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Galaxy Digital Director's Dealing 2026

Feb 6, 2026

45785_rns_2026-02-05_9ab24c19-5589-470f-90c8-9f6c456c7aa4.pdf

Director's Dealing

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden

hours per response: 0.5

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

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

defense conditions of Rule 10b5-
1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Novogratz Michael
2. Issuer Name and Ticker or Trading Symbol
Galaxy Digital Inc. [ GLXY ]
(Check all applicable)
X
Director
X
below)
Officer (give title 5. Relationship of Reporting Person(s) to Issuer
X
10% Owner
Other (specify
below)
(Last)
(First)
(Middle)
C/O GALAXY DIGITAL INC.
300 VESEY ST.
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026
Chief Executive
Officer
(Street)
NEW YORK
NY 10282 4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable
Line)
X
Form filed by One Reporting Person
(City) (State) (Zip) Person Form filed by More than One Reporting
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction
Date
(Month/Day/Year)
2A. Deemed
if any
Execution Date,
(Month/Day/Year)
3.
Transaction
Code (Instr.
5)
8)
4. Securities Acquired (A) or
Disposed Of (D) (Instr. 3, 4 and
Securities
Owned
Following
5. Amount of
Beneficially
(D) or 6. Ownership
Form: Direct
Indirect (I)
(Instr. 4)
7. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V Amount (A) or
(D)
Price Reported Transaction(s)
(Instr. 3 and 4)
Class A Common Stock 02/03/2026 A 174,262(1) A (2) 523,183(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of
Derivative
Security
(Instr. 3)
2.
Conversion
or Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/Day/Year)
if any 3A. Deemed
Execution Date,
(Month/Day/Year)
4.
5.
6. Date Exercisable and
Transaction
Number
Expiration Date
Code (Instr.
of
(Month/Day/Year)
8)
Derivative
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3, 4
and 5)
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 or
of
Shares
Amount
Number

Explanation of Responses:

    1. Represents 174,262 shares of Class A common stock issuable upon the vesting of restricted stock units ("RSUs").
    1. Each RSU represents the right to receive one share of the Company's Class A common stock.
  • Includes 476,871 shares of Class A Common Stock to be delivered in settlement of RSUs. An RSU award was granted on March 27, 2024 where 99,000 are scheduled to vest on March 1, 2026 and 102,000 are scheduled to vest on March 1, 2027. 101,609 RSUs were granted on March 31, 2025 where 33,870 are scheduled to vest on March 1, 2026 and the remainder are scheduled to vest in eight equal quarterly installments thereafter. 174,262 101,609 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.

Remarks:

Exhibit - Exhibit 24 - Power of Attorney

/s/ Frances Fuqua, Attorney-

in-Fact for Michael Novogratz

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.

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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.

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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Matthew Friedrich, Frances Fuqua, Leinee Hornbeck and Anthony Paquette, as the undersigned's true and lawful attorneys-in-fact to:

  • (1) obtain and maintain credentials, including any Form ID or amended Form ID, to enable the undersigned, directly or indirectly including through a delegated entity, account administrator or other designated filing agent, to submit and file information and documents via the SEC's Electronic Data Gathering and Retrieval ("EDGAR") system or successor EDGAR Next, including identification codes, verification codes, passwords and password management codes, and any related annual certifications or confirmations, and to act as the undersigned's agent for such purposes;
  • (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder of Galaxy Digital Inc. (the "Company"), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;
  • (3) do and perform any and all acts, directly or indirectly including through a delegated entity, account administrator or other designated filing agent, for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission (the "SEC") and any applicable stock exchange or similar authority;
  • (4) prepare, execute and file, or cause to be prepared, executed and filed, on behalf of the undersigned one or more Forms 144, or any amendments thereto, relating to any sales orders (including in connection with the exercise of options to purchase the Company's common stock ("common stock"), orally or electronically, to sell shares of common stock to the public from time to time in accordance with Rule 144 under the Securities Act of 1933, as amended; and
  • (5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution, delegation or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes or delegee or delegees of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the

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Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes all other powers of attorney previously executed by the undersigned in respect of the subject matter described herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 01/20/2026.

Name:
Michael
Novogratz
Signature: /s/
Michael
Novogratz