the Nasdaq or other trading markets as ordinary brokers’ transactions, negotiated transactions, or AT THE MARKET offerings.

Key Details

• Agreement date: May 8, 2026; Agents: Jefferies LLC, BNY Mellon Capital Markets, LLC, UBS Securities LLC.
• Size: Up to $500,000,000 of Class A common stock may be sold under the ATM Prospectus Supplement.
• Fees: Each agent may receive up to a 3.0% commission on gross proceeds for sales they execute; the company will also reimburse certain agent expenses.
• Use of proceeds: To support expansion of Galaxy’s Data Centers business and for general corporate purposes.
• Other: Company may also sell shares to an agent as principal under separate terms; Latham & Watkins provided a legal opinion on the shares (filed as Exhibit 5.1).

Why It Matters
This ATM program gives Galaxy Digital flexible, opportunistic access to the equity markets to raise capital as needed without a priced offering. For investors, that means potential dilution if the company sells shares, but also increased funding available to expand its Data Centers business and support operations. The 3% agent commission and ability to transact on-market are standard for ATM programs; the company states it is well-capitalized and is establishing this program for future optionality rather than an immediate large draw.