Galaxy Digital Inc. 10-Q

glxy-20250930 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 10-Q _________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 001-42655 _________________________ Galaxy Digital Inc. (Exact name of registrant as specified in its charter) _________________________ Delaware 87-0836313 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 300 Vesey Street New York , NY 10282 (Address of Principal Executive Offices) (Zip Code) ( 212 ) 390-9216 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.001 Par Value GLXY The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒ As of November 5, 2025, the number of shares of the registrant's Class A common stock outstanding was 192,202,053 and the number of shares of the registrant's Class B common stock outstanding was 198,408,277 . 1 Table of Contents TABLE OF CONTENTS Part I - Financial Information Page Item 1. Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 55 Item 3. Quantitative and Qualitative Disclosures About Market Risk 73 Item 4. Controls and Procedures 75 Part II - Other Information Item 1. Legal Proceedings 76 Item 1A. Risk Factors 76 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 167 Item 3. Defaults Upon Senior Securities 167 Item 4. Mine Safety Disclosures 167 Item 5. Other Information 167 Item 6. Exhibits 168 Signatures 169 2 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: • our future financial performance, including our expectations regarding and our ability to achieve and maintain future profitability; • our limited operating history, lack of experience implementing our business plan and our ability to effectively manage our growth; • anticipated trends, growth rates and challenges in our business and the industries and markets in which we operate; • the highly volatile nature of cryptocurrencies; • our ability to execute on our strategy to expand into the Artificial Intelligence (“AI”) and High Performance Computing (“HPC”) data center business; • our ability to obtain financing on acceptable terms or at all, including for the conversion of our existing bitcoin mining infrastructure to AI/HPC data center infrastructure; • our failure to adhere to complex and evolving governmental laws and regulations; • the continuing development and market acceptance of digital assets and distributed ledger technology; • the new and rapidly evolving AI industry, and related legislation and regulations; • a determination that a digital asset that we interact with is a “security,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws; • the price of digital assets globally and the volume of transactions; • our dependence upon Michael Novogratz, our Chief Executive Officer (“CEO”) and founder (our “Founder”); • our ability to develop, maintain and enhance our brand and reputation; • increased expenses associated with being subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other U.S. regulations, and with being a listed company on the Nasdaq Global Select Market (“Nasdaq”); • our failure to maintain and grow our customer base; • our failure to continue to innovate and provide services that are useful to customers and achieve and maintain market acceptance; • our and our third-party service providers’ ability to safeguard and manage our and our customers’ funds and digital assets; • our reliance on technology provided by third parties which are out of our direct control; • the impact of acquisitions of or investments in complementary companies, products, services or technologies and our ability to successfully integrate such companies or assets; • the effects of increased competition in our markets and our failure to compete effectively; 3 Table of Contents • our revenue not growing at the rates it historically has, or at all; • our failure to successfully execute on our growth initiatives, business strategies, or operating plans; • additional risks of short sales, borrowings and lending of digital assets; • the presentation of our financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and any future changes in GAAP or other accounting principles applicable to us; • incorrect estimates or judgments relating to our critical accounting policies; • our failure to comply with current and future federal and state privacy, security and data protection laws, regulations or standards; • inadequate investment in or maintenance of our operating platform and other information technology and business systems; • our activity being deemed dealing in security-based swaps and the possible regulatory and registration requirements of such dealing; • our decentralized finance (“DeFi”) activities and the evolving risks and uncertainties related thereto; • security breaches or incidents, loss or misuse of data, a failure in or breach of our operational or security systems or other disruptions; • disruptions in our disaster recovery systems or management continuity planning; • our ability to obtain, maintain, protect and enforce our intellectual property; • volatility of the market price and trading volume of our Class A common stock; • our enablement of Tokenized GLXY (as defined herein) and any impact thereof on our Class A common stock; • applicable restrictions that could make it impractical for us to continue our business as contemplated if we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”); • our dependence on distributions from Galaxy Digital Holdings LP (“GDH LP”) to pay our taxes and expenses, including payments under our amended and restated tax receivables agreement between Galaxy Digital Inc. (“GDI”), Galaxy Digital Holdings Inc. (“GDH Delaware”), and certain parties thereto dated May 13, 2025 (the “Tax Receivable Agreement”) and to fund dividend payments, if any; and • other statements regarding our future operations, financial condition, and prospects and business strategies. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date 4 Table of Contents of this Quarterly Report on Form 10-Q or to conform these statements to actual results or to changes in our expectations, except as required by law. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein, that we have filed with the Securities and Exchange Commission (the “SEC”) as exhibits, with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect. Unless the context otherwise requires, references to the “Company,” “Galaxy,” “we,” “us” and “our” refer to GDI and its consolidated subsidiaries subsequent to the Reorganization Transactions (as defined in Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and GDH LP, the accounting acquirer and predecessor entity, and its consolidated subsidiaries prior to the Reorganization Transactions. 5 Table of Contents PART I - FINANCIAL INFORMATION 6 Table of Contents Item 1. Financial Statements INDEX TO FINANCIAL STATEMENTS Page Galaxy Digital Inc. Condensed Consolidated Interim Financial Statements Condensed Consolidated Interim Statements of Operations and Other Compre hensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 8 Condensed Consolidated Interim Statements of Financial Position as of September 30, 2025 and December 31, 2024 9 Condensed Consolidated Interim Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2025 and 2024 11 Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 14 Notes to Condensed Consolidated Interim Financial Statements 16 Note 1. Basis of Presentation 16 Note 2. Significant Account Policies 17 Note 3. Business Combinations 18 Note 4. Revenues 20 Note 5. Transaction Expenses 21 Note 6. Digital Assets 22 Note 7. Digital Assets Loan Receivable and Digital Assets Borrowed 25 Note 8. Derivatives 26 Note 9. Investments 28 Note 10. Variable Interest Entities 28 Note 11. Fair Value Option 29 Note 12. Fair Value Measurements 30 Note 13. Loans Receivable 34 Note 14. Property and Equipment 35 Note 15. Leases 36 Note 16. Goodwill and Other Intangible Assets 37 Note 17. Commitments and Contingencies 38 Note 18. Loans and Notes Payable 40 Note 19. Equity 42 Note 20. Earnings Per Share 44 Note 21. Related Party Transaction 44 Note 22. Reportable Segments 47 Note 23. Risks and Uncertainties 51 Note 24. Income Taxes 53 Note 25. Operating Partnership Financial Information 53 7 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) For the Three and Nine Months Ended September 30, 2025 and 2024 (Expressed in thousands of U.S. Dollars) (Unaudited) Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Revenues $ 28,401,871 $ 8,570,657 $ 50,039,632 $ 26,788,920 Gains / (losses) from operations 816,982 141,633 1,091,745 616,504 Revenues and gains / (losses) from operations 29,218,853 8,712,290 51,131,377 27,405,424 Operating expenses: Transaction expenses 28,292,777 8,536,135 49,869,727 26,659,061 Impairment of digital assets 197,702 108,466 437,608 190,939 Compensation and benefits 85,048 57,290 206,970 179,614 General and administrative 58,700 23,931 164,516 65,883 Technology 11,515 7,576 33,000 21,424 Professional fees 14,451 10,927 58,014 38,247 Notes interest expense 14,415 7,105 42,726 21,121 Total operating expenses 28,674,608 8,751,430 50,812,561 27,176,289 Other income / (expense): Unrealized gain / (loss) on notes payable - derivative — ( 2,858 ) ( 35,544 ) ( 15,144 ) Other income / (expense), net 957 783 2,547 2,608 Total other income / (expense) 957 ( 2,075 ) ( 32,997 ) ( 12,536 ) Net income / (loss) before taxes $ 545,202 $ ( 41,215 ) $ 285,819 $ 216,599 Income taxes expense / (benefit) 40,145 ( 7,885 ) 45,503 ( 12,602 ) Net income / (loss) $ 505,057 $ ( 33,330 ) $ 240,316 $ 229,201 Other comprehensive income (loss), net of tax Change in fair value of cash flow hedges ( 2,605 ) — ( 2,605 ) — Other comprehensive income (loss) ( 2,605 ) — ( 2,605 ) — Comprehensive income (loss) $ 502,452 $ ( 33,330 ) $ 237,711 $ 229,201 Comprehensive income / (loss) attributed to: Class B Unit holders of GDH LP — ( 21,079 ) ( 204,745 ) 156,483 Noncontrolling interests 296,589 — 332,034 — Class A common stockholders of the Company (1) $ 205,863 $ ( 12,251 ) $ 110,422 $ 72,718 Net income / (loss) per share of Class A common stock (2) Net income (loss) used in calculation of net income / (loss) per share of Class A common stock (2) $ 208,468 $ ( 12,251 ) $ 113,027 $ 72,718 Basic $ 1.19 $ ( 0.10 ) $ 0.76 $ 0.61 Diluted $ 1.01 $ ( 0.10 ) $ 0.56 $ 0.55 Weighted average shares outstanding used to compute net income / (loss) per share (3) Basic 174,709,471 125,360,919 148,730,331 118,988,998 Diluted 221,463,809 341,208,036 375,881,574 132,996,975 _______________ (1) For periods prior to the Reorganization Transactions, represents net income / (loss) attributable to Class A Units of GDH LP. (2) For periods prior to the Reorganization Transactions, represents net income / (loss) per Class A Unit of GDH LP. (3) For periods prior to the Reorganization Transactions, represents weighted average Class A Units of GDH LP used to calculate net income / (loss) per unit. 8 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Financial Position As of September 30, 2025 and December 31, 2024 (Expressed in thousands of U.S. Dollars except where noted) (Unaudited) September 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 1,137,426 $ 462,103 Digital intangible assets (includes $ 2,673.5 and $ 1,997.4 million measured at fair value) 3,785,085 2,547,581 Digital financial assets 322,949 359,665 Digital assets loan receivable, net of allowance 1,299,669 579,530 Investments 853,848 834,812 Assets posted as collateral, net of allowance 714,869 277,147 Derivative assets 152,579 207,653 Accounts receivable (includes $ 4.3 and $ 4.6 million due from related parties) 71,953 55,279 Digital assets receivable 4,586 53,608 Loans receivable 635,371 476,620 Prepaid expenses and other assets 78,851 26,892 Total current assets 9,057,186 5,880,890 Non-current assets Digital assets receivable 16,846 7,112 Investments (includes $ 1,184.0 and $ 745.5 million measured at fair value) 1,252,354 808,694 Digital intangible assets 56,500 20,979 Loans receivable, non-current 7,300 — Property and equipment, net 874,059 237,038 Other non-current assets 195,812 107,105 Goodwill 62,659 58,037 Total non-current assets 2,465,530 1,238,965 Total assets $ 11,522,716 $ 7,119,855 Liabilities and Equity Current liabilities Derivative liabilities 67,400 165,858 Accounts payable and accrued liabilities (includes $ 0.0 and $ 96.9 million due to related parties) 421,355 281,531 Digital assets borrowed 3,055,182 1,497,609 Payable to customers 87,249 19,520 Loans payable 316,916 510,718 Collateral payable 2,547,179 1,399,655 Other current liabilities 235,161 13,034 Total current liabilities 6,730,442 3,887,925 Non-current liabilities Notes payable 1,150,287 845,186 Digital assets borrowed, non-current 9,580 — Other non-current liabilities (includes $ 43.6 and $ 0.0 million due to related parties) 460,088 192,392 Total non-current liabilities 1,619,955 1,037,578 Total liabilities 8,350,397 4,925,503 Commitments and contingencies (Note 17) Equity GDH LP Unit Holders — 2,194,352 Class A common stock, $ 0.001 par value; 2,000,000,000 shares authorized and 179,312,261 issued and outstanding 179 — Convertible Class B common stock,$ 0.0000000001 par value; 500,000,000 shares authorized and 201,885,332 issued and outstanding — — 9 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Financial Position As of September 30, 2025 and December 31, 2024 (Expressed in thousands of U.S. Dollars except where noted) (Unaudited) Additional Paid in Capital 1,223,981 — Accumulated other comprehensive income (loss) ( 2,605 ) — Retained Earnings 540,811 — Total stockholders’ equity (1) 1,762,366 2,194,352 Noncontrolling interest 1,409,953 — Total equity 3,172,319 2,194,352 Total liabilities and equity $ 11,522,716 $ 7,119,855 _______________ (1) For periods prior to the Reorganization Transactions, represents total GDH LP Unit Holders’ Capital. The accompanying notes are an integral part of these consolidated financial statements. 10 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Changes in Equity For the Three and Nine Months Ended September 30, 2025 and 2024 (Expressed in thousands of U.S. Dollars except share/unit data) (Unaudited) Class A Unit Capital Class B Unit Capital Class A Common Stock Class B Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-Controlling Interests Total Number Amount Number Amount Number Amount Number Amount Amount Amount Amount Amount Balance at June 30, 2024 125,040,271 $ 899,736 215,847,117 $ 1,174,900 — — — — — — — — $ 2,074,636 Equity based compensation — 6,525 — 11,260 — — — — — — — — 17,785 Distributions ( 3,557 ) ( 6,023 ) — — — — — — — — ( 9,580 ) Vesting of Class B Units — — — — — — — — — — — — — Exchange of Class B Units — — — — — — — — — — — — — Cancellation of Class A Units ( 167,371 ) ( 775 ) — — — — — — — — — — ( 775 ) Issuance of Class A Units, net of issuance cost 892,958 3,894 — — — — — — — — — — 3,894 Other ( 43 ) ( 488 ) — — — — — — — — ( 531 ) Income / (loss) for the period ( 12,251 ) ( 21,079 ) — — — — — — — — ( 33,330 ) Balance at September 30, 2024 125,765,858 $ 893,529 215,847,117 $ 1,158,570 — $ — — $ — $ — $ — $ — $ — $ 2,052,099 Balance at June 30, 2025 — $ — — $ — 170,332,037 170 203,885,332 — 1,173,808 — 332,343 1,117,897 2,624,218 Equity based compensation — — — — — — — — 6,142 — 7,124 13,266 Distributions — — — — — — — — — — — ( 9,427 ) ( 9,427 ) Cancellation of Class A common stock — — — — ( 1,300,243 ) ( 1 ) — — ( 18,427 ) — — — ( 18,428 ) Issuance of Class A common stock, net of issuance cost — — — — 8,280,467 8 — — 45,483 — — — 45,491 Exchange of Class B common stock — — — — 2,000,000 2 ( 2,000,000 ) — 15,572 — ( 15,574 ) — Other — — — — — — — — 1,403 — — 13,344 14,747 Income / (loss) for the period — — — — — — — — — — 208,468 296,589 505,057 Other comprehensive income (loss) — — — — — — — — — ( 2,605 ) — — ( 2,605 ) Balance at September 30, 2025 — $ — — $ — 179,312,261 $ 179 $ 201,885,332 $ — $ 1,223,981 $ ( 2,605 ) $ 540,811 $ 1,409,953 $ 3,172,319 The accompanying notes are an integral part of these consolidated financial statements. 11 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Changes in Equity For the Three and Nine Months Ended September 30, 2025 and 2024 (Expressed in thousands of U.S. Dollars except share/unit data) (Unaudited) Class A Unit Capital Class B Unit Capital Class A Common Stock Class B Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-Controlling Interests Total Number Amount Number Amount Number Amount Number Amount Amount Amount Amount Amount Balance at December 31, 2023 109,299,332 $ 708,481 215,928,474 $ 1,002,690 — $ — — $ — $ — $ — $ — $ — $ 1,711,171 Equity based compensation — 19,471 — 35,475 — — — — — — — 54,946 Distributions — ( 19,526 ) — ( 35,732 ) — — — — — — — — ( 55,258 ) Vesting of Class B Units — — — — — — — — — — — — — Exchange of Class B Units 81,357 541 ( 81,357 ) ( 541 ) — — — — — — — — — Cancellation of Class A Units ( 1,496,901 ) ( 14,591 ) — — — — — — — — — — ( 14,591 ) Issuance of Class A Units, net of issuance cost 17,882,070 126,062 — — — — — — — — — — 126,062 Other — 373 — 195 — — — — — — — — 568 Income / (loss) for the period — 72,718 — 156,483 — — — — — — — — 229,201 Balance at September 30, 2024 125,765,858 $ 893,529 215,847,117 $ 1,158,570 — $ — $ — $ — $ — $ — $ — $ — $ 2,052,099 Balance at December 31, 2024 127,577,780 $ 949,730 215,862,343 $ 1,244,622 — $ — — $ — $ — $ — $ — $ — $ 2,194,352 Prior to the Reorganization Transactions Equity based compensation — 7,547 — 12,655 — — — — — — — — 20,202 Distributions — ( 15,017 ) — ( 24,864 ) — — — — — — — — ( 39,881 ) Exchange of Class B Units — — — — — — — — — — — — — Cancellation of Class A Units ( 2,208,707 ) ( 26,649 ) — — — — — — — — — — ( 26,649 ) Issuance of Class A Units, net of issuance cost 5,533,779 2,294 — — — — — — — — — — 2,294 Income / (loss) for the period — ( 121,592 ) — ( 204,745 ) — — — — — — — — ( 326,337 ) Impact of Reorganization Transactions ( 130,902,852 ) ( 796,053 ) ( 215,862,343 ) ( 1,027,392 ) 130,902,852 131 215,862,343 — 631,523 — 306,192 1,134,298 248,699 After the Reorganization Transactions Equity based compensation — — — — — — — — 9,279 — — 11,376 20,655 12 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Changes in Equity For the Three and Nine Months Ended September 30, 2025 and 2024 (Expressed in thousands of U.S. Dollars except share/unit data) (Unaudited) Distribution — — — — — — — — — — ( 9,427 ) ( 9,427 ) Cancellation of Class A Units, net of issuance cost — — — — ( 1,441,667 ) ( 2 ) — — ( 20,663 ) — — — ( 20,665 ) Issuance of Class A common stock, net of issuance cost — — — — 35,874,065 36 — — 520,143 — — — 520,179 Exchange of Class B common stock — — — — 13,977,011 14 ( 13,977,011 ) — 82,294 — — ( 82,308 ) — Other — ( 260 ) — ( 276 ) — — — — 1,405 — — 23,980 24,849 Income / (loss) for the period — — — — — — — — — — 234,619 332,034 566,653 Other comprehensive income (loss) — — — — — — — — — ( 2,605 ) — — ( 2,605 ) Balance at September 30, 2025 — $ — — $ — 179,312,261 $ 179 201,885,332 $ — $ 1,223,981 $ ( 2,605 ) $ 540,811 $ 1,409,953 $ 3,172,319 The accompanying notes are an integral part of these consolidated financial statements. 13 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Cash Flows For the Nine Months Ended September 30, 2025 and 2024 (Expressed in thousands of U.S. Dollars) (Unaudited) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Operating activities Income / (loss) for the period $ 240,316 $ 229,201 Adjustments for: Digital assets sales revenue ( 16,804,116 ) ( 5,610,308 ) Digital assets sales cost 16,776,387 5,791,111 Impairment of digital assets 149,162 41,741 Provision for credit losses 1,024 — Depreciation and amortization 27,468 33,464 Other impairment loss 87,251 — Equity based compensation 38,476 54,946 Noncash management fee ( 56,925 ) — Noncash borrowing costs 103,813 43,042 Noncash lending and net staking income ( 101,473 ) ( 126,412 ) Net (gains) / losses from operations ( 1,091,745 ) ( 616,504 ) Net unrealized (gain) / loss on notes payable – derivative 35,544 15,144 Noncash notes interest expense 30,851 14,446 Taxes 70,099 ( 11,467 ) Other noncash adjustments 1,008 ( 925 ) Changes in operating assets and liabilities: Digital assets 1,029,302 190,218 Digital assets receivable 9,156 33 Derivative assets / liabilities 115,247 188,434 Accounts receivable ( 11,934 ) ( 6,571 ) Prepaid expenses and other assets ( 52,530 ) 5,464 Other non-current assets ( 140,395 ) — Collateral receivable / payable ( 54,866 ) 70,274 Accounts payable and accrued liabilities 21,013 28,900 Other current liabilities 150,550 ( 154,924 ) Other non-current liabilities 184,265 ( 6,572 ) Net cash provided by / (used in) operating activities 756,948 172,735 Investing activities Proceeds from repayments and maturities of loans receivable 136,188 152,741 Origination of loans receivable ( 300,016 ) ( 154,380 ) Purchase of property, equipment and intangible assets ( 634,509 ) ( 33,118 ) Acquisitions ( 1,000 ) ( 2,123 ) Disposal of property and equipment 11,346 2,954 Purchase of investments ( 2,542,124 ) ( 2,798,053 ) Proceeds and distributions from investments 2,619,646 2,374,413 Net cash provided by / (used in) investing activities ( 710,469 ) ( 457,566 ) Financing activities Payable to customers ( 19,358 ) 31,769 14 Galaxy Digital Inc. Condensed Consolidated Interim Statements of Cash Flows For the Nine Months Ended September 30, 2025 and 2024 (Expressed in thousands of U.S. Dollars) (Unaudited) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Proceeds from loans payable 153,064 391,761 Repayments of loans payable ( 168,421 ) ( 236,045 ) Margin loans payable, net ( 178,445 ) — Proceeds from / (repayments of) notes payable, net of issuance costs 416,153 — Share issuance, net of costs 522,473 122,562 Distributions ( 49,308 ) ( 55,258 ) Cancellation of Class A Units withheld ( 47,314 ) ( 14,591 ) Net cash provided by / (used in) financing activities 628,844 240,198 Net increase / (decrease) in cash and cash equivalents 675,323 ( 44,633 ) Cash and cash equivalents, beginning of period 462,103 316,610 Cash and cash equivalents, end of period $ 1,137,426 $ 271,977 Supplemental disclosure of cash flow information and noncash investing and financing activities: Cash paid during the year for: Interest $ 35,868 $ 20,366 Taxes 5,203 7,445 Significant noncash investing and financing activities: Digital assets loan receivable, net of allowance 722,662 219,147 Payables to customers - digital assets 87,087 61,653 Assets posted as collateral 438,228 99,484 Digital assets borrowed 1,567,153 765,490 Collateral payable 1,200,340 494,496 Purchase of investments with noncash contributions 297,373 12,947 Proceeds from investments included in receivables 70 — Proceeds from investments received as non-cash contributions 223,961 126,986 Additions to property, plant and equipment and intangible assets 121,438 160 Disposals of property, plant and equipment and intangible assets 1,219 — Reclassification between digital assets receivable and investments 2,192 — Origination of loans receivable with noncash consideration — 9,507 The accompanying notes are an integral part of these consolidated financial statements. 15 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) 1.  BASIS OF PRESENTATION The Company Galaxy Digital Inc. (“GDI”) was formed in Delaware on April 23, 2021 for the purpose of serving as the U.S. public company entity upon the redomiciliation of Galaxy Digital Holdings Ltd. (“GDH Ltd.”) and Galaxy Digital Holdings LP (“GDH LP”) to Delaware. On May 13, 2025, the Company (as defined below), GDH Ltd. and GDH LP consummated a series of transactions resulting in the reorganization of the Company’s corporate structure (the “Reorganization Transactions”). Pursuant to the Reorganization Transactions, GDH Ltd. and GDH LP changed their jurisdiction of incorporation from the Cayman Islands to the state of Delaware and GDH Ltd. merged with and into the Company, with the Company surviving as the successor public company entity. All outstanding GDH Ltd. ordinary shares were converted into shares of Class A common stock of GDI. Prior to the Reorganization Transactions, GDH Ltd. owned a minority interest in GDH LP and its ordinary shares were traded on the Toronto Stock Exchange (“TSX”). On May 16, 2025, subsequent to the Reorganization Transactions, the Company succeeded GDH Ltd. as the TSX-listed entity and the Company’s Class A common stock began also trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker “GLXY.” The Reorganization Transactions were accounted for as a reverse recapitalization with the Company consolidating GDH LP, which was the accounting acquirer and the predecessor entity. Financial information presented for periods prior to the completion of the Reorganization Transactions, including comparative periods, represents that of GDH LP. References to the “Company,” “Galaxy,” “we,” “us” and “our” refer to GDI and its consolidated subsidiaries subsequent to the Reorganization Transactions and GDH LP, the accounting acquirer and predecessor entity, and its consolidated subsidiaries prior to the Reorganization Transactions. GDH LP is the operating partnership that conducts all of the Company’s business. GDH LP is a Delaware limited partnership that was formed in the Cayman Islands on May 11, 2018, which redomesticated to Delaware as part of the Reorganization Transactions, and is managed by GDI as its general partner. The Company has two classes of common stock, Class A common stock and Class B common stock. Each share of Class A common stock entitles its holder to economic and voting interests in the Company. Each share of Class B common stock entitles its holder to voting interests but not economic interests in the Company. Holders of Class B common stock have an economic interest in the Company through Limited Partnership Units of GDH LP (“LP Units”), which are paired one -for-one with shares of Class B common stock. One share of Class B common stock and one LP Unit are together exchangeable for one share of Class A common stock. As the Company consolidates GDH LP but does not own all of the economic interest in GDH LP, the Company presents a noncontrolling interest related to the economic ownership of GDH LP held by its Class B common stockholders. Galaxy is a technology-driven diversified financial services and investment management firm that provides institutions with a full suite of scaled financial solutions spanning the digital assets ecosystem. We are strategically positioned to bridge traditional finance and the emerging digital economy. The Company is focused on digital assets and artificial intelligence enabled by high-performance computing technology, and how these technological innovations will alter the way we store and transfer value. The Company manages and reports its activities in the following segments: Digital Assets, Data Centers, and Treasury and Corporate. Basis of Presentation The accompanying condensed consolidated interim financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated interim financial statements include the accounts of the Company and all entities in which it holds a controlling financial interest. All intercompany balances and transactions have been eliminated. We have prepared the accompanying unaudited condensed consolidated interim financial statements in accordance with the accounting policies described in GDH LP’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 and the interim reporting requirements of Regulation S-X for the three and nine months ended September 30, 2025. Accordingly, certain information and note disclosures 16 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated interim financial statements should be read in conjunction with GDH LP’s audited consolidated financial statements for the year ended December 31, 2024. The Company’s interim results are not necessarily indicative of its results for a full year. Change in Presentation Certain comparative figures in the Company’s condensed consolidated interim statements of operations and other comprehensive income (loss) have been reclassified to conform to the current year’s presentation. 2.  SIGNIFICANT ACCOUNTING POLICIES Except for the items described below, the Company has applied its accounting policies consistently from the previously disclosed annual financial statements. Noncontrolling Interests The Company, as holder of LP Units and sole general partner of GDH LP, has both (i) the power to direct GDH LP’s most significant activities; and (ii) the obligation to absorb losses or the right to receive benefits that could be significant to GDH LP. The limited partnership interests in GDH LP that are not owned by the Company are presented as noncontrolling interests in the Company’s consolidated financial statements. The noncontrolling interests were initially measured at the proportional share of equity held by the noncontrolling interest holders on the date of the Reorganization Transaction, May 13, 2025. Each reporting period, the noncontrolling interests are adjusted for (i) the noncontrolling interest holders’ share of GDH LP’s net income / (loss) based on their relative ownership and (ii) distributions declared. Each LP Unit of GDH LP that represents a noncontrolling interest in the Company corresponds with a share of Class B common stock of the Company. Each share of Class B common stock, along with its paired LP Unit, are together exchangeable for a share of Class A common stock on a 1:1 basis. Such exchanges increase the Company’s ownership of GDH LP and are accounted for as equity transactions. Because the noncontrolling interests held through LP Units are economically equivalent to shares of Class A common stock, diluted EPS is calculated using the if-converted method, assuming all noncontrolling interests were exchanged for shares of Class A common stock as of the beginning of each period. Gains / (Losses) from Operations Gains / (losses) from operations include the net realized and unrealized gains and losses recognized on the Company’s digital asset transactions, derivative instruments, and investments. Cash Flow Hedge The Company uses derivative instruments to manage exposure to variability in future cash flows associated with interest payments on the Company’s Credit Agreement (see Note 18 for a description of the Credit Agreement). These derivatives are designated as cash flow hedges in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivatives that are designated and qualify as effective cash flow hedges, the change in fair value is recorded in Other comprehensive income (loss) (“OCI”) and subsequently reclassified into earnings in the same period or periods during which the hedged cash flows affect earnings. Once reclassified into earnings, the impact will be recognized within General and administrative on the Company’s condensed consolidated interim statements of operations and other comprehensive income (loss). If a derivative ceases to qualify for hedge accounting, or if the hedging relationship is discontinued, future changes in the fair value of the derivative are recognized in earnings. Amounts previously recorded in OCI are reclassified into earnings in the period when the forecasted transaction affects earnings, unless it is no longer 17 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) probable that the forecasted transaction will occur, in which case the amounts are reclassified immediately into earnings. Recent Accounting Developments In May 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-03, Business Combinations and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update revises the current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a Variable Interest Entity (“VIE”) that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. This update will be effective for all entities for annual reporting periods beginning after December 15, 2026. The Company does not expect this ASU to have a material impact on our financial statements. In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software. This update was issued to modernize the accounting for software costs that are accounted for under the current guidance. This update improves the operability of the guidance by removing all references to software development project stages. As such, an entity is required to start capitalizing the software costs when both (1) management has authorized and committee to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 will be effective for annual periods commencing after December 15, 2027. The Company is still evaluating the impact of the adoption of this ASU. 3.  BUSINESS COMBINATIONS Meridian Labs On June 5, 2025, the Company completed its purchase of Meridian Labs LLC, a technology consulting firm focused on blockchain development. The purchase price was $ 4.2 million, inclusive of $ 3.1 million of estimated contingent consideration to be paid in equal amounts of cash and Class A common stock. The amount of contingent consideration payable is determined by whether the acquired business achieves certain operational milestones. The maximum amount of contingent consideration would be $ 5.0 million if all of operating milestones are achieved. The Company accounted for the acquisition under ASC Topic 805, Business Combinations (“ASC 805”). The Company recognized approximately $ 4.2 million of goodwill which was attributed to the Digital Assets segment as a result of this acquisition. Fierce On December 9, 2024, a subsidiary controlled by the Company acquired all shares of Fierce Technology, Inc. (“Fierce”), a financial application software provider, for approximately $ 12.5 million ($ 3.0 million in cash and $ 9.5 million in equity). The Company determined that the acquisition of Fierce constituted a business combination under ASC 805. The consideration transferred was measured at the fair value of the cash and equity paid, and the estimated contingent consideration of approximately $ 1.2 million, in the form of shares of Class A common stock, that is payable by the Company upon determination of the final working capital amounts. The Company recognized the following assets and liabilities in relation to the acquisition of Fierce: (in thousands) Cash $ 315 Intangible assets 411 Goodwill 8,588 Other non-current assets 3,296 Total assets $ 12,610 18 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Deferred tax liability 110 Total liabilities $ 110 The Company recorded $ 8.6 million of goodwill which was attributed to the Digital Assets segment as a result of this acquisition. Goodwill represents the future economic benefit arising from assets acquired which could not be individually identified and separately recognized. Goodwill was attributed to the expected synergies from combining operations with GDH LP and the expected future cash flows of the combined business. The Company also recognized a deferred tax asset of $ 3.3 million related to the net operating losses of Fierce that the Company expects to utilize. The goodwill from this acquisition is not deductible for tax purposes. Acquired intangible assets as a result of this acquisition included trade names, trademarks, and technology platforms valued at $ 0.4 million. The intangible assets were measured at acquisition date fair value using an income approach in accordance with the Company’s accounting policies. The Company incurred acquisition related transaction costs of $ 0.2 million, of which the majority represented legal fees. The revenue and net income included in the Company’s consolidated statements of operations contributed by Fierce for the year ended December 31, 2024, from the date of the acquisition, were not material to the Company. In August 2025, the Financial Industry Regulatory Authority approved the Company’s acquisition of FIN2, LLC (“FIN2”), which the Company subsequently completed for $ 425,000 . This acquisition was in connection with the Company’s December 2024 acquisition of Fierce. The full amount of the purchase has been allocated to goodwill. CryptoManufaktur On July 18, 2024, a subsidiary controlled by the Company acquired the assets of CryptoManufaktur LLC (“CMF”) for approximately $ 12.4 million. The Company determined that the acquisition of CMF constituted a business combination under ASC 805. CMF provides staking infrastructure, primarily on the Ethereum blockchain, as well as data oracle services. The consideration transferred was measured at the fair value of the cash and equity paid, and the estimated contingent consideration of approximately $ 5.5 million, which is payable by the Company if CMF achieves certain financial and operating targets through the end of 2026. On February 28, 2025, an additional 76,573 shares were issued for milestone consideration. The Company recognized the following assets and liabilities in relation to the acquisition of CMF on July 18, 2024: (in thousands) Intangible assets $ 7,213 Goodwill 5,193 Counterparty digital assets 943,445 Total assets $ 955,851 Counterparty digital asset obligations 943,445 Accounts payable and accrued liabilities 21 Total liabilities $ 943,466 The Company recorded $ 5.2 million of goodwill as a result of this acquisition which was attributed to the Digital Assets segment. Goodwill was attributed to the expected synergies from combining operations with GDH LP and the expected future cash flows of the combined business. The Company expects all of the goodwill from this acquisition to be deductible for tax purposes. 19 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Acquired intangible assets as a result of this acquisition included customer relationships valued at $ 7.2 million, which will be amortized over an estimated useful life of 5 years. The intangible assets were measured at acquisition date fair value using an income approach in accordance with the Company's accounting policies. The Company incurred acquisition related transaction costs of $ 0.5 million of which the majority represented professional fees. The revenue and net income included in the Company's condensed consolidated interim statements of operations contributed by CMF for the year ended December 31, 2024, from the date of the acquisition, were not material to the Company. 4.  REVENUES The following tables provide additional details related to the Company’s Revenues by segment for the three months ended September 30, 2025 and 2024. (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2025 Digital assets sales $ 28,199,024 $ — $ — $ 28,199,024 Fees 106,216 — ( 1,937 ) 104,279 Blockchain rewards 56,918 — ( 4,719 ) 52,199 Proprietary mining — — 1,171 1,171 Revenues from contracts with customers $ 28,362,158 $ — $ ( 5,485 ) $ 28,356,673 Blockchain rewards from non-customers (1) 2,350 — 262 2,612 Lending 33,236 2,662 6,688 42,586 Total revenues $ 28,397,744 $ 2,662 $ 1,465 $ 28,401,871 (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2024 Digital assets sales $ 8,464,827 $ — $ — $ 8,464,827 Fees 14,527 — 6,195 20,722 Blockchain rewards 53,590 — ( 5,491 ) 48,099 Proprietary mining — — 11,435 11,435 Revenues from contracts with customers $ 8,532,944 $ — $ 12,139 $ 8,545,083 Blockchain rewards from non-customers (1) 960 — 984 1,944 Lending 21,905 — 1,725 23,630 Total revenues $ 8,555,809 $ — $ 14,848 $ 8,570,657 _______________ (1) Includes blockchain rewards earned from decentralized finance protocols and third-party staking infrastructure. 20 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) The following tables provide additional details related to the Company’s Revenues by segment for the nine months ended September 30, 2025 and 2024. (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2025 Digital assets sales $ 49,613,572 $ — $ — $ 49,613,572 Fees 139,883 — ( 7,095 ) 132,788 Blockchain rewards 180,168 — ( 15,695 ) 164,473 Proprietary mining — — 13,351 13,351 Revenues from contracts with customers $ 49,933,623 $ — $ ( 9,439 ) $ 49,924,184 Blockchain rewards from non-customers (1) 4,610 — 8,609 13,219 Lending 86,785 2,662 12,782 102,229 Total revenues $ 50,025,018 $ 2,662 $ 11,952 $ 50,039,632 (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2024 Digital assets sales $ 26,507,682 $ — $ — $ 26,507,682 Fees 52,988 — 22,390 75,378 Blockchain rewards 98,983 — ( 2,930 ) 96,053 Proprietary mining — — 47,875 47,875 Revenues from contracts with customers $ 26,659,653 $ — $ 67,335 $ 26,726,988 Blockchain rewards from non-customers (1) 4,544 — 984 5,528 Lending 53,154 — 3,250 56,404 Total revenues $ 26,717,351 $ — $ 71,569 $ 26,788,920 _______________ (1) Includes blockchain rewards earned from decentralized finance protocols and third-party staking infrastructure. Contract Liabilities Contract liabilities consist of deferred revenue and include payments received in advance of performance obligations being met under the terms of the contract. Such amounts are recognized as revenue over the contractual period as the Company satisfies its performance obligations. As of September 30, 2025 and December 31, 2024, the Company had contract liabilities of $ 57.1 million and $ 0.0 million , respectively. 5.  TRANSACTION EXPENSES The Company incurred the following Transaction expenses by segment for the three months ended September 30, 2025 and 2024. (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2025 Digital assets sales costs $ 28,186,476 $ — $ — $ 28,186,476 Blockchain reward distributions 46,872 — ( 5,198 ) 41,674 Borrowing costs 47,771 — 3,764 51,535 Mining and hosting costs — — 846 846 Other transaction expenses (1) 9,389 — 2,857 12,246 Transaction expenses $ 28,290,508 $ — $ 2,269 $ 28,292,777 21 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2024 Digital assets sales costs $ 8,454,159 $ — $ — $ 8,454,159 Blockchain reward distributions 44,590 — ( 5,260 ) 39,330 Borrowing costs 5,762 — 20,870 26,632 Mining and hosting costs — — 10,013 10,013 Other transaction expenses (1) 5,241 — 760 6,001 Transaction expenses $ 8,509,752 $ — $ 26,383 $ 8,536,135 _______________ (1) Other transaction expenses include trading commissions, custody, and exchange fees. The Company incurred the following Transaction expenses by segment for the nine months ended September 30, 2025 and 2024. (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2025 Digital assets sales costs $ 49,572,356 $ — $ — $ 49,572,356 Blockchain reward distributions 152,959 — ( 21,457 ) 131,502 Borrowing costs 59,997 — 67,086 127,083 Mining and hosting costs — — 7,121 7,121 Other transaction expenses (1) 22,534 — 9,131 31,665 Transaction expenses $ 49,807,846 $ — $ 61,881 $ 49,869,727 (in thousands) Digital Assets Data Centers Treasury and Corporate September 30, 2024 Digital assets sales costs $ 26,471,572 $ — $ — $ 26,471,572 Blockchain reward distributions 83,283 — ( 13,745 ) 69,538 Borrowing costs 11,719 — 51,575 63,294 Mining and hosting costs — — 35,734 35,734 Other transaction expenses (1) 16,472 — 2,451 18,923 Transaction expenses $ 26,583,046 $ — $ 76,015 $ 26,659,061 _______________ (1) Other transaction expenses include trading commissions, custody, and exchange fees. 6.  DIGITAL ASSETS As of September 30, 2025 and December 31, 2024, the Company held digital assets of $ 4.2 billion and $ 2.9 billion, respectively. The Company had net gains / (losses) on digital assets of $ 453.8 million and $ 570.5 million fo r 22 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) the three and nine months ended September 30, 2025, respectively, and $ 112.0 million and $ 436.4 million for the three and nine months ended September 30, 2024, respectively. The following tables provide additional detail related to the Company’s digital assets balance as of September 30, 2025 and December 31, 2024: (in thousands) Digital intangible assets, current Digital financial assets Digital intangible assets, non-current September 30, 2025 Digital intangible assets (includes $ 1,287.5 million measured at fair value) $ 1,413,619 $ — $ 55,635 $ 1,469,254 Digital financial assets — 101,551 — 101,551 Total self-custodied (1) 1,413,619 101,551 55,635 1,570,805 Digital intangible assets (includes $ 850.9 million measured at fair value) 1,002,275 — 865 1,003,140 Digital financial assets — 45,855 — 45,855 Total held with third parties, including centralized trading platforms 1,002,275 45,855 865 1,048,995 Collateral posted with counterparties (2) (measured at fair value) 536,773 — — 536,773 Digital assets associated with decentralized finance protocols (2)(3) 832,418 175,543 — 1,007,961 Total digital assets $ 3,785,085 $ 322,949 $ 56,500 $ 4,164,534 (in thousands) Digital intangible assets, current Digital financial assets Digital intangible assets, non-current December 31, 2024 Digital intangible assets (includes $ 1,480.9 million measured at fair value) $ 1,544,377 $ — $ 75 $ 1,544,452 Digital financial assets — 353,459 — 353,459 Total self-custodied (1) 1,544,377 353,459 75 1,897,911 Digital intangible assets (includes $ 451.4 million measured at fair value) 523,002 — 20,904 543,906 Digital financial assets — 1,392 — 1,392 Total held with third parties, including centralized trading platforms 523,002 1,392 20,904 545,298 Collateral posted with counterparties (2) (measured at fair value) 85,874 — — 85,874 Digital assets associated with decentralized finance protocols (3) 394,328 4,814 — 399,142 Total digital assets $ 2,547,581 $ 359,665 $ 20,979 $ 2,928,225 _______________ (1) Includes digital assets subject to sale restrictions, as well as certain digital assets bonded to validator nodes. Excludes digital assets issued by decentralized finance protocols which are self-custodied. 