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Galaxy Digital — Major Shareholding Notification 2026
Feb 6, 2026
45785_rns_2026-02-06_3f982053-8860-498a-81a7-da4079d68c94.pdf
Major Shareholding Notification
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Galaxy Digital Inc.
(Name of Issuer)
Class A Common Stock, par value \$0.001 per share
(Title of Class of Securities)
36317J209
(CUSIP Number)
12/31/2025
(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)
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| CUSIP No. 36317 |
|---|
| ------------------------ |
| Names o | f Reporting Persons | ||||
|---|---|---|---|---|---|
| 1 | Michael E | i. Novogratz | |||
| Check th | e appropriate box if a member of a Group (see instructions) | ||||
| 2 | (a) (b) | ||||
| 3 | Sec Use Only | ||||
| 4 | Citizensh | Citizenship or Place of Organization | |||
| 4 | UNITED STATES | ||||
| Sole Voting Power | |||||
| Numbe r of |
5 | 192,161,415.00 | |||
| Shares Benefic |
6 | Shared Voting Power | |||
| ially Owned |
0.00 | ||||
| by Each |
7 | Sole Dispositive Power | |||
| Reporti ng |
192,161,415.00 | ||||
| Person With: |
8 | Shared Dispositive Power | |||
| 0.00 | |||||
| _ | Aggregat | te Amount Beneficially Owned by Each Reporting Person | |||
| 9 | 192,161,415.00 | ||||
| 45 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | ||||
| 10 | |||||
| 11 | Percent of class represented by amount in row (9) | ||||
| 11 | 49.937 % | ||||
| 12 | Type of Reporting Person (See Instructions) | ||||
| 12 | 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 and (b) 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 limited partnership units ("LP Units") of Galaxy Digital Holdings LP ("GDH LP") and 192,115,103 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
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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 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) 192,695,681 shares of Class A Common Stock outstanding as of December 31, 2025, as reported by the Issuer to the Reporting Person and (ii) 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 LP Units and the corresponding cancellation of 192,115,103 shares of Class B Common Stock, beneficially owned by the Reporting Person as described above.
SCHEDULE 13G
| 1 | Names o | f Reporting Persons | |||
|---|---|---|---|---|---|
| Galaxy Group Investments LLC | |||||
| Check the appropriate box if a member of a Group (see instructions) | |||||
| 2 | (a) (b) | ||||
| 3 | Sec Use Only | ||||
| Citizensh | Citizenship or Place of Organization | ||||
| 4 | 4 DELAWARE | ||||
| 5 | Sole Voting Power | ||||
| Numbe r of |
192,115,103.00 | ||||
| Shares Benefic |
6 | Shared Voting Power | |||
| ially Owned |
0.00 | ||||
| by Each |
7 | Sole Dispositive Power | |||
| Reporti ng Person With: |
192,115,103.00 | ||||
| 8 | Shared Dispositive Power | ||||
| 0.00 | |||||
| Aggrega | te Amount Beneficially Owned by Each Reporting Person | ||||
| 9 | 192,115,103.00 | ||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) | ||||
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| 11 | Percent of class represented by amount in row (9) |
|---|---|
| 49.925 % | |
| 12 | Type of Reporting Person (See Instructions) |
| 00 |
Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 LP Units of GDH LP and 192,115,103 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) 192,695,681 shares of Class A Common Stock outstanding as of December 31, 2025, as reported by the Issuer to the Reporting Person and (ii) 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 LP Units and the corresponding cancellation of 192,115,103 shares of Class B Common Stock, beneficially owned by GGI as described above.
SCHEDULE 13G
| CUSIP No. 36317J209 | |
|---|---|
| ---------------------------- | -- |
| Names of | f Reporting Persons | |
|---|---|---|
| Novofam Macro LLC | ||
| Check the | e appropriate box if a member of a Group (see instructions) | |
| (a) (b) | ||
| Sec Use Only | ||
| Citizenship or Place of Organization | ||
| DELAWARE | ||
| 5 | Sole Voting Power | |
| 0.00 | ||
| 6 | Shared Voting Power | |
| 0.00 | ||
| 7 | Sole Dispositive Power | |
| 0.00 | ||
| Novofam Check the (a) (b) Sec Use (Citizensh) DELAWA 5 6 |
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| Shared Dispositive Power 8 0.00 |
|
|---|---|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0.00 |
| 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 % |
| 12 | Type of Reporting Person (See Instructions) OO |
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
(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:
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| (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: |
| 192,161,415 | |
| (b) | Percent of class: |
| 49.937% | |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: |
|
| 192,161,415 | |
| (ii) Shared power to vote or to direct the vote: |
|
| (iii) Sole power to dispose or to direct the disposition of: |
|
| 192,161,415 | |
| (iv) Shared power to dispose or to direct the disposition of: |
Item 5.
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Not Applicable
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: 02/06/2026
Galaxy Group Investments LLC
Signature: /s/ Michael E. Novogratz
Name/Title: Michael E. Novogratz, Authorized
Signatory
Date: 02/06/2026
Novofam Macro LLC
Signature: /s/ Michael E. Novogratz
Name/Title: Michael E. Novogratz, Authorized
Signatory
Date: 02/06/2026