Galaxy Digital — Major Shareholding Notification 2025

Aug 6, 2025

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Galaxy Digital Inc.
(Name of Issuer)

Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)

36317J209
(CUSIP Number)

06/30/2025
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☑ Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 36317J209

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| 1 | Names of Reporting Persons
Michael E. Novogratz | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (see instructions)
☐ (a)
☐ (b) | |
| 3 | Sec Use Only | |
| 4 | Citizenship or Place of Organization
UNITED STATES | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
195,161,415.00 |
| | 6 | Shared Voting Power
0.00 |
| | 7 | Sole Dispositive Power
195,161,415.00 |
| | 8 | Shared Dispositive Power
0.00 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
195,161,415.00 | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |
| 11 | Percent of class represented by amount in row (9)
53.480 % | |
| 12 | Type of Reporting Person (See Instructions)
IN | |

Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of (a) 46,312 shares of Class A common stock, $0.001 per share (the "Class A Common Stock"), held directly by Michael E. Novogratz, (b) 522,945 shares of Class A Common Stock held of record by Novofam Macro LLC ("Novofam"), a Delaware limited liability company controlled by Michael E. Novogratz and (c) 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 limited partnership units ("LP Units") of Galaxy Digital Holdings LP ("GDH LP") and 194,592,158 shares of Class B common stock, par value $0.0000000001 per share ("Class B Common Stock"), of Galaxy Digital Inc. (the "Issuer"), each held of record by Galaxy Group Investments LLC ("GGI"), a Delaware limited liability company controlled by Michael E. Novogratz. Subject to the terms of the Seventh Amended and Restated Limited Partnership Agreement of GDH LP (the "Amended LP Agreement"), the LP Units are redeemable or exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock will be cancelled on a

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one-for-one basis if a holder redeems or exchanges LP Units pursuant to the terms of the Amended LP Agreement.

The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and shares of Class A Common Stock issuable upon the conversion of LP Units, as described above, each beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 170,332,037 shares of Class A Common Stock outstanding as of June 30, 2025, as reported by the Issuer to the Reporting Person and (ii) 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 LP Units and the corresponding cancellation of 194,592,158 shares of Class B Common Stock, beneficially owned by the Reporting Person as described above.

SCHEDULE 13G

CUSIP No. 36317J209
1	Names of Reporting Persons
Galaxy Group Investments LLC
2	Check the appropriate box if a member of a Group (see instructions)
☐ (a)
☐ (b)
3	Sec Use Only
4	Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
194,592,158.00
	6	Shared Voting Power
0.00
	7	Sole Dispositive Power
194,592,158.00
	8	Shared Dispositive Power
0.00
9	Aggregate Amount Beneficially Owned by Each Reporting Person
194,592,158.00
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐

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Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 LP Units of GDH LP and 194,592,158 shares of Class B Common Stock of the Issuer, each held of record by GGI, a Delaware limited liability company controlled by Michael E. Novogratz. Subject to the terms of the Amended LP Agreement, the LP Units are redeemable or exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock will be cancelled on a one-for-one basis if a holder redeems or exchanges LP Units pursuant to the terms of the Amended LP Agreement.

The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock issuable upon the conversion of LP Units, as described above, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 170,332,037 shares of Class A Common Stock outstanding as of June 30, 2025, as reported by the Issuer to the Reporting Person and (ii) 194,592,158 shares of Class A Common Stock issuable upon the conversion of 194,592,158 LP Units and the corresponding cancellation of 194,592,158 shares of Class B Common Stock, beneficially owned by Galaxy Group Investments LLC as described above.

SCHEDULE 13G

CUSIP No.	36317J209
1	Names of Reporting Persons
Novofam Macro LLC
---	---
2	Check the appropriate box if a member of a Group (see instructions)
☐ (a)
☑ (b)
3	Sec Use Only
4	Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	5
522,945.00
	6
0.00
	7
522,945.00

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| | 8 | Shared Dispositive Power
0.00 |
| --- | --- | --- |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
522,945.00 | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | |
| 11 | Percent of class represented by amount in row (9)
0.3070 % | |
| 12 | Type of Reporting Person (See Instructions)
OO | |

Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of 522,945 shares of Class A Common Stock held of record by Novofam, a Delaware limited liability company controlled by Michael E. Novogratz.

The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 170,332,037 shares of Class A Common Stock outstanding as of June 30, 2025, as reported by the Issuer to the Reporting Person.

SCHEDULE 13G

Item 1.

(a) Name of issuer:
Galaxy Digital Inc.

(b) Address of issuer's principal executive offices:
300 Vesey Street, 13th Floor, New York, NY 10282

Item 2.

(a) Name of person filing:
Michael E. Novogratz

(b) Address or principal business office or, if none, residence:
C/O GALAXY GROUP INVESTMENTS LLC
107 GRAND ST
NEW YORK, NY 10013

(c) Citizenship:
US

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(d) Title of class of securities:
Class A Common Stock, par value $0.001 per share

(e) CUSIP No.:
36317J209

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k) ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4. Ownership

(a) Amount beneficially owned:
195,161,415

(b) Percent of class:
53.480%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:
195,161,415

(ii) Shared power to vote or to direct the vote:
0

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(iii) Sole power to dispose or to direct the disposition of:
195,161,415

(iv) Shared power to dispose or to direct the disposition of:
0

Item 5. Ownership of 5 Percent or Less of a Class.

Item 6. Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable

Item 8. Identification and Classification of Members of the Group.
Not Applicable

Item 9. Notice of Dissolution of Group.
Not Applicable

Item 10. Certifications:
Not Applicable

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael E. Novogratz
Signature: /s/ Michael E. Novogratz
Name/Title: Michael E. Novogratz
Date: 08/05/2025

Galaxy Group Investments LLC
Signature: /s/ Michael E. Novogratz
Name/Title: Michael E. Novogratz, Authorized Signatory

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Date: 08/05/2025

Novofam Macro LLC

Signature: /s/ Michael E. Novogratz

Name/Title: Michael E. Novogratz, Authorized Signatory

Date: 08/05/2025