23 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) (2) Digital intangible assets posted as collateral under master loan agreements to third parties, for which control has not transferred, supports digital asset and fiat borrowings of $ 382.6 million and $ 53.7 million as of September 30, 2025 and December 31, 2024, respectively. (3) Digital assets associated with decentralized finance protocols collectively support borrowings on these platfor ms of $ 115.0 million and $ 124.9 million as of September 30, 2025 and December 31, 2024, respectively . Decentralized finance protocols typically require borrowers to maintain a loan to value ratio of no greater than approximately 80 % and 95 % , collateral dependent . Includes self-custodied wrapped digital assets and digital assets held in smart contracts where the Company retains control. Digital Assets Associated with Decentralized Finance Protocols Digital assets associated with decentralized finance protocols includes receipt tokens from decentralized finance protocols, which are digital assets issued by decentralized protocols that derive their value from other digital assets. These tokens allow the holder to redeem the underlying digital assets from the decentralized protocols. Although these receipt tokens are generally stored in the Company’s self-custodied wallets, their economic values are derived from the operations of the protocols that issued the tokens and other digital assets that are held in such protocols via smart contracts. These receipt tokens are used in trading, borrowing and staking on decentralized finance protocols. In order to transact on decentralized finance protocols, the Company converts some of its digital assets into wrapped tokens (e.g., “wBTC” and “wETH”) which are also included in Digital assets associated with decentralized finance protocols. Wrapped tokens are digital assets that can interact with smart contracts or operate on another blockchain. The Company typically wraps digital assets in expectation of deploying them on decentralized finance protocols. Some decentralized finance protocols may hold the Company’s digital assets in a smart contract from which only the Company can redeem the digital assets. These decentralized finance protocols do not issue receipt tokens and do not obtain control of the Company’s digital assets. Therefore the tokens continue to be recognized by the Company. Digital Assets Subject to Lock-up Schedules Certain digital assets are subject to sale restrictions through lock-up schedules typically associated with purchases from foundations. Digital assets restricted by lock-up schedules which have not yet been received by the Company are recognized as Digital assets receivable. The Company held $ 112.7 million and $ 59.9 million of digital assets restricted by lock-up schedules as of September 30, 2025 and December 31, 2024, respectively. The fair value of digital assets subject to sale restrictions by lock-up schedule acquired prior to January 1, 2024 includes a discount for lack of marketability. Sale restrictions associated with these digital assets range from less than one week to approximately 2 years. Staked Digital Assets The Company had staked $ 261.9 million and $ 371.7 million of digital assets, including digital assets staked on decentralized finance protocols (i.e., liquid staked tokens), as of September 30, 2025 and December 31, 2024, respectively. The Company’s ability to sell or transfer staked digital assets is subject to restrictions related to unbonding periods on the respective blockchains. As of September 30, 2025 and December 31, 2024, the majority of the Company’s staked digital assets on various blockchains, including Ethereum, could be unbonded within 7 and 11 days , respectively. 24 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Significant Digital Asset Holdings The Company’s digital asset balance includes digital assets borrowed from counterparties, deposited by counterparties as collateral for which Galaxy has control, and any digital assets which Galaxy has pledged as collateral and retains control. The following tables show the Company’s most significant gross digital asset holdings as of September 30, 2025 and December 31, 2024: September 30, 2025 (in thousands except for quantity) Quantity Historical cost Carrying value Bitcoin 18,400 $ 2,087,617 $ 2,098,313 USDC 138,936,587 139,676 138,881 SOL 659,207 137,055 137,563 SUSDC 116,838,833 124,847 124,943 Ether 29,200 117,203 121,037 HYPE 2,306,639 69,021 104,401 USDS 35,102,923 35,304 35,176 NEAR 11,115,528 35,248 29,223 Other not meaningful 278,844 263,384 Digital assets measured at fair value 3,024,815 3,052,921 Digital assets not measured at fair value not meaningful 1,147,049 1,111,613 Total digital assets $ 4,171,864 $ 4,164,534 December 31, 2024 (in thousands except for quantity) Quantity Historical cost Carrying value Bitcoin 13,704 $ 1,335,194 $ 1,277,816 Ether 112,248 378,907 373,871 USDC 333,713,029 334,224 333,652 SOL 498,767 73,567 94,288 UNI 5,216,565 71,911 68,922 TIA 9,626,784 17,995 34,116 Other not meaningful 231,228 195,357 Digital assets measured at fair value 2,443,026 2,378,022 Digital assets not measured at fair value not meaningful 598,295 550,203 Total digital assets $ 3,041,321 $ 2,928,225 As of September 30, 2025, Aave , Spark , and Kamino represented approximate ly 41 % , 19 % , and 17 %, respectively, of the Company’s digital assets associated with decentralized finance protocols. As of December 31, 2024, Sky DAO (f.k.a. Maker DAO), Coinbase (via wrapped tokens), and Aave represented approximately 41 %, 18 %, and 10 %, respectively, of the Company’s digital assets associated with decentralized finance protocols. 7.  DIGITAL ASSETS LOAN RECEIVABLE AND DIGITAL ASSETS BORROWED In the ordinary course of business, the Company enters into agreements to borrow digital assets to finance the Company’s trading operations. The Company may lend digital assets borrowed from counterparties or acquired through other operations. As of September 30, 2025 and December 31, 2024, no Digital asset loans receivable were past due. 25 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Digital Assets Loan Receivable, Net of Allowance (in thousands) September 30, 2025 December 31, 2024 Digital asset loans receivable $ 1,299,845 $ 579,954 Less: Allowance for credit losses ( 176 ) ( 424 ) Digital asset loans receivable, net $ 1,299,669 $ 579,530 Collateral Payable Associated with Digital Assets Loan Receivable (in thousands) September 30, 2025 December 31, 2024 Collateral payable — Digital assets $ 1,595,647 $ 673,427 Collateral payable — Cash 15,166 44,535 Collateral payable associated with digital assets loan receivable $ 1,610,813 $ 717,962 Digital Assets Borrowed (in thousands) September 30, 2025 December 31, 2024 Digital assets borrowed — current $ 3,055,182 $ 1,497,609 Digital assets borrowed — non-current 9,580 — Digital assets borrowed $ 3,064,762 $ 1,497,609 The Company borrows digital assets from both over-the-counter and decentralized finance sources. The most significant digital assets borrowings as of September 30, 2025 were bitcoin, USDC, tether, ether, and SOL , including associated wrapped tokens, which represented approximat ely 95 % of total Digital assets borrowed. The most significant digital assets borrowings as of December 31, 2024 were bi tcoin, ether, DAI, and SOL, including associated wrapped tokens, which represented approximately 87 % of total Digital assets borrowed. Assets Posted as Collateral Associated with Digital Assets Borrowed, Current and Non-current (in thousands) September 30, 2025 December 31, 2024 Assets posted as collateral — Digital assets $ 550,245 $ 84,221 Less: Allowance for credit loss ( 3,489 ) ( 826 ) Assets posted as collateral associated with digital assets borrowed $ 546,756 $ 83,395 Collateral deposited in decentralized finance protocols associated with digital asset loans payable to the decentralized protocols are recognized in Digital intangible assets. Collateral posted with counterparties for which the Company retains control are also recognized in Digital intangible assets. Refer to Note 6 for additional information regarding Digital intangible assets. 8.  DERIVATIVES Derivatives not designated as hedging instruments The Company enters into derivative contracts primarily for the purpose of trading, risk management, and hedging of operating costs. The Company recognized net derivative gain related to free-standing derivatives of $ 65.4 million and $ 161.2 million fo r the three and nine months ended September 30, 2025, respectively, and $ 16.3 million and $ 205.3 million for the three and nine months ended September 30, 2024, respectively. 26 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) The breakdown of the Company’s derivatives portfolio, as of September 30, 2025 and December 31, 2024 was as follows: September 30, 2025 (in thousands) Notional Amounts (1) Derivative Assets Derivative Liabilities Digital assets $ 4,289,937 $ 119,910 $ ( 48,948 ) Foreign currencies 354,282 4,433 ( 3,877 ) Equity securities 2,210,091 19,316 ( 12,707 ) Interest rates 289,446 97 ( 1,054 ) Commodities 64,284 1,954 ( 814 ) 7,208,040 145,710 ( 67,400 ) Digital assets receivable 7,153 21,432 — Embedded derivatives — Digital assets borrowed 2,970,695 58,818 ( 152,885 ) Embedded derivatives — Collateral payable 2,249,077 65,125 ( 341,053 ) Embedded derivatives — Payable to customer 88,907 1,820 — December 31, 2024 (in thousands) Notional Amounts (1) Derivative Assets Derivative Liabilities Digital assets $ 4,685,112 $ 185,208 $ ( 145,493 ) Foreign currencies 19,259 12,064 ( 10,483 ) Equity securities 1,049,846 10,343 ( 9,683 ) Interest rates 5,002 19 ( 13 ) Commodities 10,583 19 ( 186 ) 5,769,802 207,653 ( 165,858 ) Digital assets receivable 3,911 60,720 — Embedded derivatives — Digital assets borrowed 1,269,013 24,039 ( 252,635 ) Embedded derivatives — Collateral payable 1,219,247 55,848 ( 161,261 ) Embedded derivatives — Notes payable 847,500 — ( 136,192 ) _______________ (1) Notional amounts represent the U.S. Dollar denominated size of the underlying assets for the derivative instruments. While the notional amounts disclosed above give an indication of the volume of the Company’s derivatives activity, they do not accurately reflect the Company’s economic exposure as they do not reflect the Company’s long and short derivative positions. The table below represents the breakdown of collateral payable and assets posted as collateral associated with derivative positions as of September 30, 2025 and December 31, 2024: (in thousands) September 30, 2025 December 31, 2024 Collateral payable — Digital assets $ 47,876 $ 30,600 Collateral payable — Cash 7,014 30,460 Collateral payable associated with derivatives $ 54,890 $ 61,060 Assets posted as collateral — Digital assets 19 $ — Assets posted as collateral — Cash 2,050 — Assets posted as collateral associated with derivatives $ 2,069 $ — 27 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Derivatives designated as hedging instruments The Company enters into derivatives designated as cash flow hedges to manage exposure to variability in future cash flows associated with interest payments. The breakdown of the Company's portfolio of derivatives designated as hedging instruments as September 30, 2025 was as follows: September 30, 2025 (in thousands) Notional Amounts Derivative Assets Derivative Liabilities Interest rates 1,400,000 6,869 Derivatives designated as cash flow hedges $ 1,400,000 $ 6,869 $ — The following table provides information about the amount of gain (loss) related to derivatives designated as cash flow hedges for the following periods: Three months ended Nine months ended (in thousands) September 30, 2025 September 30, 2025 Gain / (loss) recognized in OCI ( 2,605 ) ( 2,605 ) Derivatives designated as cash flow hedges $ ( 2,605 ) $ ( 2,605 ) 9.  INVESTMENTS Net gain / (loss) on investments included in Gains / losses from operations in the Company’s condensed consolidated interim statements of operations consists of the following: • Net realized gains / (losses) related to sales of investments were $ 143.5 million and $ 264.1 million for the three and nine months ended September 30, 2025, respectively, and $ 73.8 million and $( 86.2 ) million for three and nine months ended September 30, 2024, respectively. • Net unrealized gains / (losses) related to investments were $ 153.2 million and $ 94.8 million for the three and nine months ended September 30, 2025, respectively, and $( 60.5 ) million and $ 61.0 million for the three and nine months ended September 30, 2024, respectively. Accumulated net unrealized gains / (losses) related to investments held by the Company in the Company’s condensed consolidated interim statements of financial position were $ 731.3 million and $ 627.1 million as of September 30, 2025 and December 31, 2024, respectively. Investments at Measurement Alternative The following table presents investments for which the measurement alternative has been elected. These investments have been valued at cost less impairment and where applicable at observable transaction prices based on orderly transactions for the identical or similar investments of the same issuer. Impairment Upward Adjustments (in thousands) Carrying Value Period to date Cumulative Period to date Cumulative September 30, 2025 $ 67,158 $ ( 16,857 ) $ ( 74,315 ) $ 6,853 $ 70,046 December 31, 2024 $ 63,227 $ ( 6,990 ) $ ( 59,608 ) $ 2,214 $ 63,652 10.  VARIABLE INTEREST ENTITIES The Company holds investments in VIEs that are not consolidated due to either a lack of variable interests or where the Company is not the primary beneficiary. The fair value option was elected for investments in non-consolidated VIEs for which the Company was deemed to have significant influence; therefore, changes in the fair 28 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) value of these investments are recorded through Gains / (losses) from operations in the Company’s condensed consolidated interim statements of operations. NAV was utilized as the practical expedient to fair value. The Company’s involvement in financing operations of the VIEs is limited to its investment in the entity. The Company does not provide performance guarantees and has no other financial obligation to provide funding to VIEs, other than its own capital commitments. The following table illustrates the Company’s maximum exposure to unconsolidated VIEs which is limited to the fair value of its investments and unfunded commitment as of period end. September 30, 2025 December 31, 2024 (in thousands) Fair Value of Investment Unfunded Commitments Maximum Exposure Fair Value of Investment Unfunded Commitments Maximum Exposure Sponsored Investment Funds $ 359,580 $ 43,337 $ 402,917 $ 398,386 $ 56,725 $ 455,111 Other VIE’s 206,738 12,294 219,032 143,145 12,294 155,439 Total $ 566,318 $ 55,631 $ 621,949 $ 541,531 $ 69,019 $ 610,550 11.  FAIR VALUE OPTION The Company elected the fair value option for certain eligible assets. The following table summarizes the financial instruments for which the fair value option has been elected: (in thousands) September 30, 2025 December 31, 2024 Assets Digital financial assets $ 322,949 $ 359,665 Investments 934,729 558,093 Total $ 1,257,678 $ 917,758 The fair value option was only elected for investments, within the Investments line item, where the Company was deemed to have significant influence and otherwise would have applied the equity method of accounting. Realized and unrealized gains / (losses) on financial instruments for which the fair value option has been elected are recorded in Gains / (losses) from operations in the Company’s condensed consolidated interim statements of operations. The following table presents the realized and net change in unrealized gains / (losses) on the financial instruments on which the fair value option was elected: Three Months Ended September 30, 2025 2024 (in thousands) Realized Gains / (Losses) Net Change in Unrealized Gains / (Losses) Realized Gains / (Losses) Net Change in Unrealized Gains / (Losses) Investments $ 55,310 $ 48,195 $ 72,493 $ ( 63,003 ) Nine Months Ended September 30, 2025 2024 (in thousands) Realized Gains / (Losses) Net Change in Unrealized Gains / (Losses) Realized Gains / (Losses) Net Change in Unrealized Gains / (Losses) Investments $ 87,823 $ 18,133 $ 75,695 $ 43,670 Realized and unrealized gains for digital assets classified as financial assets were $ 6.0 million and $ 2.8 million for the three and nine months ended September 30, 2025, respectively, and were not significant for the three and nine months ended September 30, 2024. 29 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) 12.  FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements Items measured on a recurring basis at fair value: As of September 30, 2025 (in thousands) Level 1 Level 2 Level 3 Total Assets Digital financial assets $ 157,944 $ 165,005 $ — $ 322,949 Digital intangible assets at fair value 2,402,298 326,843 831 2,729,972 Digital assets loan receivable, net of allowance — Financial assets — 380,127 — 380,127 Digital assets receivable 49 — 21,383 21,432 Assets posted as collateral — Digital assets — 716,754 — 716,754 Derivative assets 129,709 22,870 — 152,579 Embedded derivative — Collateral payable — Digital assets — 65,125 — 65,125 Embedded derivative — Digital assets borrowed — 58,818 — 58,818 Embedded derivative - Payable to customer — 1,820 — 1,820 Investments (1) 843,960 99 866,878 1,710,937 $ 3,533,960 $ 1,737,461 $ 889,092 $ 6,160,513 Liabilities Investments sold short (2) $ 213,941 $ — $ — $ 213,941 Derivative liabilities 43,426 23,974 — 67,400 Embedded derivative — Digital assets borrowed — 152,885 — 152,885 Embedded derivative — Collateral payable — 341,053 — 341,053 $ 257,367 $ 517,912 $ — $ 775,279 __________________ (1) Excludes equity securities measured utilizing net asset value as a practical expedient of $ 328.1 million and investments utilizing the measurement alternative of $ 67.2 million as they are without readily determinable fair values. (2) Investments sold short are included in Other current liabilities in the Company’s condensed consolidated interim statements of financial position. 30 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) As of December 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Assets Digital financial assets $ 354,851 $ 4,814 $ — $ 359,665 Digital intangible assets at fair value 1,929,661 68,239 20,457 2,018,357 Digital assets loan receivable, net of allowance — Financial assets — 393,734 — 393,734 Digital assets receivable 204 24 60,492 60,720 Assets posted as collateral — Digital assets — 278,527 — 278,527 Derivative assets 188,836 18,817 207,653 Embedded derivative — Collateral payable — 55,848 — 55,848 Embedded derivative — Digital assets borrowed — 24,039 — 24,039 Investments (1) 751,220 — 524,573 1,275,793 $ 3,224,772 $ 844,042 $ 605,522 $ 4,674,336 Liabilities Investments sold short $ 6,524 $ — $ — $ 6,524 Derivative liabilities 58,155 107,703 165,858 Embedded derivative — Digital assets borrowed 252,635 252,635 Embedded derivative — Collateral payable 161,261 161,261 Embedded derivative — Notes payable — — 136,192 136,192 $ 64,679 $ 521,599 $ 136,192 $ 722,470 __________________ (1) Excludes equity securities measured utilizing net asset value as a practical expedient of $ 304.5 million and equity securities utilizing the measurement alternative of $ 63.2 million as they are without readily determinable fair values. Nonrecurring Fair Value Measurements Impairment losses are recognized for Digital intangible assets carried at the lower of cost or impaired value and Property and equipment, net when their carrying amounts exceed fair value. See Note 14 for additional information on impairment of Property and equipment. The carrying values for Digital intangible assets carried at the lower of cost or impaired value were $ 1.1 billion and $ 550.2 million as of September 30, 2025 and December 31, 2024, respectively. The Company categorized the fair value measurements for Property and equipment, net as Level 3. 31 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) The following tables summarize changes in assets and liabilities measured and reported at fair value for which Level 3 inputs have been used to determine fair value for the periods ended September 30, 2025 and December 31, 2024, respectively. (in thousands) Assets Fair value, Beginning Balance Purchases Sales /Distributions Net Realized Gain / (Loss) Net Unrealized Gain / (Loss) Transfers in /(out) of Level 3 Fair value, Ending Balance Digital intangible assets September 30, 2025 $ 20,457 $ — $ — $ — $ ( 1,255 ) $ ( 18,371 ) $ 831 December 31, 2024 $ 68,004 $ — $ — $ — $ ( 17,043 ) $ ( 30,504 ) $ 20,457 Digital assets receivable September 30, 2025 $ 60,492 $ 2,250 $ — $ — $ 7,644 $ ( 49,003 ) $ 21,383 December 31, 2024 $ 20,569 $ — $ ( 4,727 ) $ 4,724 $ 52,477 $ ( 12,551 ) $ 60,492 Investments September 30, 2025 $ 524,573 $ 423,351 $ ( 268,501 ) $ 148,128 $ 56,638 $ ( 17,311 ) $ 866,878 December 31, 2024 $ 364,576 $ 129,188 $ ( 221,564 ) $ 117,036 $ 119,803 $ 15,534 $ 524,573 Embedded derivative — Notes payable September 30, 2025 $ 136,192 $ — $ — $ — $ — $ ( 136,192 ) $ — December 31, 2024 $ 10,472 $ 93,993 $ — $ — $ 31,727 $ — $ 136,192 Transfers in and out of Level 3 are considered to have occurred at the beginning of the period the transfer occurred. For the period ended September 30, 2025, gross transfers into Level 3 were $ 4.9 million and gross transfers out of Level 3 were $ 225.8 million. The transfers into Level 3 for Investments were due to fair value adjustments determined by unobservable market inputs. The transfers into Level 3 for Digital assets receivable were due to underlying token launches of contracts held. The transfers out of Level 3 for Investments were due to conversion of warrants and preferred stock into publicly traded common stock. Transfers out of Level 3 for Digital assets receivable and Digital assets were due to removal of restrictions. Transfers out of Level 3 for Embedded derivative - Notes payable was due to the Reorganization Transactions. See Note 18 for additional information. For the year ended December 31, 2024, gross transfers into Level 3 were $ 21.2 million and gross transfers out of Level 3 were $ 48.7 million. The transfers into Level 3 for Investments were due to fair value adjustments determined by unobservable market inputs. The transfers into Level 3 for Digital assets receivable were due to underlying token launches of contracts held. Transfers out of Level 3 for Investments related to a conversion of a convertible note upon emergence from a bankruptcy during the year. Transfers out of Level 3 for Digital assets receivable and Digital assets were due to the removal of restrictions. 32 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) The following table presents additional information about valuation methodologies and significant unobservable inputs used for assets and liabilities that are measured and reported at fair value and categorized within Level 3 as of September 30, 2025 and December 31, 2024, respectively: Financial Instrument Fair Value at September 30, 2025 (in thousands) Significant Unobservable Inputs Range Weighted Average Digital intangible assets $ 831 Marketability discount 11.4 % 11.4 % Digital assets receivable $ 21,383 Marketability discount 2.3 % - 75.0 % 54.9 % Investments $ 866,878 Time to liquidity event (years) 0.3 - 10.0 5.7 Annualized equity volatility 60.0 % - 90.0 % 80.2 % Risk free rate 3.4 % - 4.3 % 3.9 % Market adjustment discount 25.0 % - 90.0 % 24.2 % Market adjustment premium 150.0 % - 180.0 % 173.0 % Marketability discount 16.8 % - 35.0 % 26.5 % Expected dividend payout ratio — % — % Enterprise value to LTM revenue multiple 2.5 x - 3.8 x 3.3 x Enterprise value to projected revenue multiple 3.5 x - 5.5 x 4.8 x Enterprise value to annualized revenue 2.5 x - 10.0 x 5.3 x EV to gross profit 6.0 x 6.0 x Recovery percentage 44.0 % 44.0 % Financial Instrument Fair Value at December 31, 2024 (in thousands) Significant Unobservable Inputs Range Weighted Average Digital intangible assets $ 20,457 Marketability discount 15.9 % - 45.2 % 32.1 % Digital assets receivable $ 60,492 Marketability discount 5.5 % - 72.8 % 35.8 % Investments $ 524,573 Time to liquidity event (years) 1.0 - 5.0 4.1 Annualized equity volatility 70.0 % - 90.0 % 88.8 % Risk free rate 3.4 % - 4.4 % 4.2 % Market adjustment discount 30.0 % - 90.0 % 41.0 % Market adjustment premium 25.0 % - 130.0 % 79.6 % Marketability discount 3.5 % - 51.8 % 26.0 % Expected dividend payout ratio — % — % Enterprise value to LTM revenue multiple 2.5 x - 16.8 x 10.8 x Enterprise value to projected revenue multiple 2.0 x - 10.5 x 7.0 x Enterprise value to annualized revenue 3.5 x - 9.0 x 6.7 x Enterprise value to LTM volume 3.0 x 3.0 x Enterprise Value to ARR 8.5 x - 15.8 x 10.9 x Price to tangible book value 1.5 x 1.5 x Enterprise value to projected EBITDA 9.0 x - 14.0 x 11.5 x Scenario probability 35.0 % 35.0 % Recovery percentage 35.0 % - 61.6 % 51.5 % Embedded derivative — Notes payable $ 136,192 Volatility 45.6 % - 75.0 % 55.4 % Risk free rate 4.2 % - 4.4 % 4.3 % Time-step (years) 0.004 0.004 33 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Increases and/or decreases in the various unobservable inputs used to determine the Level 3 valuations could result in significantly higher or lower fair value measurements. Financial Instruments Not Measured at Fair Value The following table presents the fair value of financial instruments not measured at fair value in the Company’s condensed consolidated interim statements of financial position. This table excludes non-financial assets and liabilities. As of September 30, 2025 (in thousands) Carrying Value Fair Value Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,137,426 $ 1,137,426 $ 1,137,426 $ — $ — Assets posted as collateral – Cash 2,050 2,050 — 2,050 — Accounts receivable 71,953 71,953 — 71,953 — Loans receivable 642,671 642,671 — 642,671 — Total Assets $ 1,854,100 $ 1,854,100 $ 1,137,426 $ 716,674 $ — Accounts payable and accrued liabilities $ 421,355 $ 421,355 $ — $ 421,355 $ — Notes payable 1,150,287 1,232,373 — 1,232,373 — Collateral payable — Cash 22,180 22,180 — 22,180 — Payable to customers — Cash 87,249 87,249 — 87,249 — Loans payable 316,916 316,916 — 316,916 — Settlement liability 149,445 151,029 — 151,029 — Total Liabilities $ 2,147,432 $ 2,231,102 $ — $ 2,231,102 $ — As of December 31, 2024 (in thousands) Carrying Value Fair Value Level 1 Level 2 Level 3 Cash and cash equivalents $ 462,103 $ 462,103 $ 462,103 $ — $ — Assets posted as collateral – Cash — — — — — Accounts receivable 55,279 55,279 55,279 — — Loans receivable 476,620 476,620 — 476,620 — Total Assets $ 994,002 $ 994,002 $ 517,382 $ 476,620 $ — Accounts payable and accrued liabilities $ 281,531 $ 281,531 $ 281,531 $ — $ — Notes payable 845,186 836,402 — 836,402 — Collateral payable — Cash 74,995 74,995 — 74,995 — Payable to customers — Cash 19,520 19,520 — 19,520 — Loans payable 510,718 510,718 — 510,718 — Settlement liability 149,445 151,029 — 151,029 — Total Liabilities $ 1,881,395 $ 1,874,195 $ 281,531 $ 1,592,664 $ — 13.  LOANS RECEIVABLE In the general course of business, the Company offers fiat-denominated loans to counterparties against digital assets or other collateral. No loans receivable were on nonaccrual status as of September 30, 2025 or December 31, 2024. 34 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Loans Receivable, Current and Non-current (in thousands) September 30, 2025 December 31, 2024 Loans receivable $ 635,919 $ 476,620 Loans receivable, non-current 7,300 — Less: allowance for credit loss ( 548 ) — Loans receivable, current and non-current $ 642,671 $ 476,620 Loans receivable are scheduled to be repaid during the following periods: (in thousands) Amounts 2025 $ 576,114 2026 60,293 2027 1,088 2028 3,688 2029 1,188 2030 300 Loans receivable, current and non-current $ 642,671 Balances represent loan principal and exclude accrued interest receivable on loans. Collateral Payable Associated with Loans Receivable, Current and Non-current (in thousands) September 30, 2025 December 31, 2024 Collateral payable — Digital assets $ 881,476 $ 620,633 Collateral payable — Cash — — Collateral payable associated with loans receivable, current and non-current $ 881,476 $ 620,633 Interest income related to the Company’s Loans receiva ble was $ 11.4 million and $ 38.1 million fo r the three and nine months ended September 30, 2025, respectively, and $ 12.9 million and $ 38.3 million for the three and nine months ended September 30, 2024, respectively. 14.  PROPERTY AND EQUIPMENT The following table represents property and equipment balances and accumulated depreciation as of September 30, 2025 and December 31, 2024: (in thousands) September 30, 2025 December 31, 2024 Corporate assets (1) $ 12,792 $ 11,093 Mining equipment 162,977 172,572 Data center infrastructure (2) 67,669 113,710 Land 35,129 12,809 WIP / Construction in progress (3) 803,955 35,777 Property and equipment, gross 1,082,522 345,961 Less: Accumulated depreciation ( 70,224 ) ( 57,934 ) Less: Impairment (4) ( 138,239 ) ( 50,989 ) Property and equipment, net $ 874,059 $ 237,038 35 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) __________________ (1) Corporate assets balances primarily relate to computer equipment, leasehold improvements, and furniture and fixtures. (2) Data center infrastructure comprises land and improvements associated with our mining and Artificial Intelligence (“AI”) and High Performance Computing (“HPC”) leasing businesses. During the nine months ended September 30, 2025, a portion of data center infrastructure assets were transferred to WIP / Construction in progress as they are undergoing enhancements to support deployment of Galaxy’s AI/HPC operations. (3) WIP/Construction in progress related to data center infrastructure under construction. (4) Recognized in General and administrative expenses in the Company’s condensed consolidated interim statements of operations. Depreciation expense of $ 3.4 million and $ 15.6 million for the three and nine months ended September 30, 2025, respectively, and $ 8.4 million and $ 22.7 million for the three and nine months ended September 30, 2024, respectively, is included in General and administrative expenses in the Company’s condensed consolidated interim statements of operations. Impairment of Mining Equipment and Related Infrastructure The Company assesses mining equipment and related infrastructure for impairment when a triggering event is identified. As a result of a change of anticipated use of the mining equipment and related infrastructure in fiscal year 2025 during the three and nine months ended September 30, 2025, the Company recognized an impairmen t of $ 38.0 million and $ 87.3 million, respectively, in relation to its mining equipment and related infrastructure, including assets in WIP/Construction in progress, which was applicable to the Treasury and Corporate segment. Impairment testing of assets held for use requires determination of recoverability using unobservable inputs such as estimated future cash flows and involves significant judgment. The Company estimated the future cash flows related to mining equipment and related infrastructure using the bitcoin price and network difficulty, as well as expected hosting cost as key inputs. 15.  LEASES Lessor Deferred lease revenue represents payments received in advance of the Company’s performance obligation under the lease agreements in its Data Centers segment. Deferred lease revenue is recognized as income on a straight-line basis over the term of the lease agreement. (in thousands) Nine Months Ended September 30, 2025 Beginning balance $ — Lease billings in advance of performance obligation 133,333 Revenue recognized during the period — Ending Balance $ 133,333 Lessee The Company enters into leases primarily for real estate, substantially all of which are used in connection with its operations. Operating lease costs were $ 1.4 million and $ 4.4 million for the three and nine months ended September 30, 2025, respectively, and $ 1.5 million and $ 4.5 million for the three and nine months ended September 30, 2024, respectively. Variable lease costs, which are included in operating lease costs, were not material for the three and nine months ended September 30, 2025 and September 30, 2024. 36 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Supplemental disclosures for the Company’s condensed consolidated interim statements of cash flows: (in thousands) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Net cash provided by / (used in) operating activities Cash paid in the measurement of operating lease liabilities $ 4,197 $ 4,457 Supplemental statement of financial position and other disclosures related to operating lease right-of-use assets: (in thousands, except lease term and discount rate) September 30, 2025 December 31, 2024 Operating lease right-of-use assets $ 9,222 $ 8,223 Operating lease liabilities 11,308 10,229 Weighted average remaining lease term 3.2 years 3.6 years Weighted average discount rate (1) 10 % 10 % __________________ (1) The weighted average discount rate represents the Company’s incremental borrowing rate. The following table represents future minimum lease payments of the Company’s operating lease liabilities as of September 30, 2025: (in thousands) Lease liability Year ending December 31, 2025 $ 1,428 2026 4,613 2027 4,111 2028 3,522 2029 429 Total future minimum lease payments 14,103 Less: Interest 2,795 Total lease liability $ 11,308 16.  GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table reflects the changes in the carrying amount of goodwill: (in thousands) September 30, 2025 December 31, 2024 Balance, beginning of period $ 58,037 $ 44,257 Additions due to acquisitions (Note 3) 4,622 13,780 Balance, end of period $ 62,659 $ 58,037 The Company recognized no impairment of Goodwill for the periods ended September 30, 2025 and September 30, 2024. All goodwill is allocated to the Digital Assets segment. 37 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Other Intangible Assets The following table represents intangible assets and accumulated amortization as September 30, 2025 and December 31, 2024: (in thousands) September 30, 2025 December 31, 2024 Software technology (1) $ 44,252 $ 40,508 Other purchased finite-life intangible assets 13,701 13,701 Indefinite-lived intangible asset 1,761 1,761 Intangible assets, gross 59,714 55,970 Less: Accumulated amortization ( 30,448 ) ( 18,619 ) Intangible assets, net $ 29,266 $ 37,351 _________________ (1) Includes capitalized equity based compensation of $ 4.5 million and $ 3.1 million as of September 30, 2025 and December 31, 2024, respectively. The Company estimates that there is no significant residual value related to its finite-life intangible assets. The expected future amortization expense for currently amortizing finite-life intangible assets for the next five years is as follows: (in thousands) Amounts 2025 $ 4,433 2026 9,573 2027 6,648 2028 5,330 2029 and beyond 403 Total future amortization expense $ 26,387 17.  COMMITMENTS AND CONTINGENCIES Leases As of September 30, 2025 and December 31, 2024, the Company had commitments primarily under three leases. Refer to Note 15 for further information on lease commitments. Investment and Loan Commitments As of September 30, 2025 and December 31, 2024, the Company was obligated to seven portfolio companies, all of which are non-consolidated variable interest entities (VIEs), to fund up to $ 55.6 million and $ 69.0 million, respectively. Subsequent to the period ended September 30, 2025, $ 1.5 million of this amount has been funded. Refer to Note 10 for further information on VIEs. As of September 30, 2025 and December 31, 2024, the Company had outstanding credit facilities to counterparties and arrangements to finance delayed trading settlement up to three days totaling $ 80.0 million and $ 60.0 million, respectively, and had funded $ 79.9 million and $ 39.9 million in relation to these facilities as of September 30, 2025 and December 31, 2024, respectively. Credit facilities are supported by counterparties’ assets. There were no additional fundings of these facilities subsequent to period end. 38 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Contractual Commitments As of September 30, 2025 and December 31, 2024, the Company had an outstanding commitment for the construction of improvements at its Helios facility totaling $ 908.8 million and $ 9.1 million, respectively. Indemnifications The Company has provided standard representations for agreements and customary indemnification for claims and legal proceedings. Insurance has been purchased to mitigate certain of these risks. Generally, there are no stated or notional amounts included in these indemnifications and the contingencies triggering the obligation for indemnification are not expected to occur. Furthermore, counterparties to these transactions often provide comparable indemnifications. The Company is unable to develop an estimate of the maximum payout under these indemnifications for several reasons. In addition to the lack of a stated or notional amount in a majority of such indemnifications, it is not possible to predict the nature of events that would trigger indemnification or the level of indemnification for a certain event. The Company believes, however, that the possibility of making any material payments for these indemnifications is remote. As of September 30, 2025 and December 31, 2024, there was no liability accrued under these arrangements. Legal and Regulatory Matters In the ordinary course of business, the Company and its subsidiaries and affiliates may be threatened with, named as defendants in, or made parties to pending and potential legal actions, including class actions, arbitrations and other disputes. The Company and its subsidiaries and affiliates are also subject to oversight by numerous regulatory and other governmental agencies and may receive inspection requests, investigative subpoenas and requests from regulators for documents and information, which could lead to enforcement investigations and actions. The Company reviews any lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with its accounting policies. Except as discussed below, the Company does not believe that the ultimate resolution of existing legal and regulatory outstanding matters will have a material effect on our financial condition or liquidity. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially. Luna Matters: On March 27, 2025, Galaxy reached an agreement with the New York State Attorney General to resolve civil claims relating to certain investments, trading, and public statements made in connection with the LUNA digital asset from late 2020 to 2022. As of September 30, 2025, the Company had accrued a legal provision of $ 149.4 million. The accrued amounts include the impact of discounting the estimated cash flows at a rate of approximately 4.3 %. The undiscounted amount of the settlement was $ 160.0 million as of September 30, 2025 and payable between 2026 and 2028, with a payment of $ 40.0 million in 2026, and a payment of $ 60.0 million in each of 2027 and 2028. Under the terms of the settlement, Galaxy also agreed to, among other things, compliance enhancements related to public statements about cryptocurrency and purchases and sales of cryptocurrency. In December 2022, a proposed class action was filed in the Ontario Superior Court of Justice against GDH Ltd., our Chief Executive Officer (“CEO”) and our former Chief Financial Officer asserting various claims including alleged misrepresentations relating to our public disclosure regarding investments and trading in the LUNA digital asset. The class action purports to be brought on behalf of a proposed class of persons and entities who acquired our securities on the secondary market from May 17, 2021 to and including May 6, 2022. The class action seeks unspecified damages and various declaratory relief, including leave to proceed with the right of action for misrepresentation under statutory securities provisions. These proceedings are still in early stages and have not been certified to proceed as a class action. The plaintiff’s motion for leave and certification is scheduled to be heard in April 2026. Based on the stage of the case, the outcome remains uncertain, and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. 39 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Tax Distributions The GDH LP 7th Amended and Restated Limited Partnership Agreement (the “LPA”), executed in connection with the Reorganization Transactions in May 2025, provides for pro rata cash distributions to the holders of LP Units for purposes of funding partner tax obligations in respect of the taxable income of GDH LP that is allocated to them. Generally, these tax distributions are computed based on GDH LP’s estimate of the net taxable income of GDH LP allocable to each holder of LP Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident of New York, New York (taking into account the non-deductibility of certain expenses and the character of GDH LP’s income). Amounts distributed pursuant to such tax distribution provision were treated as an advance against, and reduced (on a dollar for dollar basis), future amounts that would otherwise be distributable to such holders of LP Units. Prior to the Reorganization Transactions, GDH LP’s then-effective limited partnership agreement permitted the prior general partner of GDH LP, Galaxy Digital Holdings GP LLC (“GDH GP LLC”), to direct GDH LP to make tax distributions to the holders of LP Units. Tax-related distributions of $ 9.4 million and $ 49.3 million were paid during the three and nine months ended September 30, 2025, respectively, and tax-related distributions of $ 9.6 million and $ 55.3 million were paid during the three and nine months ended September 30, 2024, respectively. In December 2021, July 2024, and during the nine months ended September 30, 2025, the Company contributed approximately $ 523.0 million, $ 20.0 million, and $ 634.8 million, respectively, into wholly-owned subsidiaries through which the Company operates bitcoin mining, qualified digital assets and blockchain related activities, and AI/HPC leasing activities in qualified opportunity zones. The qualified opportunity zone program was established by Congress under the Tax Cuts and Jobs Act of 2017 to encourage long-term investments in low-income urban and rural communities nationwide, and through which taxpayers may defer eligible capital gains provided they meet the program’s requirements. In December 2026, the Company will be required to recognize capital gains on 90 % of the contributed amount for U.S. federal tax purposes, which will be allocated to the limited partner unit holders of GDH LP including the noncontrolling interest holders of the Company, in accordance with their ownership interests at that time. As such depending on facts and circumstances at that time, the Company may be required to make additional tax distributions to its noncontrolling interest holders. 18.  