Galaxy Digital Inc. Files Form 8-K for $460 Million Private Strategic Investment

Galaxy Digital Inc., a leading digital assets investment firm, has announced a significant investment from institutional investors, securing a $460 million strategic investment. The company has filed a Form 8-K with the Securities and Exchange Commission (SEC), outlining the terms of the investment. According to the filing, Galaxy Digital will issue 9,027,778 shares of Class A common stock, while the selling stockholders will sell an additional 3,750,000 shares, both at $36 per share.

The investment is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), and in reliance on similar exemptions for the sale by the selling stockholders and applicable state laws. The company is relying on these exemptions from registration based on representations made by the investors.

Key Takeaways:

  • Galaxy Digital Inc. has filed a Form 8-K with the SEC, announcing a $460 million private strategic investment.
  • The company will issue 9,027,778 shares of Class A common stock at $36 per share.
  • Selling stockholders will sell an additional 3,750,000 shares at the same price.
  • The investment is exempt from registration under the Securities Act of 1933, as amended.
  • The company is relying on exemptions from registration based on representations made by the investors.
  • The securities being sold in the investment have not been registered under the Securities Act or any state securities laws.
  • The company has issued a press release announcing the investment, which is attached as Exhibit 99.1 to the Form 8-K.
  • Forward-looking statements in the Form 8-K suggest that the company may not consummate the investment and cannot guarantee the effective application of the net proceeds.

Statistics:

  • Total investment amount: $460 million.
  • Number of shares issued to Galaxy Digital: 9,027,778.
  • Number of shares sold by selling stockholders: 3,750,000.
  • Issuance price per share: $36.
  • Total shares issued and sold: 12,777,778.
  • Securities exemption under Section 4(a)(2) of the Securities Act of 1933.
  • Net proceeds to be used for the intended use, as described in the Form 8-K.

Sources:

  • Galaxy Digital Inc. Form 8-K filing with the SEC ( Filed Form 8-K on October 14, 2025).
  • SEC Official Site (Current Report on Form 8-K).
  • Galaxy Digital Inc. Press Release (Issued October 10, 2025).