President and CIO Ferraro Christopher C was granted 174,262 shares, increasing direct ownership by 25% to 862,183 units (SEC Form 4)
$GLXY
Investment Bankers/Brokers/Service
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Galaxy Digital Inc. [ GLXY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/03/2026 | A | 174,262(1) | A | (2) | 862,183(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $9.63(4) | (5) | 03/27/2029 | Class A Common Stock | 81,319 | 81,319 | D | ||||||||
| Stock Options | $4.83(4) | (6) | 03/29/2028 | Class A Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
| Stock Options | $11.77(4) | (7) | 03/31/2030 | Class A Common Stock | 409,271 | 409,271 | D | ||||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 3,411,001 | 3,411,001 | D | ||||||||
| Explanation of Responses: |
| 1. Represents 174,262 shares of Class A common stock issuable upon the vesting of restricted stock units ("RSUs"). |
| 2. Each RSU represents the right to receive one share of the Company's Class A common stock. |
| 3. Includes 444,297 shares of Class A common stock to be delivered in settlement of RSUs. An RSU award was granted on March 29, 2023 where 57,987 are scheduled to vest on March 1, 2026. An RSU award was granted on March 27, 2024 where 59,400 are scheduled to vest on March 1, 2026 and 61,200 are scheduled to vest on March 1, 2027. 91,448 RSUs were granted on March 31, 2025 where 30,483 are scheduled to vest on March 1, 2026 and the remainder are scheduled to vest in eight equal quarterly installments thereafter. 174,262 RSUs were granted on February 3, 2026, where 57,506 are scheduled to vest on March 1, 2027 and the remainder are scheduled to vest in eight equal quarterly installments thereafter. The RSU awards, in each case, are subject to continued service through the applicable vesting date. |
| 4. The exercise price is reported here in US dollars, and was previously reported on the Form 3 in Canadian dollars. |
| 5. This option vests over three years from March 1, 2024, with 1/3 vesting on the each of the first three anniversaries of such date, subject to continued service through the relevant vesting date. |
| 6. This option vests over three years from March 1, 2023, with 1/3 vesting on the each of the first three anniversaries of such date, subject to continued service through the relevant vesting date. |
| 7. This option vests over three years from March 1, 2025, with 1/3 vesting on the each of the first three anniversaries of such date, subject to continued service through the relevant vesting date. |
| 8. Each share of Class B common stock will entitle its holder to one vote per share on all matters submitted to a vote of the issuer's stockholders. Initially, the issuer expects that the number of issued and outstanding shares of Class B common stock will be equal to the number of issued and outstanding LP Units of GDH LP not held by the issuer or one of its subsidiaries, and that such LP Units will be redeemable or exchangeable, on a one-for-one basis, for shares of Class A Common Stock. |
| Remarks: |
| Exhibits - Exhibit 24 - Power of Attorney |
| /s/ Frances Fuqua, Attorney-in-Fact for Christopher Ferraro | 02/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||