LOANS AND NOTES PAYABLE Loans Payable In the ordinary course of business the Company may borrow fiat currency, such as US dollars, to facilitate digital asset trading and lending activity. For the majority of these loans, there is no set repayment term and the Company can prepay without penalty. (in thousands) September 30, 2025 December 31, 2024 Loans payable $ 316,916 $ 510,718 Interest expense related to the Company’s loans payable was $ 3.9 million and $ 11.7 million for the three and nine months ended September 30, 2025, respectively, and $ 3.6 million and $ 8.2 million for the three and nine months ended September 30, 2024, respectively. Assets Posted as Collateral Associated with Loans Payable (in thousands) September 30, 2025 December 31, 2024 Assets posted as collateral — Digital assets $ 166,490 $ 194,306 Less: Allowance for credit losses ( 446 ) ( 554 ) Assets posted as collateral associated with digital asset loans payable $ 166,044 $ 193,752 40 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Notes Payable GDH LP issued $ 500 million aggregate principal amount of 3.00 % exchangeable senior notes (the “2026 Exchangeable Notes”) on December 9, 2021, and $ 402.5 million aggregate principal amount of 2.500 % exchangeable senior notes on November 25, 2024 (the “2029 Exchangeable Notes” and, together with the 2026 Exchangeable Notes, the “Exchangeable Notes”). Outstanding 2026 Exchangeable Notes and 2029 Exchangeable Notes will mature and the aggregate principal amount is due in 2026 and 2029, respectively, unless earlier exchanged, redeemed or repurchased. Interest on the Exchangeable Notes is payable semi-annually. There were no origination discounts or premiums associated with the Exchangeable Notes. The 2026 Exchangeable Notes have an initial exchange rate of 7,498.2210 shares of Class A common stock per $ 250,000 principal amount and the 2029 Exchangeable Notes have an initial exchange rate of 10,497.5856 shares of Class A common stock per $ 250,000 principal amount. All Exchangeable Notes issued are subject to certain selling and transfer restrictions set forth in each investor’s note purchase agreement and as set forth in the applicable indenture that governs the Exchangeable Notes. Prior to the Reorganization Transactions, the Company determined that the exchange features represented derivative financial instruments embedded in the Exchangeable Notes as the notes were exchangeable for ordinary shares of GDH Ltd., an unconsolidated affiliate. The exchange feature was recorded at fair value as a discount to the value of the Exchangeable Notes as of the applicable inception date. Accordingly, the Company recorded aggregate discounts of $ 71.0 million and $ 94.0 million for the fair value of the derivative liability at inception of the 2026 Exchangeable Notes and the 2029 Exchangeable Notes, respectively. The difference between the proceeds allocated to the exchangeable instrument at issuance and the fair value of the exchange feature was allocated to the host contract. Upon the completion of the Reorganization Transactions, given the Exchangeable Notes are now exchangeable for Class A common stock of GDI, the embedded derivative no longer meets the bifurcation criteria and the net loss from the inception of the derivative was reclassified to equity which is reflected in the Impact of Reorganization Transactions in the Company’s condensed consolidated interim statements of changes in equity. As of December 31, 2024, the Exchangeable Notes and the associated derivative liability are shown as Notes payable in the Company’s condensed consolidated interim statements of financial position. On initial recognition of the 2026 Exchangeable Notes and the 2029 Exchangeable Notes, debt issuance costs of $ 13.4 million and $ 13.6 million, respectively, were recognized as a reduction of Notes payable and are being expensed over the term of the debt. The unamortized debt issuance cost as of September 30, 2025 and December 31, 2024 was $ 15.0 million and $ 18.5 million, respectively. As of September 30, 2025 and December 31, 2024, there was $ 847.5 million in principal outstanding of the Exchangeable Notes. The interest expense from the Exchangeable Notes for the three and nine months ended September 30, 2025 was $ 14.4 million and $ 42.7 million , including coupon interest of $ 5.9 million and $ 17.6 million , respectively, and $ 7.1 million and $ 21.1 million, including coupon interest of $ 3.3 million and $ 10.0 million, for the three and nine months ended September 30, 2024, respectively. The effective interest rates on the 2026 and 2029 Exchangeable Notes are 7.0 % and 9.2 % , respectively. Credit Agreement On August 15, 2025, Galaxy Helios I LLC (“Galaxy Helios I”), a wholly owned subsidiary of GDH LP, entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG providing for a senior secured term loan facility in an aggregate principal amount of up to $ 1.4 billion. The intended use for this facility is to finance the construction and development of a data center project in Dickens County, Texas and related costs. As of September 30, 2025, the outstanding amount drawn on this facility was $ 433.5 million, which is recognized within Notes payable in the Company’s condensed consolidated interim statements of financial position. Commitments under the Credit Agreement will mature on August 15, 2028, unless otherwise earlier terminated pursuant to the terms of the Credit Agreement. Galaxy Helios I may repay amounts borrowed and/or terminate the commitments under the Credit Agreement (in whole or part) at any time subject to the payment of a Prepayment Premium (as defined in the Credit Agreement). 41 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Loans under the Credit Agreement bear interest at a rate per annum equal to the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 4.75 %, subject to a floor of 2.5 %. The Company utilizes cash flow hedges, primarily interest rate caps, to mitigate its exposure to variability in the associated interest rate. Subject to customary exceptions, the Credit Agreement contains certain limitations on the ability of Galaxy Helios I to engage in certain activities, including incurring indebtedness and liens, making investments, entering into affiliate transactions and undergoing fundamental changes. The Credit Agreement also contains a financial maintenance covenant, requiring Galaxy Helios I to maintain a minimum debt service coverage ratio of 1.40 beginning with the first full quarter after Stabilization (as defined in the Credit Agreement) and a maximum loan to cost ratio of 80 % on the closing date and each fiscal quarter thereafter until Stabilization (as defined in the Credit Agreement). The Credit Agreement contains customary events of default, including, without limitation, payment defaults, covenant defaults, breaches of certain representations and warranties, cross defaults to certain indebtedness, certain events of bankruptcy and insolvency, certain judgments, change of control, certain ERISA events, the termination of certain contracts, the misuse of funds and the invalidity of the loan documents. As of September 30, 2025, the Company’s notes payable repayment obligation was as follows: (in thousands) Amount Due 2025 $ — 2026 445,000 2027 — 2028 433,471 2029 402,500 Total 1,280,971 19.  EQUITY Issued Common Stock The Company has two classes of ownership interests: (1) Class A common stock, which shares are traded on Nasdaq and the TSX under the ticker “GLXY,” and (2) Class B common stock, which shares are held by Galaxy Group Investments LLC, an entity controlled by our founder and CEO, current and former employees of GDH LP as part of the GDH LP employee compensation plan and certain former shareholders. Shares of Class B common stock do not entitle holders to economic returns in the Company. GDH LP has one class of LP Units, which are held by the Company and the holders of the Class B common stock. Under the terms of the LPA, LP Units are exchangeable for the Company’s Class A common stock on a one-for-one basis subject to certain limitations and customary adjustments for stock splits, stock dividends and other similar transactions. On receipt of a request to exchange, the Company, as the general partner, cancels the (1) LP Unit(s) and (2) the share(s) of Class B Common Stock, and issues a corresponding amount of Class A common stock. Upon such exchange, GDH LP issues an equivalent number of LP Units to the Company. Alternatively, at the election of the Company, it may deliver cash in an amount of equivalent value in lieu of the Company’s Class A common stock to an exchanging LP Unitholder. 42 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) During the three and nine months ended September 30, 2025, a total of 2,000,000 and 13,977,011 shares of Class B common stock, respectively, were cancelled in connection with exchanges of LP Units for shares of Class A common stock. During the three and nine months ended September 30, 2025 and September 30, 2024, there were tax-related distributions of $ 9.4 million, $ 49.3 million, $ 9.6 million and $ 55.3 million, respectively, made for the purpose of covering GDH LP Unitholders’ tax expense due to 2025 and 2024 taxable income. The majority of the recipients of the tax distributions are related parties. See Note 21 for further information on related party transactions. The Company issues shares of Class A common stock on the exercise of stock options and the vesting and settlement of restricted share units. Shares of Class A common stock may also be cancelled in association with withholding obligations on vested and settled restricted share units. Modification of Cash-Settled Awards On August 19, 2025, the Company commenced a tender offer (the “Tender Offer”) to exchange outstanding and unvested cash-settled Non-Treasury Share Unit Plan Restricted Share Units (“NTSUP RSUs”) for share-settled RSUs (“LTIP RSUs”) under the Amended and Restated Galaxy Digital Inc. Long Term Incentive Plan (the “LTIP”). All eligible employees that participated in the Tender Offer also received five additional LTIP RSUs. The Tender Offer expired on September 16, 2025. A total of 411,603 NTSUP RSUs were accepted for exchange in the Tender Offer and 412,133 LTIP RSUs were issued upon such exchange. All tendered NTSUP RSUs were cancelled effective as of September 17, 2025. In accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”) , the carrying amount of the liability immediately prior to the modification, totaling $ 8.0 million, was reclassified to equity as additional paid-in capital. The incremental cost of $ 4.8 million will be recognized over the remaining life of the outstanding LTIP RSUs. On August 1, 2025, subsequent to Board approval, the Company amended its existing Stock Appreciation Rights (“SARs”) to convert them from cash-settled to share-settled under the LTIP. A total of 553,181 SARs were converted to share-settled. In accordance with ASC 718, the carrying amount of the liability immediately prior to the modification, totaling $ 9.3 million, was reclassified to equity as additional paid-in capital. The incremental cost of $ 3.8 million will be recognized over the remaining life of the outstanding SARs. Public Offering In June 2025, the Company and certain selling stockholders sold 35,980,967 shares of Class A common stock in an underwritten public offering, of which 26,400,000 were sold by the Company and 9,227,011 were sold by the selling stockholders upon their exchange of shares of Class B common stock and corresponding LP Units for shares of Class A common stock, at an offering price of $ 19.00 per share. Net proceeds to the Company from the offering were approximately $ 477.8 million after deducting underwriting discounts and offering costs. The Company did not receive any proceeds from the sale of Class A common stock by the selling stockholders. Unit Holders of GDH LP Prior to the Reorganization Transactions, the Company had two classes of ownership interests, representing limited partner interests: (1) GDH LP Class A Units, which were subdivided into GDH LP A-1 Units, all of which were held by GDH Ltd., and GDH LP A-2 Units, all of which were held indirectly by GDH Ltd., through GDH Ltd.’s wholly owned U.S. subsidiary, GDH Intermediate LLC; and (2) GDH LP Class B Units, all of which were held by GGI, employees of GDH LP as part of the GDH LP employee compensation plan and certain former shareholders. The GDH LP Class A Units and GDH LP Class B Units ranked pari passu to all distributions from GDH LP. Pursuant to the Reorganization Transactions, GDH LP has one class of ownership interest, representing limited partner interests. See Note 1 for a description of the Reorganization Transactions. 43 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) 20.  EARNINGS PER SHARE The Company calculates basic earnings per share by dividing net income attributable to the Class A common stock holders by the weighted-average number of Class A common stock outstanding during the period. Earnings per share presented for periods prior to the completion of the Reorganization Transactions assume that the post reorganization equity structure of the Company was in place at that time. Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Basic income (loss) per share $ 1.19 $ ( 0.10 ) $ 0.76 $ 0.61 Net income (loss) used in the calculation of basic income (loss) per share $ 208,468 $ ( 12,251 ) $ 113,027 $ 72,718 Weighted average number of Class A common stock shares for the purposes of basic income (loss) per share 174,709,471 125,360,919 148,730,331 118,988,998 The following table sets forth the computation of diluted earnings per share: Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Diluted income (loss) per share $ 1.01 $ ( 0.10 ) $ 0.56 $ 0.55 Net income (loss) used in the calculation of diluted income (loss) per share $ 223,156 $ ( 33,330 ) $ 209,257 $ 72,718 Weighted average number of Class A common stock for the purposes of diluted income (loss) per share 221,463,809 341,208,036 375,881,574 132,996,975 In addition, the following potentially dilutive shares were excluded from the diluted earnings per share calculation as they were anti-dilutive for the periods presented. Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Compensatory LP units — 15,226 — — Exchangeable LP units — — — 215,894,031 Compensatory awards — 13,824,890 — — Noncontrolling interests 202,646,202 — — — Exchangeable Notes — 13,346,833 30,247,946 13,346,833 Total 202,646,202 27,186,949 30,247,946 229,240,864 21.  RELATED PARTY TRANSACTIONS The Company’s related parties include entities over which it exercises significant influence and its key management personnel. Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Distributions Tax-related distributions of $ 9.4 million and $ 49.3 million were paid during the three and nine months ended September 30, 2025, respectively, and tax-related distributions of $ 9.6 million and $ 55.3 million were paid during the three and nine months ended September 30, 2024, respectively. A majority of the recipients of the distributions were related parties. Tax Receivables Agreement On July 31, 2018, GDH Ltd. entered into a tax receivables agreement (the “Original TRA”) with holders of Class B Units in GDH LP (each such person and any permitted transferee, a “TRA Holder” and together, the “TRA 44 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Holders”). The Original TRA generally provided for the payment by GDH Ltd. of 85% of the cash savings, if any, in U.S. federal, state, local, and non-US income tax that GDH Ltd. actually realized (or was deemed to realize in certain circumstances), as applicable to each TRA Holder, as a result of (i) certain increases in tax basis that occur as a result of GDH Ltd.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Class B Units in connection with the arrangement and (ii) deductions in respect of imputed interest deemed to be paid by GDH Ltd. as a result of, and additional basis arising from, any payments GDH Ltd. made under the Original TRA. On May 13, 2025, the Company and the TRA Holders entered into an amended and restated tax receivables agreement (the “TRA”) to take into account the effects of the Restructuring Transactions. The amounts payable, as well as the timing of any payments, under the TRA are dependent upon significant future events and assumptions, including the timing of the redemptions of Class B common stock, the price of the Company's Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming unit holder’s tax basis in its Class B common stock at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis and the portion of the Company’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis. The Company has recognized a TRA-related liability within the Other non-current liabilities of $ 111.0 million and $ 0.0 million as of September 30, 2025 and December 31, 2024, respectively, of which $ 43.6 million and $ 0.0 million were with related parties. Investments in Galaxy Funds Our directors and executive officers are generally permitted to invest their own capital (or capital of estate planning vehicles controlled by them or their immediate family members) directly in our funds and affiliated entities. In general, such investments are not subject to management fees, and in certain instances may not be subject to performance fees. The fair value of such investments aggregated to $ 11.3 million and $ 12.9 million as of September 30, 2025 and December 31, 2024, respectively. Transactions with GDH Ltd. Prior to the Reorganization Transactions, in accordance with its then-effective limited partnership agreement, the Company reimbursed or paid for all reimbursable expenses of GDH Ltd. For the three and nine months ended September 30, 2025, the Company paid or accrued $ 0.0 million and $ 2.1 million, respectively, and $ 1.7 million and $ 2.5 million for the three and nine months ended September 30, 2024, respectively, on behalf of GDH Ltd., which is included in General and administrative expenses on the Company’s condensed consolidated statements of operations. On April 14, 2022 GDH LP entered into a promissory note (as amended from time to time, the “Promissory Note”) with GDH Intermediate LLC (“GDHI LLC”), a subsidiary of GDH Ltd. prior to the Reorganization Transactions. As a result of the Reorganization Transactions, the Promissory Note was amended and restated with GDH LP and GGI as the counterparties. The Promissory Note is eliminated in consolidation subsequent to the Reorganization Transactions. As of December 31, 2024, GDHI LLC had advanced $ 96.9 million to the Company. As of December 31, 2024, the Company had $ 95.8 million, in net payables to GDH Ltd. primarily for the aforementioned Promissory Note partially offset by receivables for stock option exercises and withholding tax associated with restricted share units vesting. Subsequent to the Reorganization Transactions, these net payables and receivables are eliminated in consolidation. The Company’s CEO served as co-chairman of the board for Candy Digital Inc. (“Candy”) in which the Company made an investment during 2021, resulting in the two entities becoming related parties. Candy was acquired by Futureverse in April 2025, and following such acquisition, the Company’s CEO ceased membership on the Candy board of directors and Candy ceased to be related party. A family member of the CEO continues to hold a position with Futureverse. As of December 31, 2024 the Company held an investment in Candy valued at $ 9.1 million. Galaxy Interactive Fund I, LP, a non-consolidated sponsored investment fund, also held an investment in Candy valued at $ 1.0 million as of December 31, 2024. 45 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) The Company has sub-advisory arrangements with a beneficial owner of GDI (GDH Ltd. prior to the Reorganization Transactions). Such sub-advisory arrangements have been entered into with, or advised by, Galaxy Digital Capital Management LP, a consolidated subsidiary of the Company, in its capacity as an investment advisor registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For the three and nine months ended September 30, 2025 and three and nine months ended September 30, 2024, the associated advisory fees were $ 0.7 million, $ 1.3 million, $ 0.5 million and $ 1.5 million, respectively. The Company’s CEO, through an entity which he controls, owns a private aircraft that the Company uses for business purposes in the ordinary course of operations, on terms that are advantageous to the Company. The CEO paid for the purchase of this aircraft with his personal funds and has borne all operating, personnel and maintenance costs associated with its operation and use. During the three and nine months ended September 30, 2025 and three and nine months ended September 30, 2024, the Company incurred $ 0.1 million, $ 0.4 million, $ 0.2 million and $ 0.3 million, respectively, for such use negotiated on an arms-length basis in compliance with our aviation matters policy adopted in August 2022. In addition, we have from time to time made use of the CEO’s private boat to host corporate meetings and for other business purposes in the ordinary course of the Company’s operations, on terms that are advantageous to the Company. The CEO paid for the purchase of this boat with his personal funds and has borne most of the operating, personnel and maintenance costs associated with its operation and use; while the Company paid for the cost of any food and beverage consumption and a portion of operating fees. The expense incurred in relation to this boat was immaterial during the three and nine months ended September 30, 2025 and three and nine months ended September 30, 2024. In connection with the receipt of surety bonds for the purpose of a state money transmission licenses on behalf of a subsidiary of the Company, GGI agreed to act as indemnitor, along with the Company, at the request of the insurers. The Company was liable to GGI for fees of $ 0.4 million for the indemnity through September 30, 2025, which was calculated as 1% of the aggregate notional amount of the surety bonds held on behalf of the subsidiary. The Company will continue to incur fees due to GGI of 1% for the duration of these outstanding surety bonds which are renewed annually. Prior to joining GDH Ltd.’s board in September 2021 and GDI’s board in May 2025, the Chairman of GDI’s board (GDH Ltd.’s board prior to the Reorganization Transactions) entered into a consulting agreement with GDH LP in April 2021. Under the terms of the consulting agreement, the Chairman was engaged to provide professional services to the Company for a period of three years beginning on September 1, 2021. In 2021, the Chairman received 1,500,000 RSUs and 500,000 options under the LTIP in connection with the consulting agreement. There was no equity based compensation expense related to this grant for the three and nine months ended September 30, 2025. The equity based compensation expense was $ 0 .0 million and $ 5.0 million for the three and nine months ended September 30, 2024, respectively. This consulting agreement expired as of September 1, 2024. In February 2023, the Company entered into a consulting agreement with a board member of GDH Ltd. This consulting agreement expired as of December 31, 2024. The Company paid $ 0.3 million and $ 0.8 million under this agreement during the three and nine months ended September 30, 2024, respectively. As of September 30, 2025 and December 31, 2024, the Company had recorded $ 4.8 million of tax payments made on behalf of certain related parties. GalaxyOne Certain of our executive officers and directors have accounts on our GalaxyOne platform (which offers access to certain deposit accounts and provides brokerage accounts for trading securities and digital assets) and use GalaxyOne products and services in the ordinary course. Similar to GalaxyOne’s other customers, these individuals pay us standard transaction and other fees related to such use, and earn a yield from us to the extent they hold certain investment products or cash balances on our platform, in each case on the same terms as other customers. 46 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) 22.  REPORTABLE SEGMENTS The Company manages and reports its activities in the following operating businesses: Digital Assets and Data Centers. In the first quarter of 2025, the Company began managing and reporting activities in these two operating segments consistent with changes in our operations and management reporting. In determining the Company’s segment structure, the Company considered the basis on which the chief operating decision maker (“CODM”), as well as other members of senior management, review the financial and operational performance of the Company. The Company’s CODM is its chief executive officer. The CODM primarily relies on segment net income after taxes to evaluate the performance of each reportable segment. In accordance with ASC 280, Segment Reporting , the Company has recast its historical segment information to conform to the current segment structure. Digital Assets The Digital Assets segment comprises the Company’s counterparty trading activities, lending, advisory and capital market activities, validator staking services, the Company’s asset management business which manages investments in the digital asset ecosystem both on behalf of the Company and external limited partners, and the GK8 self-custody technology business. The Digital Assets segment generates revenue from digital assets sales, fee income, blockchain rewards and lending. It includes realized and unrealized gains and losses on certain digital assets and equity investments. The Digital Assets segment also incurs the portion of the Company’s interest expense used to fund its trading and lending activities and incurs all the external-facing digital assets sales costs. Management fees generated from the Company’s principal investments and fees generated from staking the Company’s proprietary digital assets are eliminated in the Treasury and Corporate segment. Data Centers The Data Centers segment comprises the Helios infrastructure assets. Our Data Centers segment develops, and will in the future operate, HPC infrastructure to meet the growing demand for large-scale, power-ready facilities in the AI/HPC industry. Treasury and Corporate The Treasury and Corporate segment includes the Company’s proprietary trading and mining activities, as well as the Company’s principal investments. It includes realized and unrealized gains and losses on the majority of the Company’s digital assets and equity investments. The Company’s unallocated corporate overhead, other unallocated costs not identifiable to the other reportable segments, and eliminations of inter-segment transactions as required for consolidation. Transactions between segments are based on specific criteria or approximate market rates for comparable services. The Company’s chief operating decision maker reviews compensation expenses separately from other segment items, which include transaction expenses, general and administrative expenses, technology and marketing costs, as well as professional fees. Assets and liabilities by each of the reportable segments as of September 30, 2025 were as follows: (in thousands) Digital Assets Data Centers Treasury and Corporate Totals Total assets $ 8,442,765 $ 1,414,863 $ 1,665,088 $ 11,522,716 Total liabilities $ 7,176,351 $ 660,573 $ 513,473 $ 8,350,397 Assets and liabilities by each of the reportable segments as of December 31, 2024 were as follows: (in thousands) Digital Assets Data Centers Treasury and Corporate Totals Total assets $ 3,723,814 $ 199,694 $ 3,196,347 $ 7,119,855 Total liabilities $ 3,163,499 $ — $ 1,762,004 $ 4,925,503 47 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Income and expenses by each of the reportable segments for the three months ended September 30, 2025 were as follows: (in thousands) Digital Assets Data Centers Treasury and Corporate Totals Revenues $ 28,397,744 $ 2,662 $ 1,465 $ 28,401,871 Gains / (losses) from operations 408,121 — 408,861 816,982 Revenues and gains / (losses) from operations 28,805,865 2,662 410,326 29,218,853 Transaction expenses 28,290,508 — 2,269 28,292,777 Impairment of digital assets 197,702 — — 197,702 Compensation and benefits 57,945 218 26,885 85,048 Notes interest expense — — 14,415 14,415 Depreciation and amortization 3,812 — 3,585 7,397 Other expenses 21,778 430 55,061 77,269 Operating expenses 28,571,745 648 102,215 28,674,608 Unrealized gain / (loss) on notes payable – derivative — — — — Other income / (expense), net 272 90 595 957 Total other income / (expense) 272 90 595 957 Net income / (loss) for the period, before taxes $ 234,392 $ 2,104 $ 308,706 $ 545,202 Income tax benefit — — 40,145 40,145 Net income / (loss) for the period $ 234,392 $ 2,104 $ 268,561 $ 505,057 48 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Income and expenses by each of the reportable segments for the three months ended September 30, 2024 were as follows: (in thousands) Digital Assets Data Centers Treasury and Corporate Totals Revenues $ 8,555,809 $ — $ 14,848 $ 8,570,657 Gains / (losses) from operations 71,158 — 70,475 141,633 Revenues and gains / (losses) from operations 8,626,967 — 85,323 8,712,290 Transaction expenses 8,509,752 — 26,383 8,536,135 Impairment of digital assets 47,931 — 60,535 108,466 Compensation and benefits 41,026 — 16,264 57,290 Notes interest expense — — 7,105 7,105 Depreciation and amortization 3,568 1,875 7,565 13,008 Other expenses 15,835 — 13,591 29,426 Operating expenses 8,618,112 1,875 131,443 8,751,430 Unrealized loss on notes payable - derivative — — ( 2,858 ) ( 2,858 ) Other income / (expense), net — — 783 783 Total other income / (expense) — — ( 2,075 ) ( 2,075 ) Net income / (loss) for the year, before taxes $ 8,855 $ ( 1,875 ) $ ( 48,195 ) $ ( 41,215 ) Income tax expense / (benefit) — — ( 7,885 ) ( 7,885 ) Net income / (loss) for the period $ 8,855 $ ( 1,875 ) $ ( 40,310 ) $ ( 33,330 ) 49 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Income and expenses by each of the reportable segments for the nine months ended September 30, 2025 were as follows: (in thousands) Digital Assets Data Centers Treasury and Corporate Totals Revenues $ 50,025,018 $ 2,662 $ 11,952 $ 50,039,632 Gains / (losses) from operations 555,961 — 535,784 1,091,745 Revenues and gains / (losses) from operations 50,580,979 2,662 547,736 51,131,377 Transaction expenses 49,807,846 — 61,881 49,869,727 Impairment of digital assets 319,317 — 118,291 437,608 Compensation and benefits 142,118 1,481 63,371 206,970 Notes interest expense — — 42,726 42,726 Depreciation and amortization 10,927 1,251 15,290 27,468 Other expenses 65,657 815 161,590 228,062 Operating expenses 50,345,865 3,547 463,149 50,812,561 Unrealized gain / (loss) on notes payable – derivative — — ( 35,544 ) ( 35,544 ) Other income / (expense), net 272 90 2,185 2,547 Total other income / (expense) 272 90 ( 33,359 ) ( 32,997 ) Net income / (loss) for the period, before taxes $ 235,386 $ ( 795 ) $ 51,228 $ 285,819 Income tax expense / (benefit) — — 45,503 45,503 Net income / (loss) for the period $ 235,386 $ ( 795 ) $ 5,725 $ 240,316 50 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Income and expenses by each of the reportable segments for the nine months ended September 30, 2024 is as follows (unaudited): (in thousands) Digital Assets Data Centers Treasury and Corporate Totals Revenues $ 26,717,351 $ — $ 71,569 $ 26,788,920 Gains / (losses) from operations 135,043 — 481,461 616,504 Revenues and gains / (losses) from operations 26,852,394 — 553,030 27,405,424 Transaction expenses 26,583,046 — 76,015 26,659,061 Impairment of digital assets 67,198 — 123,741 190,939 Compensation and benefits 128,675 — 50,939 179,614 Notes interest expense — — 21,121 21,121 Depreciation and amortization 8,057 5,349 20,058 33,464 Other expenses 47,817 — 44,273 92,090 Operating expenses 26,834,793 5,349 336,147 27,176,289 Unrealized loss on notes payable - derivative — — ( 15,144 ) ( 15,144 ) Other income / (expense), net — — 2,608 2,608 Total other income / (expense) — — ( 12,536 ) ( 12,536 ) Net income / (loss) for the year, before taxes $ 17,601 $ ( 5,349 ) $ 204,347 $ 216,599 Income tax expense / (benefit) — — ( 12,602 ) ( 12,602 ) Net income / (loss) for the period $ 17,601 $ ( 5,349 ) $ 216,949 $ 229,201 23.  RISKS AND UNCERTAINTIES The Company’s digital assets activities may expose it to a variety of financial and other risks: credit risk, interest rate risk, liquidity risk, market risk, loss of access risk, irrevocability of transactions, hard fork and airdrop risks and regulatory oversight risk, among others. The Company lends digital assets to third parties. On termination of a loan, the borrower is required to return the digital assets to the Company; any gains or loss in the market price during the loan would inure to the Company. In the event of bankruptcy of the borrower, the Company could experience delays in recovering its digital assets. In addition, to the extent that the value of the digital assets increases during the term of the loan, the value of the digital assets may exceed the value of collateral provided to the Company, exposing the Company to credit risks with respect to the borrower and potentially exposing the Company to a loss of the difference between the value of the digital assets and the value of the collateral. If a borrower defaults under its obligations with respect to a loan of digital assets, including by failing to deliver additional collateral when required or by failing to return the digital assets upon the termination of the loan, the Company may expend significant resources and incur significant expenses in connection with efforts to enforce the loan agreement, which may ultimately be unsuccessful. The Company also participates in decentralized finance protocols, smart contracts that perform specific functions. Decentralized finance protocols allow the Company to provide or access liquidity, as well as exchange digital assets directly, on the blockchain. The Company deposits or transfers its digital assets to the smart contracts of these decentralized finance protocols and typically receives protocol-specific digital assets that represent the Company’s claims on the underlying digital assets. The Company’s transactions with such decentralized finance protocols rely on the functions of open source smart contracts, which are not developed by the Company and could be subject to exploits. The Company mitigates this smart contract risk through review of smart contract audits, as well as other risk management strategies that prevent concentration in or over-reliance on any individual decentralized finance protocol. Additionally, as transactions on decentralized protocols may occur without a 51 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) centralized authority, the Company has implemented processes to monitor and review the digital asset wallets that interact with decentralized protocols in which the Company participates. As of September 30, 2025, three protocols, Aave, Spark, and Kamino , represented 77 % of the Company’s digital assets associated with decentralized finance protocols balance. As of December 31, 2024, four protocols, Sky DAO (f.k.a. Maker DAO), Coinbase (via wrapped tokens), Aave, and Pendle, represented 77 % of the Company’s digital assets associated with decentralized finance protocols balance. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and loans receivable. The Company has established guidelines relative to credit ratings and maturities that seek to maintain safety and liquidity. The Company held $ 634.4 million and $ 19.7 million of cash and cash equivalents at brokers and $ 154.6 million and $ 64.7 million of cash and cash equivalents on trading platforms as of September 30, 2025 and December 31, 2024, respectively. The Company routinely assesses the financial strength of its customers and maintains allowances for anticipated losses. As of September 30, 2025 and December 31, 2024, no individual customer accounted for 10% or m ore of net accounts receivable. During the three and nine months ended September 30, 2025, two digital asset trading platforms accounted for 39 % of revenue. During the three months ended September 30, 2025, three digital asset trading platforms accounted for 54 % of revenue; and during the nine months ended September 30, 2024, one digital asset trading platform accounted for 35 % of revenue. As of September 30, 2025, three counterparties and their related parties accounted for 64 % of the Company’s Loans receivable and Digital assets loan receivable balance. The Company held collateral exceeding 100% of the loan carrying value for each of these three counterparties. As of December 31, 2024, two counterparties and their related parties accounted for 27 % of the Company’s Loans receivable and Digital assets loan receivable balance. The Company is also subject to liquidity and concentration risk related to its short-term loans payable. The loans are callable on demand by the counterparties and are collateralized by the Company’s cash, investment securities, and digital assets held in the Company’s trading accounts at counterparties’ trading platforms. As of September 30, 2025 and December 31, 2024, one individual lending counterparty accounted for greater than 5% of current liabilities at 6.3 % and 8.5 %, respectively. The proceeds from these loans are utilized for trading activities. The Company conducts digital asset trades using both direct principal to principal transactions with counterparties and through centralized or decentralized digital asset trading platforms. Digital assets held on trading platforms are subject to the operational control of the platform operators, and could potentially be lost or impaired due to fraud or negligence of the platform operators. The Company mitigates this risk by performing regular reviews of each digital asset trading platform on which it transacts, distributing its digital assets across multiple different trading platforms to reduce concentration risk, and holding assets in self-custody where appropriate. As of September 30, 2025 and December 31, 2024, approximately 38 % and 22 %, respectively, of the Company’s digital assets were held with third parties, including centralized trading platforms or posted with counterparties. No centralized digital asset trading platform held more than 10% o f the Company’s digital assets as of September 30, 2025 and December 31, 2024. The Company operates a bitcoin mining business. The Company operates its own mining facility and utilizes third party hosting providers. The facilities are subject to operational risks including managing power costs and maintaining uptime, some of which are outside of the Company’s control. The Company is undertaking the construction of a data center at its Helios campus specifically designed to support AI/HPC applications. This initiative is subject to a variety of risks and uncertainties that could materially affect the Company's financial position, results of operations, and future prospects. These currently include, but are not limited to, construction and development risks, operational and performance risks, and financing and liquidity risks. The Company continually monitors these and other potential risks and uncertainties. There can be no assurance that the Company will successfully mitigate these risks or that the construction and operation of the data center will proceed as planned. The regulatory environment related to digital assets is complex, evolving, and uncertain, requiring the Company to allocate resources in legal, accounting, compliance, technology, and other functions which impact the Company’s 52 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) consolidated financial statements. Future regulatory rules adopted domestically and internationally may impose obligations and restrictions on how the Company manages and / or conducts its business activities in the future. The Company seeks to minimize potential adverse effects of these risks on performance by employing experienced personnel; daily monitoring of the Company’s investments, digital assets and market events; and diversifying the Company’s business strategy as well as its investment portfolio within the constraints of the Company’s investment objectives. 24.  INCOME TAXES For the three months ended September 30, 2025 and 2024, th e effective tax rates were 7.4 % and 19.1 %, respectively, and for the nine months ended September 30, 2025 and 2024 , the effective tax rates were 15.9 % and ( 5.8 )%, respectively. The effective tax rate differs from the statutory rate primarily due to amounts of income and expenses allocated to the noncontrolling interests without being subject to federal, state and local income taxes at the corporate level, benefits related to stock-based compensation, as well as the impact of GDI succeeding GDH LP for financial reporting purposes as part of the Reorganization Transaction consummated during the year. There were no material changes to uncertain tax positions or valuation allowances against deferred tax assets for the three and nine months ended September 30, 2025. 25.  OPERATING PARTNERSHIP FINANCIAL INFORMATION The following tables represent the consolidated statements of financial position and consolidated statements of operations of GDH LP, the Company’s operating partnership. Galaxy Digital Holdings LP’s Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Revenues $ 28,401,870 $ 8,570,657 $ 50,039,611 $ 26,788,920 Gains / (losses) from operations 816,982 141,633 1,091,745 616,504 Revenues and gains / (losses) from operations 29,218,852 8,712,290 51,131,356 27,405,424 Operating expenses: Transaction expenses 28,292,777 8,536,135 49,869,727 26,659,061 Impairment of digital assets 197,702 108,466 437,608 190,939 Other operating expenses 186,858 106,829 512,697 326,289 Total operating expenses 28,677,337 8,751,430 50,820,032 27,176,289 Other income / (expense): 957 ( 2,075 ) ( 33,691 ) ( 12,536 ) Net income / (loss) before taxes $ 542,471 $ ( 41,215 ) $ 277,633 $ 216,599 Income taxes expense / (benefit) ( 7,100 ) ( 7,885 ) ( 7,354 ) ( 12,602 ) Net income / (loss) $ 549,571 $ ( 33,330 ) $ 284,987 $ 229,201 Other comprehensive income (loss) ( 2,605 ) — ( 2,605 ) — Comprehensive income (loss) $ 546,966 $ ( 33,330 ) $ 282,382 $ 229,201 53 Galaxy Digital Inc. Notes to the Condensed Consolidated Interim Financial Statements (Expressed in US Dollars—unaudited) Galaxy Digital Holdings LP’s Condensed Consolidated Interim Statements of Financial Position September 30, 2025 December 31, 2024 Assets Cash and cash equivalents $ 1,135,581 $ 462,103 Digital assets 4,164,534 2,928,225 Digital assets receivable 21,432 60,720 Digital assets loan receivable, net of allowance 1,299,669 579,530 Investments 2,106,202 1,643,506 Assets posted as collateral 714,869 277,147 Loans receivable 647,764 476,620 Property and equipment, net 874,059 237,038 Other assets 477,842 454,966 Total assets $ 11,441,952 $ 7,119,855 Liabilities and Equity Digital assets borrowed 3,064,762 1,497,609 Loans payable 446,915 510,718 Collateral payable 2,547,179 1,399,655 Notes payable 1,150,287 845,186 Other liabilities 1,116,682 672,335 Total liabilities 8,325,825 4,925,503 Total equity 3,116,127 2,194,352 Total liabilities and equity $ 11,441,952 $ 7,119,855 26.  SUBSEQUENT EVENTS On October 10, 2025, the Company entered into investment agreements with certain institutional investors for a $ 460 million private strategic investment in the Company’s Class A common stock (the “October Private Placement”), consisting of a purchase of 9,027,778 shares of Class A common stock from the Company and 3,750,000 shares of Class A common stock from certain of its executive officers, at $ 36.00 per share. The October Private Placement closed on October 17, 2025. On October 30, 2025, GDH LP issued $ 1.3 billion (including $ 150 million issued upon the exercise in full of the initial purchasers’ option to purchase additional 2031 Exchangeable Notes (as defined below)) aggregate principal amount of its 0.50 % Exchangeable Senior Notes due 2031 (the “2031 Exchangeable Notes”). The 2031 Exchangeable Notes were issued pursuant to, and are governed by, an indenture, dated October 30, 2025, among GDH LP, the Company and The Bank of New York Mellon, as trustee. 