Galaxy Digital Inc. Announces Entry into Material Definitive Agreement and Creation of New Debt Obligation

New York, July 28, 2026 – Galaxy Digital Inc. (Nasdaq: GLXY) has announced the execution of a material definitive agreement and the creation of a significant new financial obligation, with the filing of a Form 8-K with the U.S. Securities and Exchange Commission. Below are the key highlights and potential impacts for shareholders:

Key Developments

• Issuance of Senior Secured Notes:
  • Galaxy Helios Data Centers II LLC (a subsidiary of Galaxy Digital) has entered into an Indenture and issued 9.875% Senior Secured Notes due 2031.
  • The Notes are governed by a formal Indenture dated July 28, 2026, among Galaxy Helios Data Centers II LLC, Galaxy Helios II Qualified Opportunity Zone Business, LLC, Galaxy Helios II LLC, and The Bank of New York Mellon as trustee and collateral agent.
  • The Indenture and the related form of note are filed as Exhibits 4.1 and 4.2, and are now part of the public record.
• Key Terms of the Indenture:
  • Holders of the Notes have the right to receive a Center Lease Termination Fee at 100% of the outstanding principal, plus any accrued and unpaid interest, should certain conditions be met upon settlement date.
  • The Indenture contains a comprehensive list of covenants restricting the ability of the Issuer and Guarantor to:
    • Incur or guarantee additional indebtedness
    • Pay dividends or distributions, or repurchase capital stock
    • Make certain investments
    • Create or incur liens
    • Sell assets or merge without a Rating Agency Confirmation
    • Hold assets or conduct operations unrelated to the operation of the project
    • Engage in affiliate transactions
    • Become a general partner or acquire new subsidiaries (without Rating Agency Confirmation)
  • There are important qualifications and exceptions to these covenants as outlined in the Indenture.
  • Customary events of default are also provided for.
• Completion Guarantee:
  • There is a guarantee that ensures the project will be completed even if available funds (including prior equity contributions) are insufficient.
• Financial Impact:
  • This transaction creates a new direct financial obligation for Galaxy Digital, which may affect the company’s leverage, liquidity, and future financial flexibility.
  • The proceeds from the offering are intended for specified project uses, but the company notes there can be no assurance regarding the effective application of such proceeds.
• Trading and Shareholder Information:
  • Shares of Galaxy Digital Inc. are registered on The Nasdaq Stock Market LLC under the trading symbol GLXY.
  • The company does not qualify as an emerging growth company under U.S. securities law, indicating a more mature reporting and compliance status.

Potential Price-Sensitive Information for Shareholders

• The creation of a significant new debt obligation and the associated restrictive covenants may have a material impact on Galaxy Digital’s capital structure, financial performance, and strategic flexibility going forward.
• The relatively high interest rate (9.875%) on the new Senior Secured Notes could increase interest expenses, which may be viewed positively (if it supports accretive growth) or negatively (if it increases financial risk) by the market.
• The Indenture restricts dividends and share buybacks, which could impact shareholder returns in the medium term.
• The company’s ability to execute its project plans and deploy capital effectively will be under scrutiny, and any perceived mismanagement or failure to comply with the covenants could materially affect share value.

Forward-Looking Statements and Risks

This announcement contains forward-looking statements, including expectations regarding the use of proceeds, business risks, and market conditions. Actual results may differ due to market interest rates, business risks, or other factors discussed in the company’s periodic SEC filings. Galaxy Digital does not undertake to update these statements except as required by law.

Conclusion

Bottom line for investors: The entry into this material definitive agreement and the associated new debt financing are significant and potentially price-sensitive events. They may impact Galaxy Digital’s financial structure, operational strategy, and shareholder value in both the near and long term. Investors are advised to review the full Indenture and stay alert for future updates on the project’s execution and any further disclosures.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Investors should consult official filings and their own advisors before making investment decisions. The author is not responsible for any actions taken based on this article.

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