Galaxy Digital (GLXY) shelf registers 265,061,636 resale shares — major holders listed

Galaxy Digital Inc. (GLXY) filed a registration statement on Form S-3 covering the resale of up to 265,061,636 shares of Class A common stock, establishing a shelf registration that permits multiple classes of existing security holders to liquidate positions at their discretion. The filing, submitted pursuant to Rule 424(b)(3) under Registration Number 333-295720, carries no capital-raising obligation for Galaxy Digital and generates no proceeds to the company, as it exclusively covers secondary market resales by registered holders.

The registered resale inventory is segmented across six distinct security categories. The largest component comprises 213,112,343 shares issuable upon redemption or exchange of an equivalent number of limited partnership units held in Galaxy Digital Holdings LP (GDH LP). Three series of exchangeable senior notes represent the second-largest category: the 3.00% Exchangeable Senior Notes due 2026 (convertible into 16,562,570 shares), the 2.500% Exchangeable Senior Notes due 2029 (12,637,494 shares), and the 0.50% Exchangeable Senior Notes due 2031 (7,221,451 shares). An additional 12,777,778 shares were sold during an October private placement and are included in the registration. Registered holders directly own 2,750,000 shares as of the filing date.

Institutional investors and major holders dominate the registered holder base, with Fidelity Management & Research Company (FMR LLC) representing 10.92% of outstanding shares as of March 31, 2026, followed by Capital Research Global Investors at 9.51%. The Vanguard Group entities, BlackRock Inc., T. Rowe Price Group, Jane Street Group, Susquehanna International Group, and Invesco Ltd. comprise the remainder of significant institutional ownership. The registration statement explicitly notes that filing does not obligate any registered holder to execute sales; holders retain full discretion to offer shares publicly or through private transactions at prevailing or negotiated market prices.

This dual filing—occurring alongside Galaxy Digital's previously announced $500 million at-the-market equity offering—reflects the company's capital structure complexity and insider/noteholder liquidity expectations following its May 2025 Nasdaq listing. The shelf registration provides optionality to registered holders while preserving Galaxy Digital's balance sheet flexibility.