54 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated interim financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this Quarterly Report on Form 10-Q includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Overview Galaxy is a global leader in digital assets and data center infrastructure, delivering solutions that accelerate progress in finance and artificial intelligence (“AI”). We are strategically positioned to bridge traditional finance and the emerging digital economy, facilitating efficient access and adoption of digital assets by institutional clients through our Global Markets and Asset Management & Infrastructure Solutions businesses within our Digital Assets segment. We also develop, and will in the future operate, high performance computing (“HPC”) data center infrastructure to meet the rising global demand for reliable power and scalable compute capacity driven by accelerated AI growth. Digital Assets Galaxy’s Digital Assets operating business segment provides a comprehensive and evolving suite of financial products and services tailored for institutions seeking exposure to the digital asset ecosystem. This segment includes our Global Markets and Asset Management & Infrastructure Solutions businesses. Our Global Markets business provides over-the-counter (“OTC”) spot and derivatives trading, lending, and structured products, as well as transaction advisory and equity and debt capital markets services. Our client base includes more than 1,500 trading counterparties globally as of September 30, 2025, including asset managers, hedge funds, family offices, Qualified Individuals 1 and corporations. • Galaxy’s trading business includes electronic OTC, high-touch OTC, derivatives trading, and lending. The electronic and high-touch OTC businesses operate on a principal basis, providing liquidity in digital assets to institutional clients and Qualified Individuals. In our electronic OTC business, trading is facilitated through API connectivity. Our high-touch OTC offering mirrors the electronic desk in strategy and risk management, but operates primarily through chat-based channels. The desk utilizes a blend of interna l a nd third-party platforms to access liquidity and manage risk, with 24/7 coverage to support client engagement and execution. The derivatives trading business offers liquidity in options and forwards to institutional counterparties, with trading activity spanning both OTC and exchange-listed and cleared products. • Our investment banking business provides strategic and transaction advisory services focused on the digital assets sector. The team assists clients with growth strategy, mergers and acquisitions, capital formation, and other financial transactions. Leveraging deep industry knowledge and a strong global network, Galaxy connects innovative companies with institutional investors and delivers customized solutions to support growth, liquidity, and long-term value creation in the digital economy. Our Asset Management & Infrastructure Solutions business encompasses our investment management division and blockchain infrastructure products and services, with approximately $17.0 billion in assets across the platform as of September 30, 2025. • Our asset management business manages a diverse suite of exchange-traded funds (“ETFs”) and alternatives strategies, taking the investing DNA that has been core to Galaxy since our founding and externalizing it for institutional allocators and Qualified Individuals. • Galaxy’s Asset Management ETFs include a suite of passive and active products developed in partnership with leading asset managers in the U.S., Brazil, Canada, and Europe. Galaxy’s Asset Management passive ETFs feature regulated, spot digital asset ETFs, while its active ETFs provide exposure to digital assets and other 1 “Qualified Individuals” are Eligible Contract Participants, as defined by the Commodities Exchange Act, knowledgeable employees of Galaxy and accredited investors, who are usually high net worth individuals. 55 Table of Contents disruptive technologies. Galaxy’s Asset Management alternative investment strategies encompass actively managed long-biased and long-short funds, and a venture franchise. Galaxy Asset Management offers a Liquid Crypto Fund designed to provide access to both core and next generation digital assets and an Absolute Return Fund, launched in 2025, which employs a multi-asset strategy with long and short positions across the digital asset ecosystem and adjacent disruptive technologies. Galaxy Asset Management’s venture franchise includes Galaxy Interactive, which invests at the intersection of content, technology and social commerce, with a focus on video games and the infrastructure powering immersive virtual worlds. Additionally, our inaugural crypto venture fund targets early-stage investments in protocols, software infrastructure, and financialized applications. The venture franchise also features two global, multi-manager venture funds and manages a subset of Galaxy’s balance sheet venture investments. • Galaxy managed $10.5 billion in assets across strategies, including ETFs and alternatives, across public and private markets as of September 30, 2025, a 126% increase year-over-year and 81% increase quarter-over-quarter. $2.4 billion of the $10.5 billion of assets under management (“AUM”) represented engagements managed by Galaxy’s asset management team to unwind portfolios on behalf of the estate of FTX as well as assets held within Commodity Pool Operator (“CPO”) vehicles. Excluding these opportunistic assets, Galaxy Asset Management’s AUM increased by 92% year-over-year to $8.1 billion as of September 30, 2025, driven by $3.7 billion of gross inflows and $2.0 billion of net market appreciation partially offset by $1.8 billion of gross outflows and increased 53% quarter-over-quarter as of September 30, 2025, driven by $2.7 billion of gross inflows and $0.7 billion of net market appreciation partially offset by $0.7 billion of gross outflows. • Our Infrastructure Solutions business includes blockchain-centric technology and infrastructure including staking, tokenization and custodial technology. • Our staking business operates validator nodes to secure blockchains and enable our institutional clients to earn staking rewards, use staked assets as collateral for loans and participate in an increasingly on-chain and decentralized future. Galaxy provides validator services to eleven different blockchain networks, including Ethereum and Solana. As part of our broader suite of infrastructure solutions, we offer secure, institutional-grade cold and hot wallet technology for institutions seeking to self-custody their assets, along with integrated tokenization capabilities. • Galaxy reported assets under stake (“AUS”) of approximately $6.6 billion as of September 30, 2025, as compared to AUS of approximately $4.2 billion as of December 31, 2024. Data Centers Our Data Centers operating business segment develops, and will in the future operate, HPC infrastructure to meet the growing demand for large-scale, power-ready facilities. Galaxy’s Helios data center campus, located in the panhandle region of West Texas, is developing 133 megawatts (“MW”) of critical IT load, utilizing approximately 200 MW of gross power capacity, for CoreWeave. In April 2025, CoreWeave exercised its first option under its 15-year lease agreement with Galaxy (the “Lease Agreement”), and in August 2025, we entered into the phase II lease agreement (the “Phase II Lease Agreement”) with CoreWeave for the uptake of an additional 260 MW of incremental critical IT load. Also in August 2025, CoreWeave exercised and entered into its second option under the Lease Agreement pursuant to a Phase III option agreement (the “Phase III Option Agreement”), under which it committed to enter into a lease agreement for the uptake of an additional 133 MW of incremental critical IT load. Together, the Phase II Lease Agreement and the Phase III Option Agreement are expected to increase CoreWeave’s contracted capacity at the Helios data center campus to 526 MW of critical IT load by 2028. The retrofit of Helios will be completed in phases, with the full 133 MW of initial critical IT load expected to be delivered by the end of the first half of 2026. Treasury and Corporate In addition to our two operating business segments, Galaxy holds a diversified portfolio of digital assets, venture, private equity, and fund investments on its balance sheet, and also conducts bitcoin mining operations, all of which are reported within the Treasury and Corporate segment. Treasury engages in proprietary quantitative, arbitrage and macro trading strategies. Financial and Operational Highlights • Galaxy generated Net income of $505.1 million and Net income of $240.3 million for the three and nine months ended September 30, 2025, respectively, compared to Net loss of $33.3 million and Net income of $229.2 million for the three and nine months ended September 30, 2024, respectively. 56 Table of Contents • Galaxy generated Adjusted EBITDA of $629.4 million and $551.1 million for the three and nine months ended September 30, 2025, respectively, compared to Adjusted EBITDA of $1.9 million and $353.2 million for the three and nine months ended September 30, 2024, respectively. 2 • Total equity as of September 30, 2025 was $3.2 billion, an increase of 45% from $2.2 billion as of December 31, 2024. • In August 2025, Galaxy and CoreWeave entered into the Phase II Lease Agreement and the Phase III Option Agreement, which together are expected to increase CoreWeave’s contracted capacity at the Helios data center campus to 526 MW of critical IT load by 2028. • On August 15, 2025, Galaxy Helios I LLC (“Galaxy Helios I”) entered into a credit agreement (the “Credit Agreement” and, together with the related transaction documents, the “Project Financing Documents”) with Deutsche Bank AG providing for a senior secured term loan facility in an aggregate principal amount of up to $1.4 billion (the “Loan Amount”), to finance the first phase of the buildout of our Helios data center campus (the “Project Financing”). Recent Developments Tokenized Galaxy Since September 2025, we enable a natively tokenized version of our Class A common stock, which we refer to as “Tokenized GLXY.” As part of this project, holders of our traditional Class A common stock, which we refer to as “Traditional GLXY,” can obtain Tokenized GLXY. Tokenized GLXY can be held by investors in their self-custodial wallets and transferred bilaterally between “allowedlisted” wallets, and we may in the future permit Tokenized GLXY to be traded over decentralized exchanges or other trading platforms, subject to certain regulatory considerations. Holders of Tokenized GLXY retain the same rights and privileges as holders of Traditional GLXY and on-chain trading of Tokenized GLXY would provide another potential trading market for our Class A common stock, alongside existing trading markets for Traditional GLXY including Nasdaq and the TSX. On May 20, 2025, we entered into a Digital Transfer Agency Agreement with Superstate Services LLC (the “Digital Transfer Agent”) pursuant to which the Digital Transfer Agent has agreed to create and maintain an “Allowlist” of wallet addresses of individuals and entities who have completed the Digital Transfer Agent’s onboarding requirements and are permitted to hold, transfer and facilitate transfers of Tokenized GLXY. Tokenized GLXY provides an additional mechanism for investors to hold and transact in shares in the Company, which may improve settlement efficiency and increase accessibility. Tokenized GLXY may also introduce new risks and uncertainties (including, among others, regulatory and liquidity risks) that could adversely affect the market for, and the trading price of, both Tokenized GLXY and Traditional GLXY. GalaxyOne On October 6, 2025, we announced the launch of GalaxyOne. GalaxyOne is a retail financial technology platform designed for individual investors seeking the best of both traditional and digital markets. Its core offerings include (i) access to a Federal Deposit Insurance Corporation (“FDIC”) -insured high-yield demand deposit account offered by our bank partner Cross River Bank for U.S.-based depositors, (ii) a debt security issued by Galaxy Digital LP and guaranteed by GDH LP through the Galaxy Premium Yield Investment Note, initially offering 8.00% yield at the inception of the product, for U.S. accredited investors, and (iii) access to equities and crypto trading via our regulated partners DriveWealth LLC and Paxos, respectively. We are not a bank and are not a member of the FDIC. FDIC-insured high-yield demand deposit accounts and related banking services are provided by our bank partner, Cross River Bank. The Galaxy Premium Yield Investment Note is only available to accredited investors and is offered and sold in unregistered transactions in reliance on Rule 506(c) of Regulation D under the Securities Act. In conjunction with this launch, our legacy GalaxyOne platform for institutional clients was renamed to “GalaxyOne Institutional.” Private Placement On October 10, 2025, we entered into investment agreements with certain institutional investors for a $460 million private strategic investment in our Class A common stock (the “October Private Placement”), consisting of a purchase of 9,027,778 shares of Class A common stock from us and 3,750,000 shares of Class A common stock from certain of our executive officers, including our Founder, at $36.00 per share. The October Private Placement closed on October 17, 2025. 2 See the section titled “Non-GAAP Financial Measures” below for a reconciliation of Net Income / (loss) to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors. 57 Table of Contents We intend to use the net proceeds to us from the October Private Placement for general corporate purposes and to power the buildout of our Helios data center campus. 2031 Exchangeable Notes On October 30, 2025, GDH LP issued $1.3 billion aggregate principal amount of 0.50% exchangeable senior notes due 2031 (the “2031 Exchangeable Notes”). From time to time and subject to the terms of the indenture governing the 2031 Exchangeable Notes, the 2031 Exchangeable Notes are exchangeable for shares of our Class A common stock at the option of the holders thereof. We intend to use the net proceeds from the offering to support growth across our core operating businesses and for general corporate purposes, which may include the repayment of the 2026 Exchangeable Notes (as defined herein). Our Business Model Galaxy’s business generates revenue through a variety of channels, creating a diversified and resilient cash flow base that is not directly correlated to any single asset, token, or business line. Within the Digital Assets operating business segment, the Global Markets business earns revenue from spreads on client trades, net interest income from lending activities, and fees from M&A and capital raising transactions. Galaxy’s Asset Management & Infrastructure Solutions business generates management and performance fees on assets under management, fees on assets staked to our validator nodes and licensing fees from institutions who leverage GK8’s proprietary self-custody technology. Within our Data Centers operating business segment, we expect the majority of revenue to come from long-term lease agreements with cloud service provider clients that Galaxy may obtain from time to time for HPC. Galaxy does not currently earn any revenue from its Data Centers business, but expects this segment to become a significant and diversified source of long-term, predictable revenue for Galaxy, uncorrelated to the prices of digital assets, particularly once we begin to deliver critical IT load for CoreWeave (and potentially other future tenants) starting in 2026. We also earn revenue by managing a diversified portfolio of digital assets, venture, private equity, and fund investments on our balance sheet, as well as through our bitcoin mining operations, all of which are reported within the Treasury and Corporate segment. Non-GAAP Financial Measures To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our business. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Adjusted gross profit and Adjusted EBITDA are non-GAAP financial measures that that are used by management, in addition to GAAP financial measures, to understand and compare our operating results across accounting periods, for risk management and operational decision-making. We believe Adjusted gross profit is a helpful non-GAAP financial measure to our management and investors because it eliminates the impact of the directly attributable transaction expenses. As such, it provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects, allows for greater transparency with respect to important metrics used by our management for financial, risk management and operational decision-making and provides an additional tool for investors to use to understand and compare our operating results across accounting periods. We believe Adjusted EBITDA provides investors with additional useful information in evaluating Galaxy’s operating performance, as well as a useful measure for period-to-period comparisons of our business performance. Adjusted gross profit is defined as revenues and gains / (losses) from operations, excluding (i) transaction expenses and (ii) impairment of digital assets. Adjusted EBITDA is defined as Net income / (loss), excluding (i) equity based compensation, (ii) interest expense on structural debt, (iii) taxes, (iv) depreciation and amortization expense, (v) gains and losses on the embedded derivative on our Exchangeable Notes which ceased to exist upon consolidation as a result of the Reorganization Transactions, (vi) mining-related impairment loss / loss on disposal of mining equipment, (vii) settlement expense, (viii) other (income) / expense, net and (ix) reorganization and reorganization merger costs that we believe are not indicative of our ongoing results. The above items are excluded from our Adjusted EBITDA because these items are non-cash in nature, or because 58 Table of Contents the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. These non-GAAP financial measures do not have any standardized meanings prescribed by GAAP and may not be comparable to similar measures presented by other companies in our industry. These non-GAAP financial measures have been prepared by, and are the responsibility of, Galaxy’s management, and have not been audited or reviewed by our independent registered public accounting firm. You should not place undue reliance on these non-GAAP financial measures. The following table presents a reconciliation of Adjusted gross profit to the most directly comparable GAAP measure, revenues and gains / (losses) from operations: Three Months Ended September 30, 2025 (in thousands) Digital Assets Data Centers Treasury and Corporate Total Revenues and gains / (losses) from operations $ 28,805,865 $ 2,662 $ 410,326 $ 29,218,853 Less: Transaction expenses 28,290,508 — 2,269 28,292,777 Less: Impairment of digital assets 197,702 — — 197,702 Adjusted gross profit $ 317,655 $ 2,662 $ 408,057 $ 728,374 Three Months Ended September 30, 2024 (in thousands) Digital Assets Data Centers Treasury and Corporate Total Revenues and gains / (losses) from operations $ 8,626,967 $ — $ 85,323 $ 8,712,290 Less: Transaction expenses 8,509,752 — 26,383 8,536,135 Less: Impairment of digital assets 47,931 — 60,535 108,466 Adjusted gross profit $ 69,284 $ — $ (1,595) $ 67,689 Nine Months Ended September 30, 2025 (in thousands) Digital Assets Data Centers Treasury and Corporate Total Revenues and gains / (losses) from operations $ 50,580,979 $ 2,662 $ 547,736 $ 51,131,377 Less: Transaction expenses 49,807,846 — 61,881 49,869,727 Less: Impairment of digital assets 319,317 — 118,291 437,608 Adjusted gross profit $ 453,816 $ 2,662 $ 367,564 $ 824,042 Nine Months Ended September 30, 2024 (in thousands) Digital Assets Data Centers Treasury and Corporate Total Revenues and gains / (losses) from operations $ 26,852,394 $ — $ 553,030 27,405,424 Less: Transaction expenses 26,583,046 — 76,015 26,659,061 Less: Impairment of digital assets 67,198 — 123,741 190,939 Adjusted gross profit $ 202,150 $ — $ 353,274 $ 555,424 59 Table of Contents The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, Net income / (loss): (in thousands) Digital Assets Data Centers Treasury and Corporate Three Months Ended September 30, 2025 Net income / (loss) $ 234,392 $ 2,104 $ 268,561 $ 505,057 Add back: Equity based compensation 11,989 1,645 8,423 22,057 Notes interest and other expense — — 14,415 14,415 Taxes — — 40,145 40,145 Depreciation and amortization expense 3,812 — 3,585 7,397 Unrealized (gain) / loss on notes payable – derivative — — — — Mining related impairment loss / loss on disposal — — 38,027 38,027 Settlement expense — — 1,810 1,810 Other (income) / expense, net (272) (90) (595) (957) Reorganization and reorganization merger costs — — 1,401 1,401 Adjusted EBITDA $ 249,921 $ 3,659 $ 375,772 $ 629,352 (in thousands) Digital Assets Data Centers Treasury and Corporate Three Months Ended September 30, 2024 Net income / (loss) $ 8,855 $ (1,875) $ (40,310) $ (33,330) Add back: Equity based compensation 11,128 — 6,585 17,713 Notes interest and other expense 9,107 9,107 Taxes (7,885) (7,885) Depreciation and amortization expense 3,568 1,875 7,565 13,008 Mining related impairment loss / loss on disposal — — — — Unrealized (gain) / loss on notes payable – derivative — — 2,858 2,858 Other (income) / expense, net — — (781) (781) Reorganization and reorganization merger costs — — 1,227 1,227 Adjusted EBITDA $ 23,551 $ — $ (21,634) $ 1,917 (in thousands) Digital Assets Data Centers Treasury and Corporate Nine Months Ended September 30, 2025 Net income / (loss) $ 235,386 $ (795) $ 5,725 $ 240,316 Add back: Equity based compensation 29,757 2,115 18,997 50,869 Notes interest and other expense — — 42,726 42,726 Taxes — — 45,503 45,503 Depreciation and amortization expense 10,927 1,251 15,290 27,468 Mining related impairment loss / loss on disposal — — 95,057 95,057 Unrealized (gain) / loss on notes payable – derivative — — 35,544 35,544 Reorganization and reorganization merger costs — — 8,687 8,687 Settlement expense — — 7,344 7,344 Other (income) / expense, net (148) (90) (2,185) (2,423) Adjusted EBITDA $ 275,922 $ 2,481 $ 272,688 $ 551,091 60 Table of Contents (in thousands) Digital Assets Data Centers Treasury and Corporate Nine Months Ended September 30, 2024 Net income / (loss) $ 17,601 $ (5,349) $ 216,949 $ 229,201 Add back: Equity based compensation 41,875 — 19,626 61,501 Notes interest and other expense — — 26,564 26,564 Taxes — — (12,602) (12,602) Depreciation and amortization expense 8,057 5,349 20,058 33,464 Mining related impairment loss / loss on disposal — — — — Unrealized (gain) / loss on notes payable – derivative — — 15,144 15,144 Reorganization and reorganization merger costs — — 2,564 2,564 Other (income) / expense, net $ (2,606) (2,606) Adjusted EBITDA $ 67,533 $ — $ 285,697 $ 353,230 Key Factors Affecting Our Performance The growth and success of our business as well as our financial condition and operating results have been, and will continue to be, affected by a number of factors, including: Price and volatility of digital assets Values of digital assets have been highly volatile. Effects from speculation regarding the future appreciation or depreciation in the value of digital assets, making their market prices more volatile, may materially and adversely affect the value of our digital asset inventory. Changing investor confidence and resultant fluctuations in the price of various digital assets may cause uncertainty in the market and could negatively impact trading volumes of digital assets, which would negatively impact our business and operating results. Adoption of digital assets The cryptoeconomy experienced rapid growth in 2021 driven by the simultaneous widespread adoption of digital assets, expanded use of cryptocurrencies and broader blockchain innovations including DeFi and the growth of non-fungible tokens (“NFTs”) as a prominent form of tokenization. After a retreat in 2022, cryptocurrency markets started to rally in 2023, which continued through December 2024. After a brief retreat in the first quarter of 2025, the price of bitcoin stayed above $100,000 throughout the third quarter of 2025 and reached another all-time high, temporarily exceeding $126,000 on October 6, 2025. The initially retail-driven adoption of cryptocurrencies has evolved to include institutional holders, utilizing digital assets as both a store of value and for commercial applications. The lead up to the launch of the spot-based bitcoin ETFs in the U.S. in the first quarter of 2024 followed by the U.S. Presidential election in November 2024 provided a boost to bitcoin. According to the Crypto Market Sizing Report released by Crypto.com, the number of worldwide individual cryptocurrency users rose to 708 million as of September 2025, up from 659 million as of December 31, 2024 and 580 million in December 2023. Moreover, bitcoin’s trailing five-year compounded annual growth rate reached 60% as of September 30, 2025. However, historical trends are not indicative of future adoption, and it is possible that the adoption of digital assets and blockchain technology may slow, take longer to develop, or never be broadly adopted, which would negatively impact our business and operating results. Strategic acquisitions and investments We intend to continue to use our scale, expertise and balance sheet to identify and execute on acquisitions across our business lines. A series of acquisitions has diversified our product offerings and revenue sources. This includes the acquisition of the Helios bitcoin mining facility and its operations from Argo Blockchain in December 2022. In February 2023, we completed the acquisition of GK8, a developer of secure technology solutions for self-custody of digital assets by institutions, from the Chapter 11 bankruptcy estates of Celsius Network, LLC and its affiliated debtors in possession (the “Celsius Estate”). In July 2024, we acquired the assets of CMF, a blockchain node operator that provides trusted, secure services to decentralized protocols across the digital asset ecosystem. In December 2024, we acquired Fierce, a financial application software provider that we relaunched in October 2025 as GalaxyOne. See “—Recent Developments”. Any such acquisitions of, or investments in, companies with complementary products and technologies may affect our future operating results. 61 Table of Contents Regulation in U.S. and international markets Our financial prospects and continued growth depend in part on our ability to continue to operate in a manner compliant with regulations. Our business is subject to the oversight of numerous regulatory agencies in the U.S. and other jurisdictions, including, but not limited to, FinCEN, the SEC and the Commodities Futures Trading Commission (“CFTC”). Many of these agencies have issued consumer advisories regarding the risks posed by digital assets to investors. Our strategy is to continue to invest significantly in our finance, legal, compliance, and security functions in order to remain at the forefront of digital asset policy initiatives and regulatory trends. We primarily service institutional customers potentially mitigating some of the compliance risks. However, as the industry matures, we may experience fluctuations in our operating results as a result of changes in the laws and regulations that are applicable to our business. Critical Accounting Policies and Estimates Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Components of Results of Operations Revenue • Digital assets sales: Gross sales proceeds from sales of digital intangible assets. • Fees : Performance and management fees for unconsolidated funds, for which the Company acts as the general partner and / or manager. Additionally, this includes fees received for investment advisory services including mergers and acquisition advisory, as well as fees earned through technology licensing, mining hosting operations, and mining equipment lease income . • Blockchain rewards : Gross amount of blockchain generated digital assets and transaction fees earned for proof-of-stake validation, also referred to as staking. • Proprietary mining : Bitcoin rewards from proprietary digital asset mining. • Lending : The return that is earned from digital assets and fiat currencies lent to counterparties. Gains / (losses) from operations • Net gain / (loss) on digital assets : Realized and unrealized gains / (losses) from changes in the fair value of digital assets that are measured using fair value in accordance with our accounting policies. This includes net gains resulting from the return of Digital intangible assets borrowed and Collateral payable. Digital assets borrowed and Collateral payable digital asset liabilities each contain an embedded derivative that is valued based on the market prices of the underlying digital assets; certain corresponding Digital intangible assets may be held at the lower of cost or lowest observable fair value. Upon repayment of the digital asset loans, the impaired digital intangible assets would have a lower carrying value than the liabilities, resulting in a gain on extinguishment of the Digital asset loans payable. Other digital asset balances such as Digital assets receivable, digital assets posted as collateral, and Digital assets loan receivable, net of allowance are also measured at the fair value of the underlying digital assets and the resulting fluctuations are also included in Net gain / (loss) on digital assets. • Net gain / (loss) on investments : Gains / (losses) from the changes in fair value of investments, as well as the gain / (loss) from sales of investments held by the Company. 62 Table of Contents • Net gain / (loss) on derivatives trading : Change in fair value of derivative assets and liabilities, resulting from contracts held by the Company for trading and hedging purposes. Operating expenses Operating expenses consist of transaction expenses, impairment of digital assets, compensation and benefits, general and administrative (inclusive of depreciation and amortization), technology, professional fees, and exchangeable notes interest expense. Transaction expenses Transaction expenses consist of the following: • Digital assets sales costs : Carrying value of digital assets sold, net of impairment if applicable, allocated on a first-in-first-out basis. • Blockchain reward distributions : As a principal in the provision of staking services, the Company recognizes the amount of staking rewards earned by third-parties utilizing the Company’s validation infrastructure as part of its operating expenses. • Borrowing costs : Costs of borrowing digital assets and fiat from clients and counterparties. Borrowed digital assets and fiat are utilized in our trading and lending operations. • Mining and hosting costs : Mining power costs, including realized and unrealized gains and losses on power purchase agreements, hosting fee expense and costs of mining equipment recognized through sales-type finance leases. • Other transaction expenses : Trading commissions, custody, and exchange fees incurred by the Company. Impairment of digital assets Impairment loss from digital intangible assets which have been marked to the lower of cost or lowest observable fair value in the current period. Results of Operations Below is a discussion of our results of operations for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The results of operations presented below should be reviewed in conjunction with Galaxy’s consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. 63 Table of Contents Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024 The table below presents our results of operations for the three and nine months ended September 30, 2025 and 2024. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2025 2024 $ Change % Change 2025 2024 $ Change % Change Revenues $ 28,401.9 $ 8,570.7 $ 19,831.2 231 % $ 50,039.6 $ 26,788.9 $ 23,250.7 87 % Gains / (losses) from operations 817.0 141.6 $ 675.3 477 % 1,091.7 616.5 $ 475.2 77 % Revenues and gains / (losses) from operations 29,218.9 8,712.3 20,506.6 235 % 51,131.4 27,405.4 23,726.0 87 % Operating expenses: Transaction expenses 28,292.8 8,536.1 19,756.6 231 % 49,869.7 26,659.1 23,210.7 87 % Impairment of digital assets 197.7 108.5 89.2 82 % 437.6 190.9 246.7 129 % Compensation and benefits 85.0 57.3 27.8 49 % 207.0 179.6 27.4 15 % General and administrative 58.7 23.9 34.8 146 % 164.5 65.9 98.6 150 % Technology 11.5 7.6 3.9 51 % 33.0 21.4 11.6 54 % Professional fees 14.5 10.9 3.5 32 % 58.0 38.2 19.8 52 % Notes interest expense 14.4 7.1 7.3 103 % 42.7 21.1 21.6 102 % Total operating expenses 28,674.6 8,751.4 19,923.2 228 % 50,812.6 27,176.3 23,636.3 87 % Other income / (expense): Unrealized gain / (loss) on notes payable – derivative — (2.9) 2.9 100 % (35.5) (15.1) (20.4) (135) % Other income / (expense), net 1.0 0.8 0.2 25 % 2.5 2.6 (0.1) (4) % Total other income / (expense) 1.0 (2.1) 3.0 143 % (33.0) (12.5) (20.5) (164) % $ 545.2 $ (41.2) $ 586.4 1,423 % $ 285.8 $ 216.6 $ 69.2 32 % Income taxes expense / (benefit) 40.1 (7.9) 48.0 608 % 45.5 (12.6) 58.1 461 % Net income / (loss) $ 505.1 $ (33.3) $ 538.4 1,617 % $ 240.3 $ 229.2 $ 11.1 5 % Revenues and gains from operations Revenue Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2025 2024 Change % Change 2025 2024 Change % Change Digital assets sales $ 28,199.0 $ 8,464.8 $ 19,734.2 233 % $ 49,613.6 $ 26,507.7 $ 23,105.9 87 % Fees 104.3 20.7 83.6 404 % 132.8 75.4 57.4 76 % Blockchain rewards 52.2 48.1 4.1 9 % 164.5 96.1 68.4 71 % Proprietary mining 1.2 11.4 (10.3) (90) % 13.4 47.9 (34.5) (72) % Revenues from contract with customers $ 28,356.7 $ 8,545.0 $ 19,811.6 232 % $ 49,924.3 $ 26,727.1 $ 23,197.2 87 % Blockchain rewards from non-customers (1) 2.6 1.9 0.7 37 % 13.2 5.5 7.7 140 % Lending 42.6 23.6 19.0 81 % 102.2 56.4 45.8 81 % Total revenues $ 28,401.9 $ 8,570.5 $ 19,831.3 231 % $ 50,039.7 $ 26,789.0 $ 23,250.7 87 % ______________ (1) Includes blockchain rewards earned from decentralized finance protocols and third-party staking infrastructure. Total revenues were $28.4 billion and $50.0 billion, an increase of $19.8 billion and an increase of $23.3 billion, or 231% and 87%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The increase for the three months ended September 30, 2025 was primarily driven by a $19.7 billion increase in D i gital assets sales. The increase for the nine months ended September 30, 2025 was primarily driven by a $23.1 billion increase in Digital assets sales. Galaxy recognizes revenue from transactions with customers, which include centralized trading platforms, and the corresponding Digital asset sales cost, on a gross basis because of its 64 Table of Contents role as principal in sales and purchases of digital intangible assets. The significant volume of Galaxy’s digital intangible asset transactions results in significant Digital assets sales revenue with corresponding significant digital asset sales cost reflected in Transaction expenses. As a result, the magnitude of changes in Revenue on the Company’s statement of operations overshadow other parts of the business, but are predominantly offset by Transaction expenses in Net income. Digital assets sales were $28.2 billion and $49.6 billion, an increase of $19.7 billion and increase of $23.1 billion, or 233% and 87%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The increase for the three months ended September 30, 2025, was primarily driven by increased trade volumes resulting from a significant trade execution in the third quarter of 2025, supplemented by higher average digital asset prices in 2025. The increase for the nine months ended September 30, 2025, was also driven by the significant trade execution in the third quarter of 2025 and supplemented by higher average price of digital assets in 2025. Digital assets sales associated with external customer facing trades are reflected in the Digital Assets segment. Sales of bitcoin, ether and tether made up 86% and 86% , versus 87% and 89%, of Digital assets sales for the three and nine months ended September 30, 2025 and three and nine months ended September 30, 2024, respectively. Approximately 52% of Digital asset sales revenue for the three months ended September 30, 2025 was comprised of the sale of bitcoin , compared to 51% of Digital assets sales revenue for the three months ended September 30, 2024. Approximately 15% of Digital asset sales revenue for the three months ended September 30, 2025 was comprised of the sale of ether, compare d to 14% o f Digital assets sales revenue for the three months ended September 30, 2024. Approximately 53% of Digital asset sales revenue for the nine months ended September 30, 2025 was comprised of the sale of bitcoin, compared to 58% of Digital assets sales revenue for the nine months ended September 30, 2024. Approximately 14% of Digital asset sales revenue for the nine months ended September 30, 2025 was comprised of the sale of ether, compared to 14% of Digital assets sales revenue for the nine months ended September 30, 2024. Fee revenue was $104.3 million and $132.8 million, an increase of $83.6 million and $57.4 million, or 404% and 76%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2025, the increase was primarily attributable to the investment banking fees earned from us acting as placement agent in a private placement (the “Forward PIPE Transaction”) by Forward Industries, Inc., a global design company that initiated a Solana focused treasury strategy (“Forward Industries”), as well as additional asset management fees earned during the quarter due to increased assets under management. The increase was partially offset by the cessation of mining hosting contracts at the Helios site during the first quarter of 2025 in anticipation of the data center conversion. No mining hosting revenue was generated for the three and nine months ended September 30, 2025, as compared to mining hosting revenue of $7.0 million and $24.9 million during the three and nine months ended September 30, 2024. Blockchain rewards from customers were $52.2 million and $164.5 million, an increase of $4.1 million and $68.4 million, or 9% and 71% respectively, for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The increase was attributable to both increased assets under stake and a higher average price of digital assets during the 2025 periods. Galaxy launched proof of stake (“PoS”) validation infrastructure services (reflected within the Digital Assets segment) in late 2023 to which third party and proprietary digital assets may be bonded on PoS networks to generate blockchain rewards. The delegation of staked digital assets to Galaxy-operated validation infrastructure by a number of digital assert treasury companies starting in the second quarter of 2025 contributed to the increased Blockchain rewards from customers earned in the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024. The net portion of the blockchain rewards retained by Galaxy earned on third party digital assets bonded to Galaxy validator nodes was between 5% and 10% as of September 30, 2025. Blockchain rewards generated by the Digital Assets segment on Treasury and Corporate digital assets are eliminated on consolidation within the Treasury and Corporate segment. Blockchain rewards earned from non-customers are primarily generated from participation in various decentralized finance protocols. The yield generated from these activities are primarily driven by the value of the underlying digital asset at the time of receipt and the various incentives provided by the protocols to participants. Proprietary mining was $1.2 million and $13.4 million, a decrease of $10.3 million and $34.5 million, or 90% and 72%, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The decrease for the three and nine months ended September 30, 2025 was attributable to the cessation of proprietary mining at the Helios site at the end of the first quarter of 2025 and to lower hash price that resulted from the halving of the bitcoin network in April 2024. Mining activities are reflected within the Treasury and Corporate segment. Lending revenues were $42.6 million and $102.2 million, an increase of $19.0 million and $45.8 million, or 81% and 81%, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. This increase was primarily attributable to the increased size of the loan book. The average loan book size for the 65 Table of Contents three and nine months ended September 30, 2025 was $1.8 billion and $1.3 billion compared to $668.1 million and $566.1 million for the three and nine months ended September 30, 2024. Counterparty loan originations wer e $493.2 million and $2.2 billion for the three and nine months ended September 30, 2025 compared to $825.8 million and $1.4 billion for the three and nine months ended September 30, 2024. External lending revenue is reflected within the Digital Assets segment. Gains / (losses) from operations Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2025 2024 Change % Change 2025 2024 Change % Change Net gain / (loss) on digital assets $ 453.8 $ 112.0 $ 341.8 305.2 % — $ 570.5 $ 436.4 $ 134.1 30.7 % Net gain / (loss) on investments 297.8 13.3 $ 284.5 2,139.1 % — 360.0 (25.2) $ 385.2 1,528.6 % Net gain / (loss) on derivatives trading 65.4 16.3 $ 49.1 301.2 % — 161.2 205.3 $ (44.1) (21.5) % Net gain / (loss) from operations $ 817.0 $ 141.6 $ 675.4 477 % $ 1,091.7 $ 616.5 $ 475.2 77 % Net gain / (loss) on digital assets was $453.8 million and $570.5 million for the three and nine months ended September 30, 2025, compared to a Net gain / (loss) on digital assets of $112.0 million and $436.4 million for the three and nine months ended September 30, 2024. The net gain on digital assets during the nine months ended September 30, 2025 was driven by net gains of approximately $325.1 million on bitcoin including associated DeFi assets, net gains of approximately $122.9 million on SOL, including associated DeFi assets as well as restricted tokens, and net gains of approximately $116.6 million on ether including associated DeFi assets, partially offset by net losses of approximately $57.9 million on certain restricted digital assets including TIA and SPEC and net losses of approximately $17.2 million on digital assets receivable. The net gain on digital assets during the three months ended September 30, 2025 was primarily driven by net gains on bitcoin including associated DeFi assets of approximately $182.6 million, net gains on ether including associated DeFi assets of approximately $135.5 million, and net gains on SOL, including associated DeFi assets as well as restricted tokens of approximately $100.4 million. Galaxy transacts significantly in and holds net long positions predominantly in bitcoin, which increased in value by 6% and 22% , respectively, in the three and nine months ended September 30, 2025, and in ether, which increased in value by 67% and 24%, respectively, in the three and nine months ended September 30, 2025. The net gain or loss on digital assets not measured at fair value depends on the difference in value of the underlying digital asset between the time of recognition and derecognition. Net loss on digital financial assets in the three and nine months ended September 30, 2025 was driven by decreased valuations for digital assets from Galaxy’s net borrowed positions in these assets, which include certain tokenized financial instruments. Net gain / (loss) on digital assets is reflected in both the Digital Assets and Treasury and Corporate segments depending on the underlying activity. The primary drivers for the net gains and losses on digital assets were as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2025 2024 Change % Change 2025 2024 Change % Change Net gain/(loss) on digital intangible assets measured at fair value $ 279.4 $ 179.1 $ 100.4 56.1 % $ 127.4 $ 316.5 $ (189.0) (59.7) % Net gain/(loss) on digital intangible assets not measured at fair value (1) 202.8 (66.8) 269.6 403.6 % 472.6 119.8 352.8 294.5 % Net gain/(loss) on digital financial assets measured at fair value (2) (28.5) (0.3) (28.2) n/m (29.5) 0.1 (29.6) n/m Net gain/(loss) on digital assets $ 453.8 $ 112.0 $ 341.8 305.2 % $ 570.5 $ 436.4 $ 134.1 30.7 % _______________ (1) Includes gain on derecognition of impaired digital assets. (2) Includes gains and losses on tokenized financial assets such as U.S. Treasuries as well as tokenized variable debt tokens. Net gain on investments was $297.8 million and $360.0 million for the three and nine months ended September 30, 2025, respectively, compared to a Net gain on investments of $13.3 million and Net loss on investments of $25.2 million for the three and nine months ended September 30, 2024, respectively. The net gain for the three months ended September 30, 2025 was primarily attributable to net unrealized gains on Ripple Labs, Inc., Bullish Global and Bitcoin ETFs as well as realized gains on the sponsored Galaxy Digital Crypto Vol Fund, which holds Solana and AVAX, Bullish Global, and 66 Table of Contents bitcoin ETFs. The net gain for the nine months ended September 30, 2025 was primarily attributable to unrealized gains on Ripple Labs, Inc., Bullish Global, and bitcoin ETFs as well as realized gains on bitcoin ETFs, Xapo and the sponsored Galaxy Digital Crypto Vol Fund. The net gain for the three months ended September 30, 2024 was primarily attributable to realized gains earned on the distribution of bitcoin and cash from investments including Mt. Gox Investment Fund LP, partially offset by unrealized losses on short positions. The net loss for the nine months ended September 30, 2024 was primarily attributable to realized losses on short positions partially offset by realized gains on distributions of digital assets, including bitcoin, and cash received from investments including Mt. Gox Investment Fund LP and the FTX bankruptcy claims, as well as unrealized gains on the Company’s investments in BTC ETFs and the sponsored Galaxy Digital Crypto Vol Fund LLC. Net gains and losses on proprietary investments are reflected in the Treasury and Corporate segment. Net gain on derivatives trading was $65.4 million and $161.2 million , an increase of $49.1 million and a decrease of $44.1 million , or 301% and (21)%, f or the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively. Derivatives trading gains include proprietary trading and hedging activities. The increase for the three months ended September 30, 2025 was primarily attributable to a $53.0 million increase of realized and unrealized gains on settled and unsettled digital asset derivatives, partially offset by a decrease of $13.0 million in realized and unrealized gains on settled and unsettled interest rate derivatives . The decrease for the nine months ended September 30, 2025 was primarily attributable to a $52.0 million decrease of realized and unrealized gains on settled and unsettled digital asset derivatives, partially offset by a $17.1 million increase in realized and unrealized gains on settled and unsettled foreign currency derivatives. Net gain / (loss) on derivatives is reflected in both the Digital Assets and Treasury and Corporate segments dependent on the underlying activity. Net derivative gain represents gains / (losses) from settled derivative trades and gains / (losses) on open derivatives. It was driven by the following free-standing derivatives: Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 (in thousands) Gains / (losses) on open derivatives Gains / (losses) from settled derivative trades Net gain on derivatives trading Gains / (losses) on open derivatives Gains / (losses) from settled derivative trades Net gain on derivatives trading Digital assets (1) $ 14,390 $ 54,052 $ 68,442 $ 97,400 $ 30,715 $ 128,115 Foreign currencies (3,308) (1,913) (5,221) (1,571) 20,722 19,151 Interest rates (228) (2,305) (2,533) (900) 1,397 497 Equity securities (577) (1,134) (1,711) (4,941) 8,868 3,927 Commodities 1,173 5,265 6,438 1,307 8,240 9,547 Total $ 11,450 $ 53,965 $ 65,415 $ 91,295 $ 69,942 $ 161,237 ________________ (1) Galaxy actively hedged its exposure to restricted digital assets and digital asset receivables, which contribut ed $30.3 million an d $94.7 million to Net derivative gain in the three and nine months ended September 30, 2025, respectively. Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 (in thousands) Gains / (losses) on open derivatives Gains / (losses) from settled derivative trades Net gain on derivatives trading Gains / (losses) on open derivatives Gains / (losses) from settled derivative trades Net gain on derivatives trading Digital assets (1) $ 7,848 $ 7,561 $ 15,409 $ 27,692 $ 152,383 $ 180,075 Foreign currencies (5,783) 4,754 (1,029) 1,951 64 2,015 Interest rates 853 9,618 10,471 (2,765) 7,194 4,429 Equity securities 2,406 (10,874) (8,468) (13,605) 22,827 9,222 Commodities 684 (727) (43) (581) 10,142 9,561 Total $ 6,008 $ 10,332 $ 16,340 $ 12,692 $ 192,610 $ 205,302 _______________ (1) Galaxy actively hedged its exposure to restricted digital assets and digital asset receivables, which contributed $1.1 million and $22.3 million to Net derivative gain in the three and nine months ended September 30, 2024, respectively. 67 Table of Contents Operating expenses Transaction expenses Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2025 2024 Change % Change 2025 2024 Change % Change Digital assets sales costs $ 28,186.5 $ 8,454.2 $ 19,732.3 233 % $ 49,572.4 $ 26,471.6 $ 23,100.8 87 % Blockchain reward distributions 41.7 39.3 2.3 6 % 131.5 69.5 62.0 89 % Borrowing costs 51.5 26.6 24.9 94 % 127.1 63.3 63.8 101 % Mining costs 0.8 10.0 (9.2) (92) % 7.1 35.7 (28.6) (80) % Other transaction expenses 12.2 6.0 6.2 103 % 31.7 18.9 12.8 68 % Transaction expenses $ 28,292.7 $ 8,536.1 $ 19,756.5 231 % $ 49,869.8 $ 26,659.0 $ 23,210.8 87 % Digital assets sales costs w ere $28.2 billion and $49.6 billion , an increase of $19.7 billion and $23.1 billion, or 233% and 87%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024 . This was primarily driven by increased trade volumes resulting from a significant trade execution in the third quarter of 2025, supplemented by higher average digital asset prices in 2025 . Digital assets sales costs must be analyzed in conjunction with Impairment of digital assets and Net gain/(loss) on digital assets. As a percentage of Digital assets sales and Net gain/(loss) on digital assets, Digital assets sales costs and Impairment of digital assets collectively were approximately 100% for each of the three and nine months ended September 30, 2025 and 2024. Digital assets sales cost associated with external customer facing trades are reflected in the Digital Assets segment. Blockchain reward distributions were $41.7 million and $131.5 million, an increase of $2.3 million and $62.0 million, or 6% and 89%, respectively, for the three and nine months ended September 30, 2025 compared to $39.3 million and $69.5 million for the three and nine months ended September 30, 2024, respectively. Galaxy launched validators in 2023 (reflected within the Digital Assets segment) to which third party and proprietary digital assets may be bonded on PoS networks to generate blockchain rewards. Blockchain reward distributions represent the staking rewards earned on third party assets staked on Galaxy validators which are passed on to the third parties, net of the fees which Galaxy charges. The delegation of staked digital assets to Galaxy-operated validation infrastructure by a number of digital assert treasury companies starting in the second quarter of 2025 contributed to the increased Blockchain rewards and associated Blockchain reward distributions in the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024. The net portion of the blockchain rewards retained by Galaxy earned on third party digital assets bonded to Galaxy validator nodes, including the CPO, was between 5% and 10% as of September 30, 2025. Blockchain reward distributions generated by the Digital Assets segment on Treasury and Corporate digital assets are eliminated on consolidation within the Treasury and Corporate segment. Borrowing costs were $51.5 million and $127.1 million, an increase of $24.9 million and $63.8 million, or 94% and 101%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily due to higher average borrowing volumes supporting increased operational activity. Mining costs were $0.8 million and $7.1 million, a decrease of $9.2 million and $28.6 million, or 92% and 80%, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The decrease is attributable to the cessation of mining hosting contracts during the first quarter of 2025 and the elimination of proprietary mining at the Helios site at the end of the first quarter of 2025 in anticipation of the data center conversion. Power costs make up the majority of mining business expense. Galaxy had hashrate under management (“HUM”) attributable to its remaining bitcoin mining machines o f 0.2 exahash as of September 30, 2025 compared to HUM of 6.2 exahash as of September 30, 2024. Mining activities are reflected within the Treasury and Corporate segment. Other transaction expenses were $12.2 million and $31.7 million, an increase of $6.2 million and $12.8 million, or 103% and 68%, for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024. Other transaction expenses include exchange, custodial and trading fees. Impairment of digital assets was $197.7 million and $437.6 million, an increase of $89.2 million and $246.7 million, or 82% and 129%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. This increase was primarily attributable to the mix of digital intangible assets with 68 Table of Contents which the Company transacted; specifically higher exposure to digital assets which convey enforceable rights to Galaxy over the underlying assets, such as digital assets from many decentralized finance protocols and wrapped tokens, during the three and nine months ended September 30, 2025, as compared to the same period last year, resulted in higher impairment as the associated assets typically do not qualify for fair value treatment under ASU 2023-08. Impairment of digital assets includes expense associated with digital intangible assets held at lower of cost or market that were sold during the period and those digital intangible assets still held by Galaxy at the end of the period. Compensation and benefits were $85.0 million and $207.0 million, an increase of $27.8 million and $27.4 million, or 49% and 15%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The increase for the three months ended September 30, 2025 was due to an increase in headcount and an increase of the cash settled share based deferred bonus awards liability due to an increase in Galaxy’s share price. General and administrative expenses were $58.7 million and $164.5 million, an increase of $34.8 million and an increase of $98.6 million, or 146% and 150%, respectively, for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The increase for the three months ended September 30, 2025 was primarily driven by additional impairment of $38.0 million on proprietary mining equipment and infrastructure. The increase for the nine months ended September 30, 2025 was primarily driven by loss on disposal and impairment of mining equipment o f $95.1 million incurred during the period. Depreciation and amortization of $7.4 million and $27.5 million was included in General and administrative expenses for the three and nine months ended September 30, 2025, which decreased by $5.6 million and $6.0 million compared to $13.0 million and $33.5 million for the three and nine months ended September 30, 2024 due to the lower cost basis and write-off of mining equipment and infrastructure in anticipation of the data center conversion. Net Income/(Loss) Galaxy generated Net income of $505.1 million and Net income of $240.3 million for the three and nine months ended September 30, 2025, respectively, compared to Net loss of $33.3 million and Net income of $229.2 million for the three and nine months ended September 30, 2024, respectively. The primary drivers of Net income for the three and nine months ended September 30, 2025 were gains on our investment and digital assets portfolios, as well as significant revenues recognized from structuring the Forward PIPE Transaction, partially offset by an increase in operating expenses, specifically from loss on disposal and impairment of our mining equipment and infrastructure. Galaxy transacts significantly in bitcoin wh ich increased in value by 6% an d 22% during the three and nine months ended September 30, 2025, respectively, and ether which increased in value by 67% and 24% during the three and nine months ended September 30, 2025, respectively. Net trading gains and gains on our net long digital assets position were the drivers of Net income during the three and nine months ended September 30, 2024. The following table represents select financial data and a discussion of significant changes for the past eight quarters: (in millions) September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 Net gain / (loss) on digital assets $ 453.8 $ 134.9 $ (18.2) $ 198.2 $ 112.0 $ (22.0) $ 346.4 $ 281.2 Net gain / (loss) on investments $ 297.8 $ 195.4 $ (133.2) $ 284.0 $ 13.3 $ (101.5) $ 63.0 $ 37.6 Quarter over quarter fluctuation Bitcoin 6% 30% (12)% 48% 1% (12)% 69% 57% Ether 67% 36% (45)% 28% (24)% (6)% 60% 37% Cryptocurrency market capitalization 16% 24% (18)% 51% (4)% (14)% 64% 53% Bitcoin price (1) $114,056 $107,144 $82,549 $93,429 $63,329 $62,678 $71,334 $42,265 Ether price (1) $4,146 $2,486 $1,823 $3,333 $2,603 $3,433 $3,648 $2,281 Cryptocurrency market capitalization (2) $3,993,636 $3,429,992 $2,766,428 $3,393,595 $2,250,803 $2,332,883 $2,702,110 $1,647,895 (1) Represents coinmarketcap.com quoted price as of 23:59 UTC for bitcoin and ether. Presented in whole dollars. 69 Table of Contents (2) Represents market capitalization data from coinmarketcap.com through September 30, 2024 and from coingecko.com starting with the period ended December 31, 2024. Net gain / (loss) on digital assets and investments have historically been correlated with fluctuations in the prices of bitcoin and ether as demonstrated in the table above. As Galaxy’s operating businesses in the Digital Assets and Data Center segments mature, digital asset prices are anticipated to have a proportionally less significant impact on Net income in the future. Components of Financial Position The following represents selected financial data and a discussion of significant changes. As of (in millions) September 30, 2025 December 31, 2024 Change % Change Digital intangible assets (1) $ 3,841.6 $ 2,568.6 $ 1,273.0 50 % Digital financial assets 322.9 359.7 (36.8) (10) % Digital assets loans receivable 1,299.7 579.5 720.2 124 % Assets posted as collateral — digital assets 712.8 277.1 435.7 157 % Digital assets receivable (1) 21.4 60.7 (39.3) (65) % Digital assets subtotal 6,198.4 3,845.6 $ 2,352.8 61 % Digital assets borrowed (1) 3,064.8 1,497.6 1,567.2 105 % Collateral payable — digital assets 2,525.0 1,324.7 1,200.3 91 % Digital asset liabilities subtotal 5,589.8 2,822.3 $ 2,767.5 98 % Investments (1) 2,106.2 1,643.5 462.7 28 % Property and equipment 874.1 237.0 637.1 269 % Total assets $ 11,522.7 $ 7,119.9 $ 4,402.8 62 % Total liabilities $ 8,350.4 $ 4,925.5 $ 3,424.9 70 % (1) Includes current and non-current portion. As of September 30, 2025, our digital asset balances were $6.2 billion, an increase of $2.4 billion from December 31, 2024. This increase was driven by a significant increase in Digital assets borrowed to support increased operations, an increase in digital asset collateral payable due to the increased size of our loan portfolio, as well as increases in digital asset prices. These same drivers also drove the increase of $2.8 billion in our digital assets liabilities balances which totaled $5.6 billion as of September 30, 2025. The Company’s largest digital asset holding as of both September 30, 2025 and December 31, 2024 was bitcoin. During the nine months ended September 30, 2025, the price of bitcoin increased by 22%. Investments increased $462.7 million during the nine months to $2.1 billion as of September 30, 2025. This increase was primarily due to investments in Forward Industries, as well as unrealized gains of $156.7 million on investments still held at September 30, 2025. As of September 30, 2025, Galaxy’s largest investments were bitcoin and ether spot ETF investments of $640.8 million, limited partner interests in Galaxy-sponsored funds totaling $359.6 million, Forward Industries of $255.6 million, and Ripple Labs, Inc. of $170.8 million. As of December 31, 2024, Galaxy’s largest investments were bitcoin and ether spot ETF investments of $669.2 million and limited partner interests in Galaxy-sponsored funds totaling $398.4 million. Property and equipment increased $637.1 million during the nine months to $874.1 million as of September 30, 2025. The increase was primarily due to investment in AI/HPC infrastructure to build out our data center hosting facility at Helios in West Texas, partially offset by an $87.3 million impairment of mining equipment and related infrastructure and $12.3 million of disposals of mining equipment net carrying value as sociated with the data center conversion of our Helios campus. We capitalize costs, including direct labor and materials, associated with the development and construction of our AI/HPC data center infrastructure while the assets are being prepared for their intended use. 70 Table of Contents Total assets increased by $4.4 billion during the nine months to $11.5 billion as of September 30, 2025, primarily due to the $637.0 million increase in Property and equipment and $2.4 billion increase in digital assets balances described above. Total liabilities increased by $3.4 billion during the nine months to $8.4 billion as of September 30, 2025, primarily due to the $1.6 billion and $1.2 billion increase in digital assets borrowed and digital asset collateral payable, respectively, as described above. Liquidity and Capital Resources We held $1.1 billion in cash and cash equivalents as of September 30, 2025, an increase of $675.3 million , or 146.1%, as compared to December 31, 2024. The following table provides a breakdown of the Company’s cash and cash equivalents balances by location: (in millions) September 30, 2025 December 31, 2024 Digital asset trading platforms 154.6 64.7 Other financial institutions (1) 982.8 397.4 Total $ 1,137.4 $ 462.1 __________________ (1) Includes banks, other trading platforms, and broker-dealers Working capital (current assets less current liabilities) was $2.3 billion and T otal equity was $3.2 billion as of September 30, 2025, compared to working capital of $2.0 billion and Total equity of $2.2 billion as of December 31, 2024. As of September 30, 2025 and December 31, 2024, we held total gross digital assets with a carrying valu e of $4.2 billion and $2.9 billion , respectively. On August 15, 2025, Galaxy Helios I LLC entered into the Credit Agreement with Deutsche Bank AG providing for a senior secured term loan facility in an aggregate principal amount of up to $1.4 billion. The intended use for this facility is to finance the construction and development of a data center project in Dickens County, Texas and related costs. As of September 30, 2025, the outstanding amount drawn under the Credit Agreement was $433.5 million, which is recognized within Notes payable in the Company’s condensed consolidated interim statements of financial position. See Note 18 of the Company’s consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on the Credit Agreement. In June 2025, the Company and certain selling stockholders sold 35,980,967 shares of Class A common stock in an underwritten public offering, of which 26,400,000 shares were offered by the Company and the remaining sold by the selling stockholders (including pursuant to the underwriter’s option to purchase additional shares), at an offering price of $19.00 per share. Net proceeds to the Company from the offering were approximately $477.8 million after deducting underwriting discounts and offering costs. We are utilizing the net proceeds from this offering to finance the continued expansion of our AI/HPC infrastructure at the Helios data center campus and general corporate purposes. In November 2024, Galaxy issued $402.5 million of 2.500% Exchangeable Senior Notes due 2029. From time to time and subject to the terms of the indenture governing the 2029 Exchangeable Notes, the 2029 Exchangeable Notes are exchangeable for shares of Class A common stock. We are utilizing the net proceeds from the offering to support the build-out of high-performance computing infrastructure at our Helios data center in West Texas and for general corporate purposes. See Note 18 of the Company’s condensed consolidated interim financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on the 2029 Exchangeable Notes. In April 2024, Galaxy raised C$169.4 million from a syndicate of underwriters, led by Canaccord Genuity Corp. Galaxy issued 12,100,000 ordinary shares pursuant to the transaction. We are utilizing the net proceeds for working capital and general corporate purposes. In the general course of business, we make commitments to invest in our managed funds and to purchase equipment. As we grow our business, we expect our operating expenses to increase. In addition, we make investments in early-stage companies and coin networks in the digital assets space. Individual investments tend to be small but in the aggregate, these investments can constrain our liquidity. We consider our liquidity position and projected liquidity needs when committing to new investments. 71 Table of Contents From time to time we receive cash inflows from our investments via strategic disposal and redemptions, as well as via distributions. On a net cash basis, we expect to continue to make investments in our sectors as we find compelling opportunities, balanced by conservatively managing our liquidity. The $978 million increase in Total equity during the nine months ended September 30, 2025 was primarily due to our public offering of shares in June 2025 and the impact of the Reorganization Transactions, as well as Net income during the period of $240 million . (in thousands) September 30, 2025 December 31, 2024 Total assets $ 11,522,716 $ 7,119,855 Total liabilities $ 8,350,397 $ 4,925,503 Total equity 3,172,319 2,194,352 As of September 30, 2025 and through the date of this filing, we have not experienced any difficulties meeting counterparty requests to return loans or collateral. To meet our estimated capital expenditure requirements related to the conversion of the existing bitcoin mining infrastructure at our Helios campus to AI/HPC data center infrastructure, we will need to obtain additional debt, equity and/or equity-linked financing. The final terms and availability of any such financing will depend on various factors, including market conditions at the time. Beyond the Helios campus conversion, we believe that our existing cash and cash equivalents and cash flows from operations will be sufficient to support working capital requirements for at least the next 12 months. We expect these sources will be sufficient to fund our long-term contractual obligations and capital needs. However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory, and factors that are beyond our control. See “Risk Factors—Risks Related to our Operations—Our expansion into the AI/HPC data center business will require substantial additional capital. We may be unable to obtain additional financing for this or for other areas of business development on acceptable terms or at all” in this Quarterly Report on Form 10-Q. In the event there is insufficient working capital to support the growth of the business, we may sell digital assets to generate cash to meet obligations as they come due, or may exit all or a portion of an investment if an exit price is advantageous to us. We may also seek additional sources of financing in the future, including but not limited to, issuing equity, convertible notes or a debt facility. Refer to Note 17 of Galaxy’s consolidated financial statements included in this Quarterly Report on Form 10-Q for further information on commitments and contingencies and Note 15 of Galaxy’s consolidated financial statements for further information on the Company’s lease obligations. A table summarizing our contractual obligations is included in “Contractual Obligations” below. As of September 30, 2025 and December 31, 2024, we did not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial position. Cash Flows For the Nine Months Ended (in thousands) September 30, 2025 September 30, 2024 Net cash provided by (used in) operating activities 756,948 172,735 Net cash provided by (used in) investing activities (710,469) (457,566) Net cash provided by (used in) financing activities 628,844 240,198 Nine Months Ended September 30, 2025 Cash and cash equivalents for the nine months ended September 30, 2025 increased from $462.1 million to $1.1 billion. The Company utilized $710.5 million for its investing activities, which was primarily due to purchases of investments of $2.5 billion and purchases of property, equipment and intangible assets of $634.5 million partially offset by proceeds and distributions from investments of $2.6 billion. Net cash provided by financing activities was $628.8 million primarily due to $522.5 million, net of costs, from share issuances and $416.2 million of proceeds from Notes payable, net of issuance costs, partially offset by $178.4 million net cash used for margin loans payable. Operating activities provided an additional $756.9 million. 72 Table of Contents Nine Months Ended September 30, 2024 Cash and cash equivalents during the nine months ended September 30, 2024 decreased from $316.6 million to $272.0 million. The Company used $457.6 million for its investing activities, which was primarily due to purchases of investments of $2.8 billion partially offset by proceeds and distributions from investments of $2.4 billion. Net cash provided by financing activities was $240.2 million primarily due to $122.6 million, net of costs, from share issuances and $391.8 million of proceeds from loans payable partially offset by $236.0 million repayment of loans payable. Operating activities provided an additional $172.7 million. Contractual Obligations The following table presents a summary of our contractual obligations as of September 30, 2025: (in thousands) Payments Due by Period Contractual Obligations Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years Loans and collateral payable (1) $ 5,928,857 $ 5,919,277 $ 9,580 $ — $ — Lease obligations 14,524 1,427 8,719 4,378 — Notes payable 1,288,254 440,754 445,000 402,500 — Data center commitments 908,089 908,089 — — — Legal settlement 160,000 40,000 120,000 — — Other obligations (2) 137,333 2,081 135,252 — — Total Contractual Obligations $ 8,437,057 $ 7,311,628 $ 718,551 $ 406,878 $ — __________________ (1) Includes fiat and digital asset payables. Loans and collateral with terms of less than one year and those without a prespecified maturity date are included in the Less than 1 year category. However, these balances are generally extended and rolled into new loans and/or collateral. (2) Includes obligations to fund capital commitments to seven portfolio companies. Excludes other liabilities related to goods and services required in the ordinary course of business. Item 3. Quantitative and Qualitative Disclosures About Market Risk Market risk is the risk associated with changes in the market value of assets and liabilities resulting from broad market movements, such as changes in the general level of interest rates, equity prices, foreign exchange rates, and commodity prices. The Company’s material market risks are outlined below. Digital Asset Price Risk We have invested a significant portion of our capital in digital assets. This includes Digital intangible assets, Digital financial assets, Digital assets loan receivable, net of allowance, Assets posted as collateral, Digital assets receivable, and Derivative assets. Offsetting our digital assets balances, we have digital asset related liabilities including Collateral payable, Digital assets borrowed, and Derivative liabilities. As discussed in Note 2 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, while the majority of our digital assets are measured at fair value starting from January 1, 2023, we continue to account for a material portion of our digital assets as indefinite-lived intangible assets, which are subject to impairment losses if the fair values of our digital assets decrease below their carrying values at any time since their acquisition. Our digital assets related liabilities are accounted for using the fair value of the underlying digital assets, and are sensitive to changes in market prices. Management’s estimate of the effect of digital asset price risk on our Treasury and Corporate digital asset portfolio due to a +/- 20% change in the market prices of digital assets, with all other variables held constant, was + /- $260.9 million and $247.3 million as of September 30, 2025 and December 31, 2024, respectively. Equity Price Risk Equity price risk is the risk that the value of equity interests in private or public entities will fluctuate as a result of changes in equity prices (other than those arising from interest rate risk or foreign currency risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. All investments present a risk of loss of capital. The maximum risk resulting from financial instruments is equivalent to their fair value. Our investments are susceptible to other market risk arising from uncertainties about future prices of the 73 Table of Contents instruments. We moderate this risk through the various investment strategies within the parameters of our investment guidelines. Management’s estimate of the effect of equity price risk on investments due to a +/- 20% change in the market prices of our investments and investments sold short, with all other variables held constant, was + /- $378.5 million and $327.4 million as of September 30, 2025 and December 31, 2024, respectively. Credit and Counterparty Risk Our cash and cash equivalents, digital assets, derivatives, receivables (including digital assets receivables) and loans receivable (including digital asset loans receivable) are exposed to credit and counterparty risk. There are two main activities or processes in which we participate which give rise to credit and counterparty risk: lending and posting risk margin with trading platforms. Galaxy transacts in digital assets with third parties for lending, borrowing, and derivative trading purposes. These activities expose Galaxy to credit and counterparty risk. We mitigate this risk by requiring counterparties to provide collateral assets. Collateral that we accept is assessed based on its liquidity, volatility, correlation to the counterparty, and overall risk profile at the time of the transaction. Collateral accepted for digital asset loans is typically other denominations of digital assets or U.S. dollars. We only accept digital assets as collateral which are internally approved for trading. However, permissible collateral does not include all digital assets that are approved for trading. On termination of the loan, the borrower is required to return the digital assets to us, and any gains or loss in the market price during the loan would inure to us. In the event of a bankruptcy of the borrower, we could experience delays in recovering our digital assets. In addition, to the extent that the value of the digital assets increases during the term of the loan, the value of the digital assets may exceed the value of collateral provided to us, exposing us to credit risks with respect to the borrower and potentially exposing us to a loss of the difference between the value of the digital assets and the value of the collateral. If a counterparty defaults under its obligations with respect to a loan of digital assets or an open derivative position, including by failing to deliver additional collateral when required or by failing to return the digital assets upon the termination of the loan or settlement of the derivative, we may expend significant resources and incur significant expenses in connection with efforts to enforce the relevant agreement, which may ultimately be unsuccessful. Galaxy participates in DeFi protocols as part of its operations. DeFi is built on smart contracts that facilitate transactions without traditional intermediaries. The counterparty risk is elevated in decentralized finance environments due to the pseudonymous nature of blockchain transactions. Furthermore, the collateralization mechanisms in DeFi, often involving volatile digital assets, can lead to liquidity issues, especially in market downturns. The lack of a central authority or regulated framework to enforce contractual obligations or provide depositor insurance also increases our risk, as we have limited recourse in the event of defaults or platform failures. Additionally, smart contract risks, such as code vulnerabilities or execution failures, can result in significant financial losses. We have implemented monitoring procedures to both identify potentially malicious counterparties and minimize our exposure to any individual decentralized protocol. We post risk margin in the form of digital assets and U.S. dollars with digital asset trading platforms to participate in activities within the trading platform. The posting of risk margin is required to utilize leverage for spot, futures and derivative trading with regards to digital assets. Certain trading platforms will accept digital assets as collateral while other venues will only accept U.S. Dollars. Below is a list of digital asset trading platforms, including their location and type of collateral posted, where Galaxy posted more than a de minimis amount of risk margin as of September 30, 2025: Entity Entity Type Entity Domicile Collateral Type Binance Digital asset trading platform Cayman Islands Digital assets Maple Digital asset trading platform Australia Digital assets Fidelity Digital asset trading platform United States Digital assets Coinbase Digital asset trading platform United States Digital assets As of September 30, 2025, the total amount of digital assets on the digital asset trading platforms listed above was $1.1 billion, of which $374.3 million was held at Binance , $307.3 million was held at Maple , $214.4 million was held at Fidelity , and $172.3 million was held at Coinbase. In addition to the above, Galaxy maintained past relationships with Bakkt, Bitfinex, Bitmex, Bitstamp, Blockchain (PITX), Bybit, Huobi, Kraken, LMAX, OKX and Wootrade, all of which are digital asset trading platforms. Galaxy may re-engage with the foregoing digital asset trading platforms or other trading platforms at some point in the future. Galaxy 74 Table of Contents also, in the regular course of business, posts margin at financial institutions and other trading platforms outside of digital asset trading platforms. Some of these digital asset trading and digital asset derivatives platforms (collectively referred to in this Quarterly Report on Form 10-Q as “digital asset trading platforms”) are unregulated and are not subject to regulatory oversight. Furthermore, certain digital asset trading platforms engage in the practice of commingling their clients’ assets in omnibus platform wallets. When digital assets are commingled, transactions are not recorded on the applicable blockchain ledger but are only recorded by the digital asset trading platform. Therefore, there is risk around the occurrence of transactions or the existence of period end balances held at these digital asset trading platforms, and digital assets held at such digital asset trading platforms are subject to the risk of loss in the event of a bankruptcy, liquidation or similar event involving the trading platform. We limit our credit risk by placing our cash and digital assets with financial institutions and trading platforms on which we have performed internal due diligence procedures. Our due diligence procedures around trading platforms include, but are not limited to, internal control procedures around on-boarding new platforms which includes review of their anti-money laundering (“AML”) and know-your-client (“KYC”) policies by our Chief Compliance Officer (centralized platform specific); obtaining a security report by an independent third-party, if available; regular review of market information specifically regarding the trading platforms’ security and solvency risk, including reviewing wallets that interact with decentralized platforms (decentralized platform specific); setting balance limits for each platform account based on risk exposure thresholds and preparing daily asset management reports to ensure limits are being followed; and having a fail-over plan to move cash and digital assets held on a platform in instances where risk exposure significantly changes. While we intend to only transact with counterparties or platforms that we believe to be creditworthy, there can be no assurance that a counterparty will not default and that we will not sustain a material loss on a transaction as a result. Item 4. Controls and Procedures Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our CEO (our principal executive officer) and our CFO (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2025, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 75 Table of Contents PART II - OTHER INFORMATION Item 1. Legal Proceedings In the ordinary course of business, the Company and its subsidiaries and affiliates may be threatened with, named as defendants in, or made parties to pending and potential legal actions, including class actions, arbitrations and other disputes. The Company and its subsidiaries and affiliates are also subject to oversight by numerous regulatory and other governmental agencies and may receive inspection requests, investigative subpoenas and requests from regulators for documents and information, which could lead to enforcement investigations and actions. The Company reviews any lawsuits, regulatory investigations, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with its accounting policies. Except as discussed below, the Company does not believe that the ultimate resolution of existing legal and regulatory outstanding matters will have a material effect upon our financial condition or liquidity. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution of one or more of these matters may have a material adverse effect on the Company’s results of operations for a particular period, and future changes in circumstances or additional information could result in additional accruals or resolution in excess of established accruals, which could adversely affect the Company’s results of operations, potentially materially. Luna matters: On March 27, 2025, Galaxy reached an agreement with the New York State Attorney General to resolve civil claims related to certain investments, trading, and public statements made in connection with the LUNA digital asset from late 2020 to 2022. As of September 30, 2025 and December 31, 2024, the Company had accrued a legal provision of $149 million and $182 million, respectively. The accrued amounts include the impact of discounting the estimated cash flows at a rate of approximately 4.3%. The undiscounted settlement was $200 million and payable between 2025 and 2028, with a payment of $40 million in each of 2025 and 2026, and a payment of $60 million in each of 2027 and 2028. Under the terms of the settlement, Galaxy also agreed to, among other things, compliance enhancements related to public statements about cryptocurrency and purchases and sales of cryptocurrency. In December 2022, a proposed class action was filed in the Ontario Superior Court of Justice against GDH Ltd., our Chief Executive Officer and our former Chief Financial Officer asserting various claims including alleged misrepresentations relating to our public disclosure regarding investments and trading in the LUNA digital asset. The class action purports to be brought on behalf of a proposed class of persons and entities who acquired our securities on the secondary market from May 17, 2021 to and including May 6, 2022. The class action seeks unspecified damages and various declaratory relief, including leave to proceed with the right of action for misrepresentation under statutory securities provisions. These proceedings are still in early stages and have not been certified to proceed as a class action. The plaintiff’s motion for leave and certification is scheduled to be heard in April 2026. Based on the stage of the case, the outcome remains uncertain, and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. See “Item 1A. Risk Factors—Risks Related to our Operations—We or our subsidiaries and affiliates are and may continue to be subject to substantial litigation, including individual and class action lawsuits, and regulatory risks” for additional information about the risks related to the Luna matters. Item 1A. Risk Factors Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks occur, our business, operating results, financial condition, and future prospects could be materially and adversely affected. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories. The market price of our Class A common stock could decline, and you could lose part or all of your investment due to any of these risks. Some statements in this Quarterly Report on Form 10-Q, including statements in the following risk factors, constitute forward-looking statements. See the section titled “Special Note Regarding Forward-Looking Statements.” 76 Table of Contents Summary Risk Factors Below is a summary of the principal factors that make an investment in our Class A common stock risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized here, and other risks that we face, can be found following this summary and should be carefully considered, together with other information in this Quarterly Report on Form 10-Q, before making investment decisions regarding our Class A common stock: • We have limited operating history. Our business lines are nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and are not assured to be profitable. • Our operating results have and will significantly fluctuate due to a variety of factors, including the highly volatile nature of cryptocurrency. • A determination that a digital asset is a “security,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock. • A determination that a digital asset is a “security,” or a “security-based swap,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could have adverse regulatory consequences for us, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock. • Our process for analyzing whether or not a particular digital asset is a security for purposes of the federal securities laws may not yield results that are consistent with subsequent determinations by the SEC or federal courts, or with similar determinations made by our competitors. • We are highly dependent on our key personnel, including our Founder, which exposes stockholders to material and unpredictable “key man” risk. • If we fail to develop, maintain and enhance our brand and reputation, our business operating results and financial condition may be adversely affected. • We operate in highly competitive industries; and we compete against unregulated or less regulated companies and companies with greater financial and other resources; and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively. • We or our subsidiaries and affiliates are and may continue to be subject to substantial litigation, including individual and class action lawsuits, and regulatory risks. • Our business relies on third-party service providers and subjects us to risks that we may not be able to control or remediate. • Because our long-term success depends, in part, on our ability to expand our sales to customers outside the United States, our business is susceptible to risks associated with international operations. • Managing different business lines could present conflicts of interest. • Our strategy to expand into the AI/HPC data center business may not be successful and may result in adverse consequences to our business, financial condition and results of operations. • Our AI/HPC data center business model is predicated, in part, on establishing and maintaining a customer base that will generate a recurring stream of revenues. If that recurring stream of revenues is not maintained or does not increase as expected, our operating results may be adversely affected. • We are subject to risks in connection with our mining business and AI/HPC data center business, including risks associated with counterparties. • Digital assets represent a new and rapidly evolving industry, and the market price of our Class A common stock has in the past and may in the future be impacted by the acceptance of bitcoin and other digital assets. • Our and our third-party service providers’ failure to safeguard and manage our and our customers’ funds and digital assets could adversely impact our business, operating results and financial condition. 