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): ~~May~~July 2810, 2026

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-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 class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 Par Value	GLXY	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 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~July 2810, 2026, ~~Galaxy~~the ~~Digital~~Board ~~Inc.~~of Directors (the “~~Company~~Board”) ~~held~~of ~~its~~Galaxy ~~2026~~Digital ~~annual~~Inc. ~~meeting of stockholders~~ (the “~~Annual Meeting~~Company”). ~~The~~appointed ~~Company’s~~Steven ~~stockholders~~Bandrowczak, ~~voted on four proposals at the Annual Meeting~~65, ~~each~~to ofserve ~~which is described below~~ as ~~well~~a asdirector ~~more~~of ~~fully in~~ the Company’s, ~~definitive~~effective ~~proxy~~as ~~statement~~of ~~filed~~July ~~with the Securities and Exchange Commission on April 8~~13, 2026. ~~(the “Proxy Statement”)~~Mr. AtBandrowczak’s ~~the~~initial ~~the~~term ~~Annual~~will ~~Meeting,~~expire ~~there~~at ~~were 115,933,130 shares of~~ the Company’s ~~Class~~2027 Aannual ~~common~~meeting ~~stock,~~of ~~par~~stockholders ~~value~~and $0until Mr.~~001~~ ~~per~~Bandrowczak’s ~~share~~successor ~~(the~~shall ~~“Class~~have Abeen ~~Common~~duly ~~Stock”)~~elected and ~~193~~qualified,~~238,854~~ ~~shares~~or ofuntil ~~the~~his ~~Company’s~~earlier ~~Class~~death, Bresignation, ~~common stock~~disqualification, ~~par~~or ~~value $0~~removal.~~0000000001~~ ~~per~~Upon ~~share~~his ~~(the “Class B Common Stock”) present in person or by proxy~~appointment, ~~together representing approximately 79~~Mr.~~22%~~ ofBandrowczak ~~the~~will ~~combined~~also ~~voting~~serve ~~power~~as ~~of all issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting, which constituted~~ a ~~quorum~~member ~~for the transaction~~ of ~~business. In deciding~~ the ~~proposals~~audit atcommittee ~~the Annual Meeting, each holder~~ of the ~~Company’s Class A Common Stock and Class B Common Stock was entitled to one vote for each share held as of the close of business on April 2, 2026~~Board. ~~The Class A Common Stock and Class B Common Stock voted as a single class on all matters.~~

AtMr. ~~the~~Bandrowczak ~~Annual~~has ~~Meeting~~served as a Senior Advisor at Sol Consulting, a technology consulting firm, since May 2026. Previously, he served as Chief Executive Officer of Xerox Holdings Corporation (“Xerox”) from August 2022 until March 2026. He joined Xerox in June 2018 as President and Chief Operations Officer. Prior to Xerox, Mr. Bandrowczak served as Chief Operating Officer and Chief Information Officer at Alight Solutions from November 2016 to June 2018, where he was responsible for the ~~Company’s~~application ~~stockholders~~portfolio ~~voted~~and ontechnical infrastructure of the ~~following~~organization. ~~proposals:~~Throughout his career, Mr. Bandrowczak also held senior leadership positions at various multi-billion-dollar global companies, including Avaya, Nortel, Lenovo, DHL and Avnet. Mr. Bandrowczak holds a B.S. in Computer Science from Long Island University and an M.S. in Technology Management from Columbia University.

1Mr. To ~~elect~~Bandrowczak ~~Michael~~will ~~Daffey,~~participate ~~Bill~~in ~~Koutsouras,~~the ~~Rhonda~~Company’s ~~Adams~~non-~~Medina,~~employee ~~Douglas~~director ~~Deason,~~compensation ~~Jane~~program ~~Dietze~~as described under “Non-Employee Director Compensation Arrangements” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and ~~Michael~~Exchange ~~Novogratz~~Commission to(the ~~serve~~“SEC”) on April 8, 2026 and incorporated by reference herein. Mr. Bandrowczak will also enter into the Company’s ~~board~~standard form of ~~directors~~Indemnification ~~until~~Agreement, which is attached as Exhibit 10.2 to the Company’s ~~2027~~Registration ~~annual~~Statement ~~meeting~~on ofForm ~~stockholders~~S-4 orfiled ~~until~~with ~~such~~the ~~director’s~~SEC ~~successor~~on isJanuary ~~duly~~28, ~~elected~~2022 (File No. 333-262378) and ~~qualified~~is incorporated by reference herein.

2There is no arrangement or understanding between Mr. To ~~ratify~~Bandrowczak ~~the~~and ~~appointment~~any ofother ~~KPMG~~persons ~~LLP~~pursuant to which Mr. Bandrowczak was selected as ~~the~~a ~~Company’s~~director ~~independent~~and ~~registered~~he ~~public~~has ~~accounting~~no ~~firm~~direct ~~for~~or ~~the~~indirect ~~year~~material ~~ending~~interest ~~December~~in ~~31,~~any ~~2026~~transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Bandrowczak and any other director or executive officer of the Company.

3. To approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement.

4. To select, on a non-binding advisory basis, whether future advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two or three years.

The final voting results for each of these proposals are as follows:

Proposal 1: Election of Directors.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Michael Daffey	271,535,760	876,857	36,759,367
Bill Koutsouras	271,860,394	552,223	36,759,367
Rhonda Adams-Medina	271,390,941	1,021,676	36,759,367
Douglas Deason	272,025,756	386,861	36,759,367
Jane Dietze	272,040,696	371,921	36,759,367
Michael Novogratz	272,145,341	267,276	36,759,367

Each of the six nominees for director was elected to serve until the Company’s 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Votes For			Votes Against			Abstentions			Broker Non-Votes
308,555,576			315,171			301,237			0

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Proposal 3: Advisory Vote on the Compensation of the Named Executive Officers.

Votes For			Votes Against			Abstentions			Broker Non-Votes
256,939,983			15,237,120			235,514			36,759,367

The stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers.

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers.

1 Year			2 Years			3 Years			Abstentions			Broker Non-Votes
270,699,961			84,101			1,414,097			214,458			36,759,367

The stockholders advised that they were in favor of one year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results for this proposal, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year. This voting frequency will remain in effect until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Company’s board of directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company and its stockholders.

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: May 28, 2026	By:	/s/ Anthony Paquette
Date: July 13, 2026	By:	/s/Anthony Paquette
		Anthony Paquette
		Chief Financial Officer

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