Form 4: Galaxy Digital General Counsel Sells Over 223,000 Class A Shares in Underwritten Offering

Andrew N. Siegel, General Counsel and CCO of Galaxy Digital Inc., reported the sale of 223,169 Class A Common Stock shares for $18.0975 each, following a conversion from Class B shares, as part of an underwritten offering.

Summary

• Andrew N. Siegel, General Counsel & CCO of Galaxy Digital Inc. (GLXY), reported changes in his beneficial ownership of company securities.
• On May 29, 2025, Mr. Siegel converted 223,169 shares of Class B Common Stock into an equal number of Class A Common Stock shares.
• Immediately following the conversion on May 29, 2025, Mr. Siegel sold all 223,169 newly converted Class A Common Stock shares at a price of $18.0975 per share.
• The sale was executed in connection with an underwritten offering dated May 29, 2025, where Mr. Siegel was a selling shareholder.
• The public offering price for the shares in the underwritten offering was $19.00 per share, with Mr. Siegel's sale price reflecting the underwriting discount.
• Following these transactions, Mr. Siegel beneficially owns 479,896 shares of Class A Common Stock and 0 shares of Class B Common Stock.
• The remaining Class A Common Stock includes 83,385 shares to be delivered from restricted share unit (RSU) awards, with vesting scheduled for March 1, 2026, March 1, 2027, and quarterly installments thereafter, subject to continued service.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While it involves insider selling, it's explicitly stated to be part of a pre-arranged underwritten offering, which is a structured and often anticipated event, rather than an ad-hoc market sale that might signal a lack of confidence.

Positives

• The sale was part of a structured underwritten offering, suggesting an orderly disposition of shares rather than an unplanned market sale.

Negatives

• The sale price of $18.0975 per share reflects an underwriting discount from the public offering price of $19.00, indicating a lower net proceeds for the selling shareholder.
• Insider selling, even if planned, can sometimes be perceived negatively by investors, potentially signaling a lack of confidence, although in this case it's part of a broader offering.

Risks

• The sale of a significant number of shares by a key executive could potentially increase market supply and exert downward pressure on the stock price in the short term.

Future Outlook

The reporting person has significant restricted share unit (RSU) awards outstanding, with portions scheduled to vest on March 1, 2026, March 1, 2027, and in quarterly installments thereafter, indicating future share deliveries contingent on continued service.

Management Comments

• The sale was in connection with an underwritten offering pursuant to an underwriting agreement dated May 29, 2025, in which the holder was a selling shareholder.
• The price $18.0975 reflects the underwriting discount.

Industry Context

This filing details an insider transaction for Galaxy Digital Inc., a company operating in the digital asset and blockchain technology sector. While the transaction itself is specific to an individual executive, it occurs within the broader context of capital market activities for companies in this evolving industry.

Comparison to Industry Standards

• NA

Related Party Transactions

• The transaction involves an executive (Andrew N. Siegel) selling shares of the company he works for, which is inherently a related-party transaction in the context of insider reporting.

Stakeholder Impact

• Shareholders: The sale of a significant block of shares by an insider, even in a planned offering, could lead to short-term price volatility or be interpreted differently by investors.
• Employees: The vesting of RSUs for the reporting person indicates ongoing equity incentives tied to continued service.

Next Steps

• Vesting of remaining Restricted Share Unit (RSU) awards on scheduled dates (March 1, 2026, March 1, 2027, and quarterly installments thereafter), subject to continued service.

Key Dates

Keywords

Galaxy Digital, GLXY, Andrew Siegel, SEC Form 4, Insider Trading, Stock Sale, Class A Common Stock, Class B Common Stock, Underwritten Offering, Restricted Share Units, Beneficial Ownership, Financial Services, Cryptocurrency