77 Table of Contents • Legislative or regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies could restrict the use of one or more digital assets, the ability to enter into transactions referencing digital assets, validating or mining activity, the operation of digital asset networks or digital asset trading platforms in a manner that adversely affects our business. • Cybersecurity incidents and other issues related to our information systems, technology and data may materially and adversely affect us. • Any failure to obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights could adversely affect our business, financial condition and results of operations. • GDI’s principal asset is its direct ownership interest in GDH LP. GDI is accordingly dependent upon distributions from GDH LP to pay dividends, if any, and taxes, make payments under the Tax Receivable Agreement and pay other expenses. • Our Founder controls a significant portion of our voting power and his interests may be different from those of stockholders and may prevent new investors from influencing significant corporate decisions, including mergers, consolidations, or the sale of us or all or substantially all of our assets. • The market price and trading volume of our Class A common stock may be volatile, which may affect the value of an investment in our Class A common stock and could subject us to litigation. • Substantial future sales of shares of our Class A common stock in the public market could cause the market price of our Class A common stock to fall. • The tokenization of our Class A common stock may introduce risks and uncertainties that adversely affect the market for, and the trading price of, our Class A common stock, among other potential consequences. • We face challenges, increased costs and administrative responsibilities as a newly listed U.S. company, and management devotes substantial time to related compliance initiatives. • Our management team has limited experience managing a U.S. public company and some members of senior management are new to our company and our industry. Our business could be adversely affected if our management team is not successfully integrated or does not execute our business plan and developmental strategies. Risks Related to Our Operations We have limited operating history. Our business lines are nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and are not assured to be profitable. We and our subsidiaries have limited operating history on which an investor might evaluate our performance. We began operations in 2018, and publicly introduced new products and services, including buying and selling of select cryptocurrencies (our “trading” business), managing capital on behalf of third parties (our “asset management” services), our financial, investment and strategic financial services (our “investment banking” services), our balance sheet venture investments portfolio (managed by our “crypto ventures” team), our suite of products and services related to bitcoin mining (our “mining” services) in 2020, our self-custody technology business in 2023, our validator services business in 2024 and our GalaxyOne platform in 2025. As a result, we are subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues, any of which could have a material adverse effect on us and may force us to reduce or curtail operations. Due to our limited operating history, our business model has not been fully proven and we have limited financial data that can be used to evaluate our current business and future prospects, which subjects us to a number of uncertainties, including our ability to plan for, model and manage future growth and risks. Our historical revenue growth should not be considered indicative of our future performance. There is no assurance that we will be successful in achieving a return on stockholders’ investment and the likelihood of success must be considered in light of the early stage of operations. Even if we accomplish these objectives, we may not generate the anticipated positive cash flows or profits. No assurance can be given that we will ever be successful in our operations and operate profitably. Furthermore, our business lines are nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks in every jurisdiction and are not assured to be profitable. We may fail to be able to implement our investment or trading strategies, achieve our investment objectives, effectively operate our digital asset 78 Table of Contents mining sites, develop our business lines or produce a return for our investors. We have chosen to pursue a number of different businesses in this evolving industry. It is possible that some of these businesses may be difficult to enter and/or it may become evident that a particular business is not a productive use of capital or time. In particular, it is possible that existing laws and regulations (as interpreted going forward), and newly-enacted laws and regulations that have not yet become effective or been proposed, could make it impractical or impossible for us to enter into new business lines and may require us to stop engaging in certain business activities that we already perform that may currently be profitable. These difficulties and legal restrictions could lead us to modify our businesses and focus. In particular, we may become involved in investments and projects that are not directly related to the digital asset or blockchain industry. These projects are likely to relate to industries and clients that we believe will benefit in the future from blockchain technology and our experience and network in the digital assets industry. From time to time, we may also launch new lines of business, offer new products and services within existing lines of business or undertake other strategic projects. For example, we are currently in the process of converting the infrastructure at our Helios mining campus to AI/HPC data center infrastructure and operations. While we have experience in providing computing power, we have no experience in developing, retrofitting and offering AI/HPC data centers, and there can be no assurance that these or any other modifications to our business model and strategy will be successful or will not result in harm to our business. See “—Risks Related to Our Business Lines—Our strategy to expand into the AI/HPC data center business may not be successful and may result in adverse consequences to our business, financial condition and results of operations” for more information on the risks relating to our transition to the AI/HPC business. There are substantial risks and uncertainties associated with these efforts and we expect to invest significant capital and resources in such efforts. Regulatory requirements can affect whether initiatives are able to be brought to market at all and, even if so, in a manner that is timely and attractive to our customers. Initial timetables for the development and introduction of new lines of business, products or services and price and profitability targets may not be met. Furthermore, our revenues and costs may fluctuate due to start-up costs associated with new businesses or products and services (including for legal or regulatory reasons) while revenues may take time to develop, which may adversely impact our results of operations. If we are unable to successfully manage our business while reducing expenses, our ability to continue in business could depend on our ability to raise sufficient additional capital, obtain sufficient financing and/or monetizing assets. The occurrence of any of the foregoing risks would have a material adverse effect on our financial results, business and prospects. Our operating results have and will significantly fluctuate due to a variety of factors, including the highly volatile nature of cryptocurrency. Our leading sources of revenue are dependent on digital assets and the broader cryptoeconomy. Our operating results have and will significantly fluctuate due to a variety of factors, including the highly volatile nature of cryptocurrency. Significant positive or negative changes in cryptocurrency asset prices (whether individually or in the aggregate) will not necessarily result in similar benefit or impairment to our operating results and financial condition. For example, the cumulative market capitalization of cryptocurrencies decreased approximately 57% during the three months ended June 30, 2022, while the value of GDH LP limited partners’ capital decreased 23% during the same period. Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: • our dependence on offerings that are dependent on digital asset trading activity, including trading volume and the prevailing trading prices for digital assets, whose trading prices and volume can be highly volatile; • our ability to attract, maintain, and grow our customer base and engage our customers; • changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees; • legislative or regulatory changes that impact our ability to offer certain products or services; • the impact of environmental, social and governance concerns surrounding digital assets; • pricing for our products and services; • investments we make in the development of products and services as well as technology offered to our ecosystem partners, international expansion, and sales and marketing; • our ability to utilize, utilization of and dependence on centralized digital asset trading platforms and OTC markets that are approved primarily based on our diligence review; • macroeconomic conditions, including decreased trading in global markets or decreased demand for financial services products generally; 79 Table of Contents • disputes with our customers or regulators, adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs; • the development and introduction of existing and new products and services by us or our competitors; • increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive; • the timing and amount of noncash expenses, such as stock-based compensation and asset impairment; • system failure or outages, including with respect to third-party cryptocurrency networks, decentralized finance protocols, breaches of security or privacy or any inaccessibility of the third-party cryptocurrency networks or decentralized finance protocols due to our or third-party actions; • changes in the overall tax rate for our business, changes in tax laws or judicial or regulatory interpretations of tax laws; • changes in accounting standards, policies, guidance and interpretations or principles; • changes in requirements imposed on us by regulators or by our counterparties, including net capital requirements imposed by the SEC and the Financial Industry Regulatory Authority (“FINRA”) on our broker-dealers; • our ability to attract and retain talent; • our ability to compete with our competitors; and • general economic conditions in either domestic or international markets, including the impact of pandemics, global economic slowdowns, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, actual or perceived global banking and finance related issues, increased risk of inflation, potential uncertainty with respect to the federal debt ceiling and budget and potential or actual government shutdowns, related thereto, interest rate volatility, and potential global recession. As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In light of the rapidly evolving nature of our business and the cryptoeconomy, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates. Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the market price of our Class A common stock may increase or decrease significantly. Our operating results are dependent on the prices of digital assets and volume of transactions that we conduct. If such price or volume declines, our business, operating results, and financial condition would be adversely affected. Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. We have significant investments in digital assets. As of September 30, 2025, we held digital intangible assets of $3.8 billion, digital financial assets of $322.9 million, and bitcoin and ether spot ETF investments of $640.8 million. Changes in the value of digital assets will generally have a significant impact on our results. Our operating results will be impacted by the revenues and profits we generate from the purchase, sale, and trading of digital assets and financial contracts linked to digital assets. The price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject to significant volatility. For instance, in 2017 and 2021, the value of certain digital assets, including bitcoin, experienced steep increases in value, followed by steep declines in 2018 and 2022. After recovering from the 2018 decline and reaching record highs in December 2021, the value of the total crypto market cap declined by approximately 64% in the twelve months ended December 31, 2022. The collapse of several companies in the digital asset industry such as Celsius, Voyager and FTX impacted digital assets prices in 2022 and the majority of 2023. We believe that the approval and launch of spot-based Bitcoin ETFs in the U.S. in the first quarter of 2024 and the election of President Donald Trump in the fourth quarter of 2024 drove up the crypto market cap again in 2024, but the crypto market generally declined in the first quarter of 2025 before increasing again in the second quarter of 2025. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including: • market conditions across the cryptoeconomy; • changes in liquidity, volume, and trading activities; 80 Table of Contents • trading activities on digital asset trading platforms worldwide, many of which may be unregulated, and may include manipulative activities; • investment and trading activities of highly active retail and institutional users, speculators, miners, and investors; • the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all; • decreased user and investor confidence in digital assets and digital asset trading platforms; • negative publicity and events relating to the cryptoeconomy; • unpredictable social media coverage or “trending” of digital assets; • the ability for digital assets to meet user and investor demands; • the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications; • consumer preferences and perceived value of digital assets and digital asset markets; • increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics; • regulatory (including enforcement) or legislative changes and updates affecting the cryptoeconomy; • the characterization of digital assets under the laws of various jurisdictions around the world; • the maintenance, troubleshooting, and development of the blockchain networks underlying digital assets, including by miners, validators, and developers worldwide; • the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently; • ongoing technological viability and security of digital assets and their associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability; • fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset trading platforms; • financial strength of market participants; • the availability and cost of funding and capital; • the liquidity of digital asset trading platforms; • interruptions in service from or failures of major digital asset trading platforms; • availability of an active derivatives market for various digital assets; • availability of banking and payment services to support cryptocurrency-related projects; • level of interest rates and inflation; • monetary policies of governments, trade restrictions, and fiat currency devaluations; and • national and international economic and political conditions. There is no assurance that any digital asset will maintain its value or that there will be meaningful levels of trading activities. For example, in 2022, we witnessed dampened demand for trading digital assets in the wake of industry turmoil, impacting our operating results. In the event that the price of digital assets or the demand for trading digital assets decline, our business, operating results, and financial condition could be adversely affected. 81 Table of Contents Our operating results are dependent on the prices of digital assets and volume of transactions that we conduct, which have historically been volatile and are subject to social media and publicity risks. Activities in bitcoin and other digital assets also receive a high degree of public scrutiny, both from traditional media sources and through social media and other forums. Unfavorable publicity regarding bitcoin has adversely affected the price of bitcoin, as has unfavorable publicity involving other digital assets or digital asset-focused firms. Bitcoin has in the past, and may in the future, be the target of media criticism, including regarding the market value, utility and environmental effects of bitcoin. Such unfavorable media coverage could continue to materially impact decisions to buy, hold, or trade bitcoin and, as a result, impact the price of bitcoin. In addition, social media posts and other statements and actions by prominent individuals, including Elon Musk and Michael Saylor, have resulted in outsized movements in the market price of bitcoin and other cryptocurrencies. It is possible that future statements by Mr. Musk, Mr. Saylor and other individuals concerning bitcoin and other cryptocurrencies will have disproportionate impacts on the market price of bitcoin and other digital assets. A determination that a digital asset is a “security,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock. Depending on the facts and circumstances, a digital asset may be considered a “security,” or an activity in which we engage may be deemed to involve a “securities transaction,” under the federal or state securities laws. The test for determining whether a particular digital asset is a “security,” or whether a particular activity involves a “securities transaction,” is complex and difficult to apply, and the outcome is difficult to predict. Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider bitcoin or ether to be securities, and does not currently consider bitcoin to be a security. Moreover, the staff of the SEC’s Division of Corporation Finance has published statements that it does not consider, under certain circumstances, “meme coins” or some stablecoins to be securities. However, such statements may be withdrawn at any time without notice and comment by the staff of the Division of Corporation Finance at the SEC or the SEC itself. In addition, the SEC, through delegated authority approving the exchange rule filings to list shares of trusts holding ether as commodity-based ETFs, appears to have implicitly taken the view that ether is not a security, and through delegated authority has approved exchange rule filings to list shares of trusts holding ether as commodity-based exchange traded products that are not registered as investment companies. The SEC staff has also authored informal, non-binding “no-action” letters to the promoters of a handful of digital assets to the effect that the staff would not recommend enforcement action to the SEC on the basis that transactions in such digital assets, as described to the staff by their respective promoters, are securities transactions. On the other hand, the SEC under the prior administration brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities. Under the prior administration, the SEC also brought enforcement actions against digital asset trading platforms for allegedly operating unregistered securities exchanges, brokers, and clearing agencies on the basis that certain of the digital assets that they facilitate trading and settlement of through their platforms are securities. In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets let by Commissioner Hester Peirce. Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital assets-based investment vehicles, and clarity regarding digital asset custody, lending, and staking. However, the efforts of the crypto task force have only just begun, and how or whether the SEC regulates digital asset activity in the future remains to be seen. Whether a digital asset is a security or offers and sales of a digital asset are securities transactions under the federal securities laws depends on whether it is included in the lists of instruments making up the definition of “security” in the Securities Act, the Exchange Act, the Investment Advisors Act and the Investment Company Act (collectively, “federal securities laws”). Digital assets as such do not appear in any of these lists, although each list includes the terms “investment contract” and “note,” and the SEC has typically analyzed whether a particular digital asset is a security by reference to whether it meets the tests developed by the federal courts interpreting these terms, known as the Howey and Reves tests, respectively. For many digital assets, whether or not the Howey or Reves tests are met is difficult to resolve definitively, and substantial legal arguments can often be made both in favor of and against a particular digital asset qualifying as a security under one or both of the Howey and Reves tests. Adding to the complexity, the SEC staff has indicated that the security status of a particular digital asset can change over time as the relevant facts evolve, though the SEC has not further addressed this theory in its ongoing litigation. 82 Table of Contents Certain state regulators or attorneys general have also alleged that certain digital assets are securities under relevant state laws and that digital asset trading platforms’ activities violate state securities laws. Any enforcement action by the SEC or a state securities regulator asserting that a digital asset is a security or sold in a securities transaction or related derivatives contract, or a court decision to that effect, would be expected to have an immediate material adverse impact on the trading value of that digital asset, and depending on the specific characteristics of the digital asset, could have adverse spillover effects on the trading values of other digital assets perceived to share similar characteristics. This is because the business models behind most digital assets are incompatible with U.S. regulations applying to transactions in securities. If a digital asset is determined to be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied in the United States through the same channels used by non-security digital assets. For example, all transactions in such digital asset would have to be registered with the SEC and potentially state securities regulators, or conducted in accordance with exemptions from registration, which could severely limit its liquidity and usefulness. Moreover, the network on which such digital asset is utilized may be subject to regulation as an intermediary in the securities markets, which could effectively render the network impracticable for its intended purposes. In addition to materially and adversely affecting the trading value of the digital asset, any such consequences are likely to significantly impact its liquidity and market participants’ ability to convert the digital asset into U.S. dollars. Any assertion that a digital asset is a security or securities transaction by the SEC or another regulatory or judicial authority may have similar effects. The SEC’s positions on the federal securities law status of particular digital assets are closely watched and can have dramatic effects, whether or not the SEC’s positions prevail in federal court. For example, in 2020 the SEC filed a complaint against the promoters of XRP alleging that they raised more than $1.3 billion through XRP sales that should have been registered under the federal securities laws, but were not. In the weeks following the filing of the SEC’s complaint, XRP’s market capitalization fell to less than $10 billion, which was less than half of its market capitalization in the days prior to the complaint. Subsequently, in July 2023, the District Court for the Southern District of New York held that while XRP is not a “security,” certain sales of XRP to certain buyers (but not other types of sales to other buyers) amounted to “investment contracts” under the Howey test and therefore securities. The District Court entered a final judgment in the case on August 7, 2024. On January 15, 2025, the SEC filed an appeal against the judgment with the United States Court of Appeals for the Second Circuit (the “Second Circuit”). In late March 2025, senior executives of the promoters of XRP announced on social media platforms that the SEC has agreed to drop its appeal without conditions in connection with its settlement agreement with the SEC, which is subject to finalization. On April 10, 2025, the promoters of XRP and the SEC filed a joint motion to pause the judicial proceedings. On April 16, 2025, the Second Circuit granted the joint motion and ordered the SEC to file a status report within 60 days. On May 8, 2025 the promoters of XRP and the SEC entered into a settlement agreement, which provided that, among other things, the parties would jointly request the district court to issue an indicative ruling as to whether it would dissolve the August 7, 2024 injunction and order the escrow account to be released, with $50 million ultimately being paid by the promoters of XRP as a civil penalty to the SEC. Likewise, in the days following the announcement of SEC enforcement actions against certain digital asset issuers and trading platforms, the prices of various digital assets declined significantly and may continue to decline if or as such cases advance through the federal court system. Furthermore, the decisions in cases involving digital assets have resulted in seemingly inconsistent views of different district court judges, including one that explicitly disagreed with the analysis underlying the decision regarding XRP, which underscore the continuing uncertainty around which digital assets or transactions in digital assets are securities and what the correct analysis is to determine each digital asset’s status. For example, the conflicting district court opinions and analyses demonstrate that factors such as how long a digital asset has been in existence, how widely held it is, how large its market capitalization is, the manner in which it is offered, sold or promoted and whether it has actual use in commercial transactions, ultimately may have limited to no bearing on whether the SEC, a state securities regulator or any particular court will find it to be a security. In June 2023, the SEC brought an action against Binance (the “Binance Complaint”) and Coinbase (the “Coinbase Complaint”) alleging that they solicited U.S. investors to buy, sell, and trade “crypto asset securities” through their unregistered trading platforms and operated unregistered securities exchanges, brokerages and clearing agencies. Binance subsequently announced that it would be suspending USD deposits and withdrawals on Binance.US and that it planned to delist its USD trading pairs. In November 2023, the SEC brought similar charges against Kraken (the “Kraken Complaint”), alleging that it operated as an unregistered securities exchange, brokerage and clearing agency. In February 2025, March 2025 and May 2025, respectively, each of Coinbase, Kraken and Binance entered into a court-approved joint stipulation with the SEC to dismiss each of the SEC’s lawsuits with prejudice. Several other digital assets market participants have also announced that the SEC informed them that the SEC was terminating its investigation or 83 Table of Contents enforcement action into their firm. The effect of these lawsuits on the broader digital asset ecosystem and the reputation impact on industry participants, remain uncertain. As part of our trading business, we have in the past and in some cases continue to provide clients and counterparties access to certain digital assets that the SEC in these complaints has alleged to be securities, or the subject of securities transactions. We carefully consider the implications of these allegations as well as other developments relating to the digital assets to which we may provide clients and counterparties access. As described under “—A determination that a digital asset is a “security,” or a “security-based swap,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could have adverse regulatory consequences for us, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock,” the determination that a digital asset is a security under the federal securities laws could also have adverse U.S. regulatory consequences for us. But even if there were no such adverse U.S. regulatory consequences, we may nevertheless decide to terminate our services relating to that digital asset and liquidate our holdings of that digital asset while we believe a liquid market still exists, which could result in us selling that digital asset at depressed prices. To the extent we hold any digital asset that is impacted by an assertion or finding of securities status, or we engage in any economic arrangement in respect of a digital asset that is deemed to be a securities transaction, our business, financial condition and results of operations would be adversely impacted, as they would to the extent we earn revenues from transacting or facilitating transactions in that digital asset. Depending on which digital asset or activities are impacted, these adverse impacts could be material to us and to the market price of our Class A common stock. A determination that a digital asset is a “security,” or a “security-based swap,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could have adverse regulatory consequences for us, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock. In addition to the potential for adverse consequences to our business, financial condition and results of operations described under “—A determination that a digital asset is a “security,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock,” the classification of a digital asset as a security under the federal securities laws has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, clearing and holding of such assets. In 2023, the SEC brought the Coinbase Complaint, the Binance Complaint and the Kraken Complaint, alleging that a number of digital assets are securities and that, as a result, each of these companies had failed to register with the SEC in a number of capacities as required under the federal securities laws. Although the complaints against Binance, Coinbase, and Kraken have been dismissed, in the days following the complaints, one of the digital asset trading platform’s publicly traded stock price fell by 10%. Although we take the implications that our digital assets could be treated as securities for federal securities law purposes into account, for a digital asset that we previously treated as not being a security for federal securities law purposes, the implications could include the following, any of which could have adverse consequences to our business, financial condition and results of operations as well as the market price of our Class A common stock: • Liability for participating in unregistered securities offerings. In the United States, securities generally may not be offered or sold unless the offer or sale is registered with the SEC or an exemption from registration is available. If a digital asset or any of our transactions in or referencing digital assets is determined to be a security and we offered or sold that digital asset, or engaged in that digital asset transaction, without a valid exemption from SEC registration requirements, we could incur liability to purchasers as well as SEC monetary fines and other penalties, including restrictions on our ability to conduct business. • Liability for acting as an unregistered broker-dealer, national securities exchange or clearing agency. A person in the business of effecting transactions in securities or security-based swaps in the United States is generally subject to registration with the SEC as a “broker,” “dealer,” or “security-based swap dealer.” A platform that brings together purchasers and sellers to trade securities (or certain securities-related derivatives) in the United States is generally subject to registration as a national securities exchange or as a security-based swap execution facility, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system. A person that facilitates clearing and settlement of securities or that acts as a securities depository may be subject to registration with the SEC as a clearing agency. If a digital asset is determined to be a security and we transacted in that digital asset or engaged in a transaction referencing that digital asset in a manner implicating any of the foregoing SEC registration requirements or other related registrations without being so registered or without 84 Table of Contents a valid registration exemption, we could incur SEC monetary fines and other penalties, including restrictions on our ability to conduct business. • Liability for operating as an unregistered investment company. A person in the business of investing in securities in the United States is subject to registration and regulation as an investment company under the Investment Company Act, unless a valid exemption from such registration applies. The laws and regulations applicable to registered investment companies, including limitations on debt and other forms of leverage, restrictions on transactions with affiliates and other limitations on business activities generally make it impractical for an operating company such as us. If one or more digital assets is determined to be a security and we had been relying on such digital assets as not being securities for Investment Company Act purposes, we could incur SEC monetary fines and other penalties, including restrictions on our ability to conduct business. In addition, counterparties to contracts to which we are party could seek to avoid their obligations under those contracts on grounds that contracts with illegally unregistered investment companies are unenforceable. • Obligation to restructure our operations in order to avoid operating as an unregistered investment company. We intend to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act, If we determined that we risked becoming subject to registration as an investment company under the Investment Company Act, we would explore alternatives for avoiding this status, which may include disposing of digital asset securities, or one or more of our balance sheet venture investments, or acquiring businesses or assets that are not securities, and we may be required to effect such dispositions or acquisitions under unfavorable market conditions. See “—Risks Related to Our Organizational Structure and Ownership of our Class A Common Stock—If we are deemed to be an investment company under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.” • Liability for acting as an unregistered investment adviser. A person in the business of advising others, for compensation, with respect to securities in the United States or to U.S. clients is subject to registration and regulation as an investment adviser under the Advisers Act, unless a valid exemption from such registration applies. If a digital asset is determined to be a security and we advised clients as to that digital asset in a manner implicating Advisers Act registration requirements without being so registered or without a valid registration exemption, we could incur SEC monetary fines and other penalties, including restrictions on our ability to conduct business. Similar, though not identical, concerns would arise if a digital asset or a digital asset transaction is determined to be a security-based swap. We may be able to take steps in order to bring our operations into compliance with the federal securities laws following a determination that one or more digital assets in which we transact are securities or security-based swaps, but there is no guarantee that we would be able to take such actions as may be necessary to ensure that our future activities comply with applicable law, which could force us to discontinue some or all of our business activities. In general, any steps we are able to take in order to ensure future compliance with applicable laws would not insulate us from liability for past violations. While the above description of adverse regulatory consequences focuses on the federal securities laws, the various U.S. states and jurisdictions outside the United States also intensively regulate securities transactions, and so a U.S. state’s or other jurisdiction’s determination that a particular digital asset is a security or security-based swap could have similarly adverse consequences to our business, financial condition and results of operations as well as the market price of our Class A common stock. Our process for analyzing whether or not a particular digital asset is a security for purposes of the federal securities laws may not yield results that are consistent with subsequent determinations by the SEC or federal courts, or with similar determinations made by our competitors. We have procedures designed to analyze whether each digital asset that we seek to transact in or develop could be deemed to be a “security” under the federal securities laws. We have adapted our process for determining the federal securities law status of digital assets over time, as the specific steps in the process have evolved in light of the developing regulatory environment. Prior to 2018, our activities primarily involved Bitcoin and Ethereum and their various forks. Beginning in January 2018, we implemented a procedure whereby before transacting in a new digital asset, our trading desk would seek approval from the legal department; and the legal department would generally discuss the digital asset with other Galaxy employees to determine whether the digital asset appeared to have a consumptive use, as opposed to a merely speculative investment use, and if so, approve it for transactions. Beginning in January 2019, our legal department 85 Table of Contents introduced a New Product Approval form in order to standardize the process that was initiated the previous year, and responsibility for approving and categorizing new digital assets was assigned to a risk committee later renamed the “Token Committee” composed of senior executives, including members of the legal department, and advised by the legal department. The Token Committee is currently comprised of our President, Chief Financial Officer, Chief Operating Officer, General Counsel, Head of Trading, Head of Technology, Head of Research, Head of Operations, Chief Compliance Officer, Deputy Chief Compliance Officer and Deputy General Counsel. In August 2020, with the benefit of several months’ experience using the Token Committee approval process, our legal department updated the New Product Approval form to more closely align with the analysis being conducted by the Token Committee with advice of the legal department. In August 2021, the Token Committee introduced an element to the approval process in addition to the New Product Approval form, generally requiring a third-party assessment of a digital asset’s federal securities law status, which may include a legal analysis prepared by external lawyers. In 2025, the process was further updated to also require an assessment as to whether a digital asset could be deemed a security under New York state securities laws. As part of our federal securities law analytical process, we take into account a number of factors, including the various definitions of “security” under the federal securities laws and federal court decisions interpreting elements of these definitions, such as the U.S. Supreme Court’s decisions in the Howey and Reves cases and their progeny, as well as reports, orders, press releases, public statements and speeches by the SEC, its commissioners and its staff providing guidance on when a digital asset may be a security for purposes of the federal securities laws. To the extent any such court rulings, reports, orders, press releases, public statements, speeches or other developments we become aware of implicate a digital asset that we have previously sorted into the “No Restrictions” category, we endeavor to reassess the federal securities law status of such digital asset. In certain circumstances, our categorization of particular digital assets has changed, and may in the future change, in light of new information. For example, if a digital asset in which we transact in the United States or with U.S. clients or counterparties were alleged to be a security in credible private litigation, an SEC enforcement order or in a statement or speech by an SEC official, we would consider any new findings of facts, legal analyses and other circumstances involving such digital asset that are relevant to whether such digital asset may be a security, and determine whether our classification of such digital asset should be modified. Conversely, certain digital assets that were once offered in a manner that led us to sort them into the “Non-U.S.” category (i.e., because they did not meet the criteria for inclusion in the “No Restrictions” category at the time of such determination), may later be re-analyzed based on developing facts and circumstances. Under certain circumstances, we may determine that we have reasonable grounds for concluding that such a digital asset is not a security under the federal securities laws, and re-categorize such digital asset into the “No Restrictions” category. We also evaluate any broader impact that such court rulings, reports, orders, press releases, public statements and speeches may have on our overall business strategy, in particular the scope of our trading business. We continue to monitor the U.S. and global regulatory environment, and we expect our process to continuously evolve to take into account case law, facts, and developments in technology, as regulatory guidance evolves. However, because of the inherent uncertainties associated with such an analysis, we acknowledge that a particular digital asset that we transact in or develop may in the future be found by a federal court or alleged by the SEC or a private plaintiff to be a security notwithstanding our prior conclusion, and such prior conclusion, even if reasonable under the circumstances, would not preclude legal or regulatory action based on the presence of a security. We recognize that the application of securities laws to the specific facts and circumstances of digital assets may be complex and subject to change and differing judicial opinions. We conduct a re-evaluation of our prior determinations regarding the federal securities law status of a digital asset in which we may transact when we become aware of new findings of facts or other changed circumstances implicating such digital asset, and a member of the Token Committee considers there to be a reasonable likelihood that such development could impact our prior determination with respect to the federal securities law status of such digital asset. In that event, we would re-evaluate such digital asset under our then-current procedures, taking into consideration such new development, before continuing to transact in such digital asset in a manner that would implicate our compliance with federal securities laws. We do not always re-examine our prior determinations regarding the federal securities law status of the digital assets in which we may transact solely because there has been an update or enhancement to our policies and procedures. Because of this, there is a possibility that a digital asset we have approved for trading under our prior policies and procedures might not gain approval under our policies and procedures as updated or enhanced. If we were to determine, as a result of a re-examination of our prior determination or otherwise, that a digital asset in which we have previously transacted on a “No Restrictions” basis is a security, we would take all actions that we deem necessary in order to comply with law, including but not limited to ceasing to trade such digital asset in the United States or with U.S. clients or counterparties. Because of complexities in applying the federal securities laws to digital assets and the fact that different companies doing business in the digital asset industry take varying approaches to digital asset analyses, we expect that competitors may reach different conclusions from us on the securities-law status of a particular digital asset or digital asset category. Although we anticipate that these differences will narrow over time as the SEC and federal courts address the securities-law status of larger numbers of individual digital assets, or as Congress enacts relevant legislation, until that occurs, where 86 Table of Contents competitors conclude that they have the ability to transact in digital assets in ways that we do not permit because of these different conclusions, some competitors may have business and revenue opportunities that are not available to us. We believe that our process reflects a thoughtful analysis that is reasonably designed to facilitate consistent application of available legal guidance to digital assets to determine whether a particular digital asset is a security under the federal security laws. However, we recognize that the application of securities laws to the specific facts and circumstances of digital asset transactions is complex and subject to change and differing judicial opinions, and therefore legal and regulatory risk will be an inherent feature of our business model until greater legal and regulatory certainty becomes possible. Because our process may be considered “risk based” in the sense that it is not capable of entirely eliminating risks associated with a particular digital asset being found to be a security and because it does not address a state-by-state securities law analysis, and because of the fact that our determinations (and similar determinations by other industry participants) are not binding upon the SEC, any state regulator or attorney general, a private plaintiff, or any federal or state court, we acknowledge that a particular digital asset that we transact in may in the future be found by a federal or state court or alleged by the SEC, a state regulator or attorney general, or a private plaintiff to be a security notwithstanding our prior determination. We also acknowledge that the SEC, any state regulator or attorney general, a private plaintiff, or any federal or state court may determine that a digital asset is a security based on factors that are difficult to predict and/or are outside of our control, potentially including the actions of a third-party promoter. In that case, our prior determination, even if reasonable under the circumstances, would not preclude legal or regulatory enforcement action, or lawsuits brought by our clients and counterparties, based on the presence of a security. We have received, and might in the future receive, from time to time, SEC inquiries regarding specific digital assets in which we transact. To the extent the SEC, a state regulator or attorney general, a private plaintiff or a court asserts or determines that any digital assets in which we transact are securities, that assertion or determination could prevent us from continuing to transact in such digital assets and could result in regulatory enforcement penalties, sanctions, injunctions, cease and desist orders, reputational harm and financial losses. If the SEC or any other party alleges that our non-custodial staking services involve unregistered offers and sales of securities or unregistered securities broker-dealer activity in violation of the Securities Act or the Exchange Act and the courts agree, we may be required to cease our non-custodial staking activities and may be subject to monetary and other penalties or other liabilities. In several enforcement actions filed by the SEC under the prior administration in federal courts in New York, California, and Washington D.C., the SEC alleged that certain companies have offered staking services to retail customers for various digital assets as unregistered securities or acted as unregistered securities broker-dealers in facilitating offers or sales of third-party staking services in violation of the registration provisions of the Securities Act or the Exchange Act. For example, in 2023 the SEC charged Kraken, Coinbase and Binance with offering and selling digital asset staking-as-a-service programs to retail customers as unregistered investment contract schemes in violation of the Securities Act. In June 2024, the SEC charged Consensys Software Inc. with acting as an underwriter of unregistered securities in violation of the Securities Act and as an unregistered broker in violation of the Exchange Act by marketing the Lido and Rocket Pool third-party liquid staking-as-a-service programs to retail customers through Consensys’ “Metamask Staking” platform. As noted above, the complaints against Binance, Coinbase, and Kraken have been dismissed, as has the complaint against Consensys. In May 2025, the staff of the SEC Division of Corporation Finance released a statement taking the view that “protocol staking” activities described therein do not involve the offer or sale of a security (the “Staff staking statement”). While we believe our non-custodial staking services are within the activities described in the Staff staking statement, the Staff staking statement is not a rule or other statement of the SEC and is not binding on any party—including the SEC or a court. For many of the reasons similar to those discussed in the Staff staking statement, we believe that our non-custodial staking businesses do not offer or sell any “securities” subject to the securities laws or SEC regulations. We further believe that, even if they could be alleged to involve securities, our staking activities would in any event qualify for exemptions from Securities Act or Exchange Act requirements. For example, we believe our provision of non-custodial staking validator node infrastructure to accredited investors through privately arranged transactions and our operation of back-end validator node support to third-party staking operations such as Lido do not fall within the purview of the securities laws or SEC regulations, and that even if they did, they would qualify for one or more exemptions from those laws or regulations. However, we do not know if the SEC or a court would ultimately agree with our interpretation of those laws or regulations. If the SEC or a private litigant were to prevail on claims that our non-custodial staking businesses violate the Securities Act or Exchange Act or similar state laws, we may be subject to monetary penalties, liabilities, reputational harm, and may be required to cease offering these services. 87 Table of Contents We may suffer losses due to staking, delegating, and other related services. Blockchain networks which utilize PoS or similar consensus mechanisms to validate transactions enable holders of certain digital assets to stake or delegate those assets with validator nodes to secure the network and participate in transaction validation activities on their underlying blockchain networks. We currently stake certain digital assets and operate validator nodes on blockchain networks through our blockchain infrastructure operations. Some PoS networks require the digital assets to be transferred on the underlying blockchain networks into smart contracts which are not under our or anyone’s control, or to a validator node directly, to participate in staking. Other PoS networks enable users to delegate certain rights or powers associated with the relevant digital assets to a validator node, while custody of the digital asset itself remains entirely with the user. If our validator nodes or relevant smart contracts fail to behave as expected, suffer cybersecurity attacks, experience security issues, or encounter other problems, our or our clients’ digital assets may be irretrievably lost. In addition, most PoS blockchain networks dictate requirements for participation in the relevant staking activity, such as requiring a minimum amount of staked digital assets before being able to operate as a validator node. If those requirements are not met, the blockchain network or other validator nodes may impose penalties, referred to as “slashing,” such as if the validator node operator acts maliciously on the network, “double signs” any transactions, or experiences extended downtimes. Slashing penalties can also apply due to prolonged inactivity on a blockchain network and inadvertent errors such as coding, computing or hardware issues, as well as more serious behavior such as intentional malfeasance. If Galaxy-operated validator nodes or any other validator nodes that we may use are subject to slashing in the future in accordance with the rules of an underlying blockchain network, our or our clients’ staked digital assets may be confiscated, withdrawn, or burnt by the network, resulting in permanent losses. Any loss of digital assets, penalties or slashing events could damage our brand and reputation, cause us to suffer financial losses, and adversely impact our business. Our issuance of the Galaxy Premium Yield Investment Note through our GalaxyOne platform exposes us to additional regulatory, litigation, and financial risk. We offer the Galaxy Premium Yield Investment Note (the “Note”) as an investment product through our GalaxyOne platform. The Note is not a bank deposit or other obligation of, or guaranteed by, any bank. It is not insured by the FDIC or any other governmental agency. The Note is unsecured, and investors may lose some or all of their principal. Galaxy Digital LP offers the Note only to accredited investors, as defined by the SEC under Rule 501 of its Regulation D, which includes individuals permitted to invest in certain private securities offerings not registered with the SEC. Should the SEC disagree with our classification of the Note, or if Galaxy Digital LP were unable to meet its obligations to investors pursuant to the terms of the Note, customers may bring claims or litigation against us that would be costly to address and may adversely affect our business. Our relationship with our bank partner, Cross River Bank, is important to our GalaxyOne business, and if we are unable to maintain our relationship, it may adversely affect such business and its financial performance. We rely on Cross River Bank to provide the banking services offered through the GalaxyOne platform, such as opening and maintaining customer high-yield demand deposit accounts and issuing GalaxyOne-branded debit cards. Our relationship with Cross River Bank is an important part of our GalaxyOne business as we do not have a banking license. Our relationship with Cross River Bank is governed by several agreements. These agreements give Cross River Bank discretion in approving aspects of our business practices, including our application and qualification procedures for customers and the products we introduce pursuant to such partnerships, and require us to comply with certain risk management standards and other regulations. If we lose our relationship with Cross River Bank and we are not able to switch to another bank partner, we will not be able to operate our business in its current form. If Cross River Bank terminates any of these agreements or is unable or unwilling to process customer transactions for any reason, including for regulatory reasons, we will likely be unable to switch some or all of our customer transactions or accounts from Cross River Bank to another bank because customers hold their accounts directly with Cross River Bank rather than one of our affiliates. Moreover, switching a significant portion or all of our member accounts handled by Cross River Bank to another bank partner or partners, including contracting with an additional bank or banks, may take time and increase the complexity of our operations, resulting in significant additional costs and diverting management’s attention from other aspects of our business. More specifically, we partner with Cross River Bank pursuant to a master program services agreement (as amended, the “CRB MPSA”), and a credit card and debit card amendment to the CRB MPSA. The CRB MPSA has an initial term of three years, beginning in October 2022, and shall continue for two successive terms each for two year periods (each a “Renewal Term”), unless prior to the expiration of the initial term or any Renewal Term, either Cross River Bank or GalaxyOne gives the other party not less than ninety days’ written notice of its election not to renew the CRB MSA. The 88 Table of Contents Initial Term of the CRB MPSA ends in October 2025 and GalaxyOne intends to maintain the relationship through the upcoming first Renewal Term. Cross River Bank may terminate or suspend individual demand deposit accounts at any time in Cross River Bank’s sole discretion; however, a suspension of a majority of accounts for a period exceeding thirty days without written approval by GalaxyOne will be deemed a termination of the CRB MPSA. Cross River Bank and GalaxyOne may both terminate the CRB MPSA early for cause upon the occurrence of certain events, including but not limited to certain regulatory changes, regulatory termination, and insolvency by either party. Cross River Bank may also elect to suspend the CRB MPSA, during which time new account openings are suspended, until such time as the parties are able to correct the aspects of the program leading to the suspension. Upon the termination or expiration of the CRB MPSA, GalaxyOne may elect to transition the program to a successor banking provider, at which time Cross River Bank and GalaxyOne are contractually obligated to work together during the wind-down period to wind down the program or transition the program to the successor as soon as reasonably possible and in no event later than one year after expiration or termination of the CRB MPSA, but we cannot guarantee the outcome of such a transition or wind down. Partnerships between banks and financial technology companies have been the subject of increased and evolving scrutiny from regulators and legislators over the past several years. Federal banking regulators have, in some cases, required increased oversight by banks of their partners or restricted banks’ abilities to offer or expand programs. Accordingly, we or Cross River Bank may face external pressures that could impose additional compliance costs on us or Cross River Bank, impact Cross River Bank’s ability to process transactions, and affect our relationship over time. The potential for increased regulatory scrutiny may cause Cross River Bank to reassess its partnership with us and may deter new potential bank partners from entering a partnership with us. For more information related to these regulatory matters, see the section titled “Business—Regulatory Environment.” In addition, our reliance on Cross River Bank exposes us to its economic performance, such as any liquidity constraints, insolvency, or other factors impacting Cross River Bank’s ability to provide banking services through the GalaxyOne platform, and to any events, circumstances, or risks affecting Cross River Bank or the banking system generally. If Cross River Bank’s stability deteriorates, if it does not maintain appropriate regulatory compliance, or if GalaxyOne’s business or economic relationship with Cross River Bank deteriorates for any reason, we will likely be unable to transfer customer accounts (or, if we are able, may incur substantial costs to do so) to a new bank partner and may have difficulty finding additional bank partners; in addition, our GalaxyOne products may be disrupted, the GalaxyOne brand may be harmed, and its business and financial performance may be adversely affected. We are highly dependent on our key personnel, including our Founder, which exposes stockholders to material and unpredictable “key man” risk. We are highly dependent on the services of our senior management team, including members of our executive team, and other key employees and personnel across product, engineering, risk management, compliance and legal, finance and marketing. Because we operate in a relatively new industry that requires highly skilled and technical personnel, our future success is highly dependent on the talents and contributions of our senior management and other key personnel. The loss of any such key personnel could disrupt our operations and have a material adverse effect on our business. In particular, we are highly dependent on the services of Michael Novogratz, our Founder, CEO and, through his direct and indirect ownership, the largest beneficial owner of our common stock, for conducting our businesses, implementing investment and trading strategies and establishing and maintaining relationships with key business counterparties. If the services of our Founder were to become unavailable for any reason including a voluntary decision by our Founder to no longer continue with the business, it would have a material adverse effect on our business and investment decisions, financial results and returns to our stockholders. Our Founder, other members of senior management or other key personnel could engage in activities outside of Galaxy or could leave their positions at Galaxy in favor of other pursuits. Neither our Founder nor any other key personnel are contractually required to continue to provide services to us. While all of our key personnel have entered into employment agreements with us which contain covenants that they will not compete with us and applicable laws may prevent such personnel from engaging in certain directly competitive activities to the extent that they are members of our board of directors, such laws will not guarantee to stockholders that such personnel will devote their full time, attention or efforts to us. For example, if our Founder were to cease to provide services to us, he could engage in other pursuits, which may relate to digital assets or investing, while remaining our largest owner, an outcome that may be unfavorable to stockholders. Our Founder may also continue to manage significant non-digital assets outside of us, which may consume some of his time, attention and efforts. 89 Table of Contents Our Founder’s public profile makes it more likely that we will attract material regulatory scrutiny, which would be costly and distracting regardless of whether we have engaged in any unlawful conduct. Our Founder has been a vocal and visible proponent of digital assets, in some cases attracting controversy in connection with his views and statements as expressed on social media or otherwise. Further, due to our Founder’s public profile, his views, statements and conduct could be subject to scrutiny by both the public at large and governmental and regulatory bodies, which could adversely affect our business and our reputation. These considerations make it foreseeable that we could attract material regulatory scrutiny driven in part by the visibility of our Founder, irrespective of whether we have engaged in any unlawful conduct. Regulatory scrutiny may take the form of requests for information or responses, examinations, meetings or other types of interactions that may proceed to a formal enforcement action, suit, fine or other formal negative sanction, consume a material amount of management’s time, attention and efforts, lead to material spending on legal and other advisors or cause other negative consequences (including, for example, certain of the matters discussed under “Item 1. Legal Proceedings.”). If we fail to develop, maintain and enhance our brand and reputation, our business operating results and financial condition may be adversely affected. Our brand and reputation are key assets and a competitive advantage, and maintaining a strong brand and reputation will be an important factor in our success and our development of our business. Protecting and enhancing our brand depends largely on the success of our marketing efforts, ability to provide consistent, high-quality, and secure products, services, features, and support. Thus, maintaining, protecting, and enhancing our reputation is also important to our development plans and relationships with our partners and counterparties. Furthermore, we believe that the importance of our brand and reputation may increase as competition in the financial services industry, the digital asset industry and the AI industry further intensifies. Our brand and reputation could be harmed if we fail to achieve these objectives or if our public image were to be tarnished by negative publicity, unexpected events, or actions by third parties. Unfavorable publicity regarding, for example, the quality of or changes to our products and services, litigation or regulatory activity, privacy practices, data security compromises or breaches, terms of service, intellectual property matters, employment matters, the use of our products, services, or supported digital assets for illicit or objectionable ends, the actions of our clients, customers, employees, or the actions of other companies that provide similar services to ours, has in the past, and could in the future, adversely affect our reputation and our business. We receive a high degree of media coverage in the industries in which we operate and around the world. Additionally, because we are a founder-led company, actions by, or unfavorable publicity about our Founder, may adversely impact our brand and reputation. Such negative publicity also could have an adverse effect on the size and engagement of our customers and could result in decreased revenue, which could have an adverse effect on our business, operating results, and financial condition. Further, we may in the future be the target of social media campaigns criticizing actual or perceived actions or inactions that are disfavored by our customers, employees, or society at-large, which campaigns could materially impact our customers’ decisions to engage with our products and services. More broadly, because the digital asset, blockchain technology and AI sectors are relatively nascent, public opinion is underdeveloped and will continue to evolve over time. For example, there has been focus on the environmental, social and governance considerations regarding the use of electricity and other resources for digital asset mining operations. The same environmental considerations are also applicable to the AI/HPC sector. Public debate regarding the regulation of all facets of the digital asset sector will continue to take shape as regulators and lawmakers make their positions known. Moreover, in 2022, each of Celsius Networks, Voyager Digital, Three Arrows Capital and FTX declared bankruptcy. In particular, in November 2022, FTX—which was at the time one of the world’s largest and most popular digital asset trading platforms—became insolvent, and it was revealed that the platform had been misusing customer assets, resulting in a loss of confidence in participants of the cryptoeconomy and negative publicity surrounding crypto more broadly. Additionally, in February 2025, the digital asset trading platform, Bybit, lost approximately $1.5 billion in ether through a hacker-induced transfer from its cold wallet to a wallet address associated with the Lazarus Group. Unfavorable media coverage in relation to the cryptoeconomy, including the societal impact of digital assets and the infrastructure that supports them and/or the viability of any particular cryptocurrency, digital asset trading platform, or firm engaged in digital asset-related businesses, could have a cascading impact on digital assets as an investable asset class, or even the cryptoeconomy at large, and adversely impact our business, our operating results and the value of any investment in us. If we fail to protect our brand image or reputation, we may experience material adverse effects to the size, demographics, engagement, and loyalty of our customers and counterparties, resulting in decreased revenue. In addition, if securities analysts or investors perceive any media coverage of us, or of the industries in which we operate more broadly, to 90 Table of Contents be negative, the price of our Class A common stock may be adversely affected. Any such negative publicity could have an adverse effect on the size, activity, and loyalty of our customers and counterparties, and result in a decrease in revenue, which could adversely affect our business, operating results, and financial condition. See “—Risks Related to Cryptocurrencies and Digital Assets—Due to a lack of familiarity and some negative publicity associated with digital asset trading platforms, existing and potential customers, counterparties and regulators may lose confidence in digital asset trading platforms” and “—Risks Related to Our Business Lines—Our strategy to expand into the AI/HPC data center business may not be successful and may result in adverse consequences to our business, financial condition and results of operations” for further discussion of these risks. If we are unable to successfully identify, hire and retain qualified individuals, we will not be able to implement our growth strategy successfully. Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management. We currently depend on the continued services and performance of our key personnel, including our Founder. Our growth strategy is based, in part, on our ability to attract and retain highly qualified individuals. Competition presented by other firms may create difficulty for us in recruiting and retaining professionals of a caliber consistent with our business strategy. If we are unable to successfully identify hire, develop, motivate and retain qualified professionals, this failure could materially and adversely affect our investment and trading strategies, the value of our assets and the value of any investment in us. If one or more of our executive officers or key employees were unable or unwilling to continue their employment with us, we might not be able to replace them easily, in a timely manner, or at all. The risk that competitors or other companies may poach our talent increases as we continue to build our brands and become more well-known. Our key personnel have been, and may continue to be, subject to poaching efforts by our competitors and other fintech, internet and high-growth companies, including well-capitalized players in the digital asset space. The loss of key personnel, including members of management as well as key engineering, product development, marketing, and sales personnel, could disrupt our operations and have a material adverse effect on our business. The success of our brand also depends on the commitment of our key personnel to our mission. To the extent that any of our key personnel act in a way that does not align with our mission, our reputation could be materially adversely affected. Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain highly skilled individuals across the globe, with the continued contributions of our senior management being especially critical to our success. Competition for well-qualified, highly skilled employees in the industries in which we operate is intense and our continued ability to compete effectively depends, in part, upon our ability to attract and retain new employees. While we have established programs to attract new employees and provide incentives to retain existing employees, particularly our senior management, we cannot guarantee that we will be able to attract new employees or retain the services of our senior management or any other key employees in the future. Additionally, we believe that our culture and core values have been, and will continue to be, a key contributor to our success and our ability to foster the innovation, creativity and teamwork we believe we need to support our operations. If we fail to effectively manage our hiring needs and successfully integrate our new hires, or if we fail to effectively manage remote work arrangements, our efficiency and ability to meet our forecasts and our ability to maintain our culture, employee morale, productivity and retention could suffer, and our business, financial condition and results of operations could be materially adversely affected. We operate in highly competitive industries and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively. Both the cryptoeconomy and the AI economy are highly innovative, rapidly evolving, and characterized by healthy competition, experimentation, changing customer needs, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future as existing and new competitors introduce new products or enhance existing products. We compete against a number of companies operating both within the United States and abroad, and both those that focus on traditional financial services, those that focus on crypto-based services and those that focus on AI/HPC-based services. Our competitive landscape is varied across two operating business segments: Digital Assets, which includes our Global Markets and Asset Management & Infrastructure Solutions businesses, and Data Centers, which includes our scalable high performance computing infrastructure. Digital Assets : Our Digital Assets operating business segment integrates trading, investment banking, asset management, and staking services, which compete with a diverse array of traditional and decentralized market participants. Data Centers : Our Data Centers operating business segment competes with a range of infrastructure providers that are building or repurposing facilities to support the rapidly growing demand for AI and compute-intensive workloads. This 91 Table of Contents includes traditional data center operators expanding into HPC, cloud infrastructure providers scaling capacity, and former crypto mining operators pivoting to meet the needs of AI workloads. We believe our primary source of competition to date has been from companies, in particular those located outside the U.S., who are either subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions or have interpreted the regulatory requirements to which they are subject in a manner that is different from our interpretation. Some of such companies’ business models rely on being unregulated or only regulated in a small number of lower compliance jurisdictions, whilst also offering their products in highly regulated jurisdictions, including the United States, without necessarily complying with the relevant regulatory requirements in such jurisdictions. To date, encouraged by limited but growing enforcement by U.S. and foreign regulators, many of these competitors have been able to operate from offshore while offering large numbers of products and services to consumers, including in the U.S., Europe, and other highly regulated jurisdictions, without complying with the relevant licensing and other requirements in these jurisdictions, and seemingly without penalty. Due to our regulated status in several jurisdictions and our commitment to legal and regulatory compliance, we have not been able to offer many popular products and services, including products and services that our unregulated or less regulated competitors are able to offer to a group that includes many of our customers, which may adversely impact our business, financial condition, and results of operations. In recent years, our commitment to compliance and the attendant customer-facing requirements, including customer due diligence requirements, may have had a competitive impact on us as these unregulated or less compliance-focused competitors have attracted more business. We also have expended significant managerial, operational, and compliance costs to meet the legal and regulatory requirements applicable to us in the United States and other jurisdictions in which we operate, and expect to continue to incur significant costs to comply with these requirements, which these unregulated or less regulated competitors have not had to incur. Additionally, due to the broad nature of our products and services, we also compete with, and expect additional competition from, traditional financial services companies. We also face competition from companies that may target a wider range of customers, including retail customers, which could result in such competitors gaining broader recognition and market acceptance relative to our primarily institutional customer approach. The rapid pace of blockchain and AI innovation means that new products are constantly emerging. Keeping pace will require investment in technology adoption and development. Many innovative start-up companies and larger companies have made, and continue to make, significant investments in research and development, and we expect these companies to continue to develop similar or superior products and technologies that compete with our products. Further, more traditional financial and non-financial services businesses may choose to offer crypto-based services in the future as the digital assets industry grows and as greater legal and regulatory certainty emerges. Our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources, or may otherwise have certain competitive advantages over us. Our existing competitors have, and our potential competitors are expected to have, competitive advantages over us, such as: • the ability to offer products and services that we do not support or offer (due to constraints from regulatory authorities, our banking partners, and other factors); • greater name recognition, longer operating histories, larger customer bases, and larger market shares; • larger sales and marketing budgets and organizations; • more established marketing, banking, and compliance relationships; • greater customer support resources; • greater resources to make acquisitions; • lower labor, compliance, risk mitigation, and research and development costs; • larger and more mature intellectual property portfolios; • greater number of applicable licenses or similar authorizations; 92 Table of Contents • established core business models outside of the industries that we operate in, allowing them to operate on lesser margins or at a loss; • operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; • substantially greater financial, technical, and other resources; • more efficient hardware; • greater data center capabilities (for example, through adoption of proprietary technology); • more timely introduction of new technologies; • preferred relationships with suppliers, including of hardware for HPC solutions and other equipment; • better access to more competitively priced power; • greater reliability in electricity supply and cooling resources, whether as a result of a greater number of backup sources of power or otherwise; and • more reliable internet connections as a result of the location of their data centers to key internet connections. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected. Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading platforms, they may experience fraud, security failures or operational problems, which may adversely affect the value of digital assets traded on those digital asset trading platforms and decentralized finance protocols and, consequently, our investments and our Class A common stock. Digital asset trading platforms and decentralized finance protocols are relatively new and, in some cases, unregulated. Furthermore, while some digital asset trading platforms provide information regarding their ownership structure, management teams, private key management, hot/cold storage policies, capitalization, corporate practices and regulatory compliance, many other digital asset trading platforms do not. A lack of transparency provided could result in us underestimating the risk of a potential loss in balances, which could include the loss of a material portion of the value of the digital assets we own or invest in on such digital asset trading platforms. Digital asset trading platforms do not appear to be subject to regulation in a similar manner as other regulated trading platforms, such as national securities exchanges or designated contract markets. As a result, the marketplace may lose confidence in the less transparent or unregulated digital asset trading platforms, including prominent digital asset trading platforms that handle a significant volume of trading in these assets. Many digital asset trading platforms are unlicensed, unregulated, operate without extensive supervision by governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. In particular, those located outside the United States may be subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions. As a result, trading activity on or reported by these digital asset trading platforms is generally significantly less regulated than trading in regulated U.S. securities and derivatives markets, and may reflect behavior that would be prohibited in regulated U.S. trading venues. Additionally, some of these non-U.S. digital asset trading platforms offer customers high leverage and/or a small or no insurance fund, which could result in potential losses being socialized to customers and a reduction in the value of our assets on digital asset trading platform. We do not insure the digital assets that we hold. While our third-party custodians have indicated to us that they maintain insurance coverage that is intended to cover losses of the digital assets they custody on behalf of their clients to some extent, there can be no assurance that the loss of any digital asset is at all or fully insured against, and we may have limited rights of legal recourse in the event of loss caused by a third party. Consequently, a loss may be suffered with respect to our digital assets that is not covered by insurance and for which no person is liable for damages. For example, in 2021 there were reports claiming that over 70% of bitcoin trading volume on digital asset trading platforms was falsified or non-economic in nature, with specific focus on unregulated digital asset trading platforms located outside of the United States. Such reports may indicate that the bitcoin exchange market is significantly smaller than expected and that the United States makes up a significantly larger percentage of such market than is commonly understood. Nonetheless, any actual or perceived false trading in digital asset trading platforms, and any other fraudulent or manipulative acts and 93 Table of Contents practices, could adversely affect the value of digital assets and/or negatively affect the market perception of such assets. Further, a number of digital asset trading platforms, including certain digital asset trading platforms with which we engage, do not obtain or perform comprehensive Services Organization Controls (“SOC”) 1 and SOC 2 evaluations of their systems on a regular basis, if at all. SOC 1 evaluations of a digital asset trading platform assess whether transactions are properly secured and segregated, and that the information provided to traders and investors is complete, accurate and timely. SOC 2 evaluations assess the design and implementation of a digital asset trading platform’s security, availability, and confidentiality controls. Moreover, there are two types of such SOC evaluations: type 1 evaluates the processes at a particular point in time, while type 2 evaluations can test that the system controls across both the platform and its custody products, if applicable, have been operating effectively over a period of time. If digital asset trading platforms do not perform SOC evaluations, we may be unable to confirm that such platforms’ financial reporting is accurate or whether it has taken proper steps to secure its information technology infrastructure against internal and external threats, which could expose us to additional risks that may have been identified and remediated had such platforms obtained or performed SOC evaluation. Engaging with such digital asset trading platforms and decentralized finance protocols could materially impact our reputation and the actual or perceived security of our investments. Any engagement with digital asset trading platforms that do not obtain or perform SOC examinations exposes us to greater risks than companies that engage solely with digital asset trading platforms that maintain thorough SOC examination processes. As of September 30, 2025, we held approximately $1.8 billion in digital assets at digital asset trading platforms and decentralized finance protocols or custodians that do not have service organization controls reporting available. In addition, over the past several years, some digital asset trading platforms have been closed due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or made whole for the partial or complete losses of their account balances or were made whole in dollar terms that did not enable customers to benefit from the market value growth of the original digital asset balances. For example, in November 2022, FTX—which was at the time one of the world’s largest and most popular digital asset trading platforms—became insolvent, and it was revealed that the platform had been misusing customer assets. While smaller digital asset trading platforms are less likely to have the infrastructure and capitalization that make larger digital asset trading platforms more stable, larger digital asset trading platforms are more likely to be appealing targets for hackers and malware and may be more likely to be targets of regulatory enforcement action. Negative perception, a lack of stability in these digital asset trading platforms, fraud or misconduct, and the temporary or permanent closure of such trading platforms due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the digital asset marketplace in general and result in a reduction in the value of our assets and greater volatility in the price of digital assets (including bitcoin), as well as increase scrutiny on our activities and increase the likelihood of unfavorable government regulation and the risks of litigation against us. These potential consequences could materially and adversely affect the profitability of our bitcoin mining operations, our investment and trading strategies, the value of our assets and the value of any investment in us and, therefore, the market price of our Class A common stock. In the event that our employees, contractors or any of our affiliates engage in misconduct or commit errors, it may materially adversely impact our business, operating results and our reputation. Misconduct or error by our employees or our business partners could subject us to legal liability, financial losses, and regulatory sanctions and could seriously harm our reputation and negatively affect our business. Such misconduct could include engaging in improper or unauthorized transactions or activities, misappropriation of customer funds, insider trading and misappropriation of information, failing to supervise other employees or service providers, improperly using confidential information, as well as improper trading activity such as spoofing, layering, wash trading, manipulation and front-running. Galaxy’s reputation is critical to maintaining and developing relationships with existing and prospective investors, as well as the numerous third parties with which the Company or a client does business. In recent years, there have been a number of highly publicized cases involving fraud, conflicts of interest or other misconduct by individuals in the financial services industry, and in particular the digital assets sector, and there is a risk that an employee of or contractor to the Company or any of its affiliates could engage in misconduct that adversely affects the investment strategies implemented by the Company, or that an employee or contractor of a service provider could engage in such misconduct. It is not always possible to deter such misconduct, and the precautions the Company (or any service provider) takes to detect and prevent such misconduct may not be effective in all cases. Misconduct by such individuals, or even unsubstantiated allegations of such misconduct, could result in both direct financial harm to the Company and a client, as well as harm to the reputations of the Company and the client, or, in certain circumstances, lead to increased skepticism of the digital asset markets generally, which would have a materially adverse effect on a client. 94 Table of Contents The inappropriate and/or unauthorized use of social media platforms, including weblogs (or blogs), social media websites and other forms of internet-based communications, which allow individuals access to a broad audience of consumers and other interested persons by our clients or employees could increase our costs, cause damage to our brand, lead to litigation or result in information leakage. In addition, negative or inaccurate posts or comments about us on any social networking platforms could damage our reputation, brand image and goodwill. Despite our efforts to clearly define our mission and strategy and accurately characterize our products and service offerings, our employees, contractors or affiliates may engage in activities either in their official capacity as members of the Galaxy ecosystem, or in their unofficial capacities, that are in conflict with or are incongruent with Galaxy’s values, positions or strategies. Any instance of such discontinuity could negatively impact our client and/or counterparty relationships, our reputation and the market price of our Class A common stock or otherwise have a materially adverse effect on a client. Employee or service provider errors, including mistakes in executing, recording, or processing transactions for customers, could expose us to the risk of material losses even if the errors are detected. Although we have implemented processes and procedures and provide trainings to our employees and service providers to reduce the likelihood of misconduct and error, these efforts may not be successful. There may be confusion among employees, business partners and service providers, particularly in a fast growth company like ours, with respect to compliance obligations, particularly including confidentiality, data access, trading, and conflicts. Moreover, we frequently engage in a wide variety of transactions and maintain relationships with a significant number of projects in the industries in which we operate, including the blockchain technology sector, their developers, members of their ecosystem, and investors. These transactions and relationships could create potential conflicts of interest in management decisions that we make. For instance, certain of our officers, directors, and employees may be active investors in crypto projects themselves, and may make investment decisions in respect of projects that they have personally invested in. It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. If we were found to have not met our regulatory oversight and compliance and other obligations, we could be subject to regulatory sanctions, financial penalties, and restrictions on our activities for failure to properly identify, monitor and respond to potentially problematic activity and seriously damage our reputation. Our employees, contractors, and agents could also commit errors that subject us to financial claims for negligence, as well as regulatory actions, or result in financial liability. Further, allegations by regulatory or criminal authorities of improper trading activities could affect our brand, reputation and credibility of our Company may be adversely affected. We or our subsidiaries and affiliates are and may continue to be subject to substantial litigation, including individual and class action lawsuits, and regulatory risks. We may be party to lawsuits and legal proceedings in the ordinary course of business. These matters are often expensive and disruptive to normal business operations. We have faced, currently face, and may from time to time face allegations, lawsuits, regulatory inquiries, actions, requests, audits or investigations including with regards to contractual disputes with our business partners and other service providers, disputes with our clients and customers, disputes with our employees, agents or affiliates and data privacy, data security, or intellectual property infringement disputes. As an enterprise whose material business lines include financial services, we or our subsidiaries and affiliates, depend to a significant extent on our relationships with our clients and counterparties and our reputation for integrity and high-caliber professional services. As a result, if a client is not satisfied with our services, a counterparty has a dispute or if there are allegations of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to us, or if there is negative publicity and press speculation about us, whether or not valid, our reputation may be harmed and may be more damaging to our businesses than to businesses in other non-financial industries. We or our subsidiaries and affiliates have been and could be the subject of any number of inquiries, investigations, lawsuits and proceedings by counterparties, clients, other third parties and regulatory and other governmental agencies in the United States and abroad, which could lead to increased expenses and harm to our reputation, business, financial condition and the market price of our Class A common stock. Responding to inquiries, investigations, lawsuits and proceedings, regardless of the ultimate outcome of the matter, is time-consuming and expensive and can divert the attention of senior management. Adverse outcomes with respect to allegations, lawsuits, regulatory inquiries, audits, or investigations may result in significant settlement costs or judgments, penalties and fines, or require us to modify our services or require us to stop serving certain customers or geographies, any of which could negatively impact our business. The outcome of such proceedings, and the related expenses, may be difficult to predict or estimate until late in the proceedings, which may last a number of years and be costly for us to maintain. 95 Table of Contents For example, in December 2022, a proposed class action was filed in the Ontario Superior Court of Justice against GDH Ltd., our CEO and our former Chief Financial Officer asserting various claims including alleged misrepresentations relating to our public disclosure regarding investments and trading in the LUNA digital asset. The class action seeks unspecified damages and various declaratory relief, including leave to proceed with the right of action for misrepresentation under statutory securities provisions. These proceedings are still in early stages and have not been certified to proceed as a class action. The plaintiff’s motion for leave and certification is scheduled to be heard in April 2026. In addition, on March 27, 2025, Galaxy reached an agreement with the New York State Attorney General to resolve certain civil claims relating to certain investments, trading, and public statements made in connection with the LUNA digital asset from late 2020 to 2022. Under the terms of the settlement, Galaxy (i) accrued a legal provision of $149.4 million as of September 30, 2025 (the undiscounted amount of which is $160 million, payable on a pre-determined schedule over the course of four years) and (ii) has agreed to, among other things, compliance enhancements related to public statements about cryptocurrency and purchases and sales of cryptocurrency. If Galaxy fails to comply with the terms of that agreement or violates applicable laws, the office of the New York State Attorney General may commence a subsequent investigation, civil action, or proceeding to enforce the agreement, for violations of the agreement, or for other violations, which may result in further settlement costs or judgments, penalties and fines, or require us to modify our services or require us to stop serving certain customers or geographies, any of which could negatively impact our business. Further, the agreement with the New York State Attorney General may have an impact on other current or contemplated litigation. The agreement may also result in stricter oversight or scrutiny of our business and operations by other regulators (in the form of further allegations, lawsuits, regulatory inquiries, actions, requests, audits or investigations). The scope, determination, and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings to which we are subject cannot be predicted with certainty, and may result in: • substantial payments to satisfy judgments, fines, or penalties; • substantial outside counsel legal, advisor and consultant fees and costs; • additional compliance and licensure requirements; • the imposition of independent monitors or consultants; • loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business; • loss of our ability to conduct business in certain jurisdictions; • increased regulatory scrutiny of our business; • loss of productivity and high demands on employee time; • criminal sanctions or consent decrees; • termination of certain employees, including members of our executive team; • barring of certain employees from participating in our business in whole or in part; • orders that restrict our business or prevent us from offering certain products or services; • changes to our business model and practices; • delays to planned transactions, product launches or improvements; and • damage to our brand and reputation. Certain of our subsidiaries are subject to periodic examination by regulatory authorities. If compliance failures or other violations are found during an examination, a regulatory agency could initiate actions and impose sanctions for violations, including, for example, regulatory agreements, cease and desist orders, civil monetary penalties or termination of a license and could lead to litigation by investors or clients, any of which could adversely impact us. 96 Table of Contents If we and/or any governmental agency believe that we have accepted capital contributions by, or are otherwise holding assets of, any person or entity that is acting directly or indirectly, in violation of U.S., international or other anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker or senior foreign political figure(s) suspected in engaging in foreign corruption, we and/or such governmental agency may “freeze the assets” of such person or entity. We may also be required to report and remit or transfer those assets to a governmental agency. We are also subject to the risk of claims under applicable U.S. securities laws. Volatility in our stock price increases the risk of such claims. Actions against us could be brought by sizable classes of customers who may claim large monetary damages, even if the alleged per-customer harm is small or non-existent. Regardless of the outcome, any such matters can have an adverse impact, which may be material, on our business, operating results, or financial condition because of legal costs, diversion of management resources, reputational damage, and other factors. For more information about litigation matters and other regulatory and legal proceedings in which we are involved, see “Item 1. Legal Proceedings.” If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our revenue, could decline, which could adversely impact our business, operating results, and financial condition. The industries in which we operate have been characterized by many rapid, significant, and disruptive products and services in recent years. These include decentralized applications, which allow yield farming, staking, token wrapping, governance tokens, innovative programs to attract customers such as transaction fee mining programs, initiatives to attract traders such as trading competitions, airdrops and giveaways, staking reward programs, and novel cryptocurrency fundraising and distribution schemes. We expect new services and technologies to continue to emerge and evolve, which may be superior to, or render obsolete, the products and services that we currently provide. We cannot predict the effects of new services and technologies on our business. However, our ability to grow our customer base and revenue will depend in part on our ability to innovate and create successful new products and services, both independently and in conjunction with third parties. In particular, developing and incorporating new products and services into our business may require substantial expenditures, take considerable time, and ultimately may not be successful. Any new products or services could fail to attract customers, generate revenue, or perform or integrate well with third-party applications and platforms. In addition, our ability to adapt and compete with new products and services may be inhibited by regulatory requirements and general uncertainty in the law, constraints by our banking partners and payment processors, third-party intellectual property rights, or other factors. Moreover, we must continue to enhance our technical infrastructure and other technology offerings to remain competitive and maintain a platform that has the required functionality, performance, capacity, security, and speed to attract and retain customers. We are entering into the AI/HPC data center market, and as a result, we expect to expend significant costs and expenses to develop and upgrade our technical infrastructure to meet the evolving needs of the industry, including in connection with the conversion of our Helios mining campus to AI/HPC data center infrastructure and operations. Our success will depend on our ability to develop and incorporate new offerings and adapt to technological changes and evolving industry practices. If we are unable to do so in a timely or cost-effective manner, our business and our ability to successfully compete, retain existing customers, and attract new customers may be adversely affected. We are exposed to a concentration of assets in a particular asset class, which could increase volatility, investment and market risk. We primarily trade, invest, advise on and hold digital assets and investments in the blockchain space and conduct related businesses. We may accumulate significant positions in, or otherwise have significant exposure to, a single digital asset or asset type. If we choose to invest in concentrated positions, we could increase the volatility of investment results over time and exacerbate the risk that a loss in any position would have a material and adverse effect on our investment and trading strategies, the value of our assets and the value of any investment in us. We are exposed to significant market risk based on our positions in digital assets, securities, commodities and other assets. The prices or values of digital and non-digital assets in which we may invest or trade have been, and likely will continue to be, highly volatile. We are also subject to the risk of loss of any cash or digital assets that we hold on digital asset trading platforms. For example, on November 8, 2022, FTX, a digital asset trading platform on which we held cash and digital assets, suspended customer withdrawals. FTX subsequently filed for Chapter 11 bankruptcy protection on November 11, 2022. As of December 31, 2022, we had a net loss of approximately $68 million related to our previously disclosed FTX exposure. The Company subsequently repurchased its FTX bankruptcy claims for $18.5 million and recorded unrealized gains of $26.4 million during the year ended December 31, 2023. We divested these claims during the year ended December 31, 2024. Events such as these within the digital asset industry are continuing to develop and it is not 97 Table of Contents possible to predict at this time all of the risks that they may pose to Galaxy, our service providers or to the digital asset industry as a whole. Sustained market declines and periods of significant market volatility may limit our ability to produce positive investment and trading results, and there can be no assurance that our strategies will be successful in the markets and assets in which we invest or trade. Our business relies on third-party service providers and subjects us to risks that we may not be able to control or remediate . Our operations could be interrupted if our third-party service providers experience operational or other systems difficulties, terminate their services or fail to comply with regulations. We outsource some of our operational activities and accordingly depend on relationships with many third-party service providers. Specifically, we rely on third parties for certain services, including, but not limited to, legal, accounting, custodying and other financial operations, trade related activity, IT infrastructure and systems, trade reconciliation, and margin and collateral movement. Our business depends on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. The failure of these systems, a cybersecurity breach involving any of our third-party service providers or the termination or change in terms of a third-party software license or service agreement on which any of these systems is based could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing other issues with our third-party service providers could entail significant delay, expense and disruption of service. As a result, if these third-party service providers experience difficulties, are subject to cybersecurity breaches, or terminate their services, and we are unable to replace them with other service providers, particularly on a timely basis, our operations could be interrupted. If an interruption were to continue for a significant period, our business, financial condition and results of operations could be adversely affected. Should we be required to replace third-party service providers, it may be at a higher cost to us, which could adversely affect our business, financial condition and results of operations. We host certain of our mining equipment at third-party data centers. The providers oversee maintenance, up-time and other important elements of mining productivity. There is a service agreement that guarantees hash rate performance and system up-time and contractual consequences if the hosts do not meet these requirements. To the extent that a host does not meet these requirements for extended periods of time, the revenue from this business could be less than anticipated. Additionally, to the extent power costs increase, it could affect the future profitability of the business. Unexpected market disruptions may cause major losses for us. We may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. The risk of loss in such events may be compounded by the fact that in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which markets are moving. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for us. Any such disruptions and events may have a material and adverse effect on our investment and trading strategies and on any investment in us. Operational risk may materially and adversely affect our performance and results and we may not be effective in mitigating any such risk. Any issue or adverse circumstance surrounding our operational risks may have a material and adverse effect on our performance and results. Operational risk is the risk of an adverse outcome resulting from inadequate or failed internal processes, people, systems or from external events. Our exposure to operational risk arises from routine processing errors, as well as extraordinary incidents, such as major systems failures or legal and regulatory matters. As we operate trading, lending, investment and other businesses that are reliant on both technology and human expertise and execution, we are exposed to material operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of our service providers, counterparties or other third parties, failed or inadequate processes and technology or system failures. Digital asset transfers are typically not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft of digital assets generally will not be reversible and we may not be capable of seeking compensation for any such transfer or theft. Although we have processes and procedures in place to limit any such transfers, it is possible that, through computer or human error, or through theft or criminal action, our digital assets could be subject to these operations errors and transferred from our accounts in incorrect amounts, or to unauthorized third parties, or to uncontrolled accounts. To the extent that our business lines expand to include trust companies, custody services will expose 98 Table of Contents us to greater risk of loss from irreversible operational errors, such as collateral transferred from a custody account in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Operational errors or significant operational delays could materially negatively impact our ability to conduct our business or service our clients, which could adversely affect results of operations due to potentially higher expenses and lower revenues, create liability for us or our clients or negatively impact our reputation. Recurring operational issues may raise concerns among regulators regarding our governance and control environment. We seek to mitigate risk and have established policies responsive to the types of risk to which we are subject, including operational risk, credit risk, market risk, counterparty risk, exchange risk and liquidity risk. However, there are inherent limitations to our current and future risk management strategies, including risks that we have not appropriately anticipated or identified. Accurate and timely enterprise-wide risk information is necessary to enhance management’s decision-making in times of crisis. If our risk management framework proves ineffective or if our enterprise-wide management information is incomplete or inaccurate, we could suffer unexpected losses, which could materially adversely affect our business, results of operations and financial condition. We continually assess our risk profile and risk management processes across the firm to identify opportunities for improvement and to consider whether we need to address new technologies and innovations in our risk management processes and policies. While we have not identified any material gaps with respect to recent digital asset market events, we cannot guarantee that our risk management processes will continue to be effective in preventing or mitigating losses from future market events. Our expansion into the AI/HPC data center business will require substantial additional capital. We may be unable to obtain additional financing for this or for other areas of business development on acceptable terms or at all. The conversion of our Helios campus or any future campus to AI/HPC data center development and operations will be capital-intensive projects that will require substantial additional capital to complete. Furthermore, continued development in other areas of our business may require additional financing. The failure to raise or procure such additional funds when needed or the failure to achieve or maintain positive cash flow could result in the delay or indefinite postponement of our AI/HPC data center development or our other business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to us. If additional funds are raised by offering equity securities or equity-linked securities, existing shareholders could suffer significant dilution. We may require additional financing to fund our operations in certain periods until positive cash flow is achieved. We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Agreements relating to our future indebtedness may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to obtain proceeds in an amount sufficient to meet any debt service obligations then due. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under our indebtedness. If we cannot make scheduled payments on our debt, we will be in default and holders of our indebtedness could declare all outstanding principal and interest to be due and payable, and we could be forced into bankruptcy, liquidation or reorganization, and our assets would be used to satisfy obligations with respect to such indebtedness before any payment could be made to you as a holder of shares of our Class A common stock. In addition, we may incur substantial additional indebtedness, including secured indebtedness. The terms of the indentures governing the Exchangeable Notes do not restrict us from incurring additional indebtedness. If new debt or other liabilities are added to our current debt levels, the related risks could intensify. 99 Table of Contents The Project Financing Documents contain certain financial and other covenants that may limit our operating flexibility. The violation of one or more of these covenants could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date or in the need to refinance. On August 15, 2025, Galaxy Helios I entered into the Project Financing Documents. Subject to customary exceptions, the Project Financing Documents contain certain limitations on the ability of Galaxy Helios I to engage in certain activities, including incurring indebtedness and liens, making investments, entering into affiliate transactions and undergoing fundamental changes. The Project Financing Documents also contain a financial maintenance covenant, requiring Galaxy Helios I to maintain a minimum debt service coverage ratio of 1.40 beginning with the first full quarter after Stabilization (as defined in the Credit Agreement) and a maximum loan-to-cost ratio of 80% on the closing date and each fiscal quarter thereafter until Stabilization. GDH LP is required to maintain tangible net worth of at least the Loan Amount tested on a quarterly basis and to maintain liquidity of at least 10% of the aggregate outstanding Loan Amount at all times (reduced to 5% upon satisfaction of certain conditions). The Project Financing Documents contain customary events of default, including, without limitation, payment defaults, covenant defaults, breaches of certain representations and warranties, cross defaults to certain indebtedness, certain events of bankruptcy and insolvency, certain judgments, change of control, certain ERISA events, the termination of certain contracts, the misuse of funds and the invalidity of the loan documents. The terms of any future indebtedness we may incur could include similar or more restrictive covenants. We cannot ensure that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants. Our failure to comply with the restrictive or financial covenants described above as well as the terms of any future indebtedness could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our business, operating results, financial condition, and prospects could be materially adversely affected. Because our long-term success depends, in part, on our ability to expand our sales to customers outside the United States, our business is susceptible to risks associated with international operations. We currently have subsidiaries and operations in jurisdictions such as the Cayman Islands, the U.K., Hong Kong, Canada, Israel, the Bahamas and Japan as well as the United States. We plan to enter into or increase our presence in additional markets around the world, and any inability or failure to adequately exploit opportunities for international expansion, may harm our business and our adversely affect our revenue. We have a limited operating history outside North America, and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to particular challenges of supporting a rapidly growing business in an environment of diverse cultures, languages, customs, tax laws, legal systems, alternate dispute systems and regulatory systems. As we continue to expand our business and customer base outside the United States, we will be increasingly susceptible to risks associated with international operations. These risks and challenges include: • difficulty establishing and managing international operations and the increased operations, travel, infrastructure and legal and compliance costs associated with locations in different countries or regions; • the need to understand and comply with local laws, regulations and customs in multiple jurisdictions, including laws and regulations governing broker-dealer practices, some of which may be different from, or conflict with, those of other jurisdictions, and which might not permit us to operate our business or collect revenues in the same manner as we do in such other jurisdictions; • our interpretations of local laws and regulations, which may be subject to challenge by local regulators; • difficulties or delays in obtaining and/or maintaining the regulatory permissions, authorizations, licenses or consents that may be required to offer certain products in one or more international markets; • difficulties in managing multiple regulatory relationships across different jurisdictions on complex legal and regulatory matters; • if we were to engage in any merger or acquisition activity internationally, this is complex and would be new for us and subject to additional regulatory scrutiny; 100 Table of Contents • the need to vary products, pricing and margins to effectively compete in international markets; • the need to adapt and localize products for specific countries, including obtaining rights to third-party intellectual property used in each country; • increased competition from local providers of similar products and services; • the challenge of positioning our products and services to meet a demand in the local market (also known as “product-market fit”); • the ability to obtain, maintain, protect, defend and enforce intellectual property rights abroad; • the need to offer customer support and other aspects of our offering (including websites, articles, blog posts and customer support documentation) in various languages; • compliance with anti-bribery laws, such as the Foreign Corrupt Practices Act and equivalent anti-bribery and anti-corruption requirements in local markets, by us, our employees and our business partners, and the potential for increased complexity due to the requirements on us as a group to follow multiple rule sets; • complexity and other risks associated with current and future legal requirements in other countries, including laws, rules, regulations and other legal requirements related to cybersecurity and data privacy frameworks and labor and employment laws; • the need to enter into new business partnerships with third-party service providers in order to provide products and services in the local market, which we may rely upon to be able to provide such products and services or to meet certain regulatory obligations; • varying levels of internet technology adoption and infrastructure, and increased or varying network and hosting service provider costs and differences in technology service delivery in different countries; • fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of other currencies into U.S. dollars; • taxation of our international earnings and potentially adverse tax consequences due to requirements of or changes in the income and other tax laws of the United States or the international jurisdictions in which we operate, as well as the impact of tariffs; and • political or social unrest or economic instability in a specific country or region in which we operate. We have limited experience with international regulatory environments and market practices, and we may not be able to penetrate or successfully operate in the markets we choose to enter. In addition, we may incur significant expenses as a result of our international expansion, and we may not be successful. We may launch products that lack local product-market fit, face local competition from pre-existing companies offering similar products and/or face limited brand recognition in certain parts of the world, any of which could lead to non-acceptance or delayed acceptance of our products and services by customers in new markets. Product adoption and growth rates may vary significantly across different markets. We are subject to income taxes and other taxes in the United States and other countries in which we transact or conduct business, and such laws and tax rates vary by jurisdiction. We are subject to review and audit by U.S. federal, state, local and non-U.S. tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our financial condition or results of operations could be materially and adversely affected. Our failure to successfully manage these risks, or any failure to quickly exploit any opportunity for international expansion could harm our international operations in the markets we choose to enter and have an adverse effect on our business, financial condition and results of operations. Fluctuations in currency exchange rates could harm our operating results and financial condition. Revenue generated and expenses incurred from our international operations are often denominated in the currencies of the local countries. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our revenue and operating results reflected in our U.S. dollar-denominated financial statements. Our financial results are also subject to changes in exchange rates that impact the settlement of transactions in non-local currencies. As a result, it could be more difficult to detect underlying trends in our business and operating results. To the extent that fluctuations in currency exchange rates cause our operating results to differ from expectations of investors, the market price of our Class A 101 Table of Contents common stock could be adversely impacted. Even if we use derivatives to hedge exposure to fluctuations in foreign currency exchange rates, the use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place, and may introduce additional risks if we are unable to structure effective hedges with such instruments. We may be adversely affected by global conflict. The continued conflict between Ukraine and Russia and the evolving conflict in the Middle East is likely to continue to create, impacts on global economic markets that are unpredictable. Furthermore, certain Galaxy operations are headquartered in Israel, with primary offices located in Tel Aviv. Approximately 60 Galaxy employees are physically located in Israel, a number of whom have military reserve service obligations. There has been no material impact from the ongoing conflict in the Middle East on our operations in the region. Galaxy management is monitoring the situation including implementing business continuity plans to mitigate future potential risk. Adverse developments affecting financial institutions could adversely affect our industry and business. Adverse developments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead to bank failures and market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”), was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. Similarly, on March 12, 2023, the New York Department of Financial Services took possession of Signature Bank and appointed the FDIC as receiver of the bank. The U.S. Department of the Treasury, the Federal Reserve and the FDIC released a statement that indicated the FDIC would complete its resolution of SVB and Signature Bank in a manner that fully protects all depositors. The U.S. Department of Treasury, FDIC and Federal Reserve Board also announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial institutions. We have in the past deposited funds with Signature Bank and Silvergate Bank. We have diverse U.S. banking relationships with most of our deposits at large, systemically important financial institutions. Although Galaxy did not experience any losses or other material impact from our banking relationships with Silvergate Bank and Signature Bank, to the extent that we have deposited funds with banking institutions that fail and are not otherwise protected, we would lose the amount of our deposits over the then current FDIC insurance limit. The loss of our deposits could reduce the amount of cash we have available to operate our business and have an adverse impact on our investment and trading strategies, the value of our assets, the value of any investment in us, financial condition and results of operations. Risks Related to Our Business Lines Managing different business lines could present conflicts of interest. There are certain inherent and potential conflicts of interest in managing different business lines and the presence of any such conflict of interest could materially adversely affect our business, reputation, results of operations and financial condition. We seek to build a full service, institutional-quality financial services business through our two operating business segments: Digital Assets and Data Centers. Subject to applicable regulatory approvals, we may also launch additional business lines from time to time. Due to the broad scope of our businesses, potential conflicts of interest include situations where our services to a particular client or our own investments or other interests conflict, or are perceived to conflict, with the interests of another client, as well as situations where one or more of our businesses have access to material non-public information that may not be shared with our other businesses and situations where we may be an investor or creditor of an entity with which we also have an advisory or other relationship. For example, our subsidiaries may provide corporate advisory services to companies that are also investee companies of our asset management business or within our venture portfolio. In such circumstances, we may not be able to conduct transactions relating to investments in portfolio companies, for example, due to the inability of our asset management business to use to material non-public information in buying or selling securities to us. In ordinary course of business, we may also make loans to protocols and receive the native token as collateral. Accordingly, there may be situations where we are compelled or forced to liquidate the token even though we may have investments in such protocol or token, or other relationships across the Company. Furthermore, the allocation of investment opportunities among us, our funds and our clients could also present conflicts of interest. Providing custody services while managing other funds and accounts can present certain conflicts of interest as those funds and accounts might have similar or different investment objectives or strategies as trust accounts, or otherwise hold, purchase or sell investments that are eligible to be held, purchased or sold by the trust accounts, or may take positions that are opposite in direction from those taken by the trust accounts. In managing these different conflicts, fiduciary duty obligations may require us to resolve conflicts in favor of clients over our Company or other third parties. For example, our asset management business may be engaged to provide advice to a client that is considering entering into a transaction with 102 Table of Contents us, and may advise the client not to pursue the transaction with us, or otherwise in connection with a potential transaction provide advice to the client that would be adverse to us. Employees and executives, including our Founder, may also have conflicts of interest in allocating their time and activity between the business lines. While we manage conflicts of interest through a number of ways, appropriately identifying and dealing with conflicts of interest is complex and difficult, and our reputation could be damaged and the willingness of clients to enter into transactions with us may be affected if we fail, or appear to fail, to identify, disclose and deal appropriately with conflicts of interest. In addition, potential or perceived conflicts, or the failure to make appropriate disclosures to clients regarding such conflicts, could give rise to litigation or regulatory enforcement actions. A failure to appropriately identify and address potential conflicts of interest could adversely affect our businesses, results of operations and financial condition. Changes in the value levels of the assets may cause our AUM, revenue and earnings to decline. Our asset management business, which is conducted through one or more subsidiaries, is primarily comprised of fees based on a percentage of the value of AUM and, in some cases, performance fees which are normally expressed as a percentage of returns to the client. Numerous factors, including price movements in the assets in the markets in which we manage assets, could cause: • the value of AUM, or the returns that we realize on AUM, to decrease; • the withdrawal of funds from any products offered by us in favor of products offered by competitors; or • a decrease in the value of seed or co-investment capital or a decrease in the amount of such capital available to invest. • Liquidation of third-party bankruptcy estate assets under mandates to do so may also reduce AUM. The occurrence of any of these events may cause our AUM, revenue and earnings, if any, to decline and may negatively impact the success of our asset management business, results of operations and financial condition. The asset management business is highly regulated and regulators may apply or interpret these regulations with respect to digital assets in novel and unexpected ways. Asset management is a highly regulated business subject to numerous legal and regulatory requirements. These regulations are intended to protect customers whose assets are under management and, as such, may limit our ability to develop, expand or carry out our asset management business in the intended manner. We are guided in significant part by regulatory regimes that are not clear or are not yet developed. To the extent that there is any ambiguity as to whether an asset under management is a security, the applicability of many regulations to our asset management business will not be clear. Furthermore, we must address conflicts of interest, as well as the perception of conflicts of interest, between ourselves (including our other business lines) and our clients and funds. In particular, we are required to act in the best interest of our clients and funds, which may include allocating opportunities to our clients and funds rather than to our own principal business lines. In addition, regulators have substantial discretion in determining what is in the best interest of a client of a fund and have increased their scrutiny of potential conflicts as well as the disclosure of such conflicts to an asset manager’s clients. Appropriately dealing with conflicts of interest is complex and if we fail, or appear to fail, to deal appropriately with any of these conflicts of interest, we may face reputational damage, litigation, regulatory proceedings, or penalties, fines or sanctions, any of which may have a material and negative impact on our asset management business. In addition, to the extent that we are required to obtain client or investor consent in connection with any potential conflict, any failure or delay in obtaining such consent may have a material and negative impact on our ability to take advantage of certain business opportunities. Increased competition may cause our AUM, revenue and earnings to decline. The asset management industry is highly competitive and has relatively low barriers to entry. We currently expect that, as digital assets become more mainstream, additional competitors, potentially in large numbers, may begin providing asset management services with respect to digital assets. We compete based on a number of factors including: investment performance, the level of fees charged, the quality and diversity of services and products provided, name recognition and reputation, and the ability to develop new investment strategies and products to meet the changing needs of investors. In addition, the introduction of new technologies, as well as regulatory changes, may significantly alter the competitive landscape for investment managers in digital assets. This could lead to fee compression or require us to spend more to modify or adapt our product offerings to attract and retain customers and remain competitive with products and services offered by new competitors in the industry. Increased competition on the basis of any of these factors, including competition leading to fee reductions, may cause our AUM, revenue and earnings to decline and materially and negatively 103 Table of Contents impact the success of our asset management business and affect our overall business, results of operations and financial condition. Our venture investments, managed by our crypto ventures team within the Digital Assets segment, including any associated lending activities, are subject to substantial risk. Our investments may be very risky and highly speculative and our venture investments managed by our crypto ventures team within the Digital Assets segment are subject to substantial risk, including risks related to third-party investment managers, operational risk, conflicts of interest, asset performance and regulatory compliance, that, if realized, could result in significant damage to our business and operating results. Moreover, our due diligence processes may fail to uncover all of the problems, liabilities or other challenges, including fraud, material deficiencies, regulatory or compliance issues in connection with our prospective portfolio companies or our third-party investment managers. This could result in an increased risk of unanticipated or unknown issues or liabilities including with respect to compliance and regulatory matters, and our mitigation strategies may not be effective. Further, our valuations and projections in connection with our prospective investments may be inaccurate, which could result in a loss of all or substantially all of our investments and could adversely impact our financial condition and our business. We generally do not take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in a portfolio company, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments. Further, our portfolio companies may be highly leveraged. Our strategy to expand into the AI/HPC data center business may not be successful and may result in adverse consequences to our business, financial condition and results of operations. Our growth strategy includes expanding and diversifying our revenue sources into new markets and technologies, including using some of our existing bitcoin mining infrastructure for AI/HPC data center development. However, our success in this area may not develop as anticipated and may be affected by factors such as the ability to obtain sufficient financing to convert our existing bitcoin mining infrastructure to AI/HPC data center infrastructure, the expense and timing of new infrastructure development, and our initial reliance on CoreWeave as our single AI/HPC customer. We do not have experience in developing and offering AI/HPC data center infrastructure. We may experience difficulties with the infrastructure development and modification of AI/HPC campuses, including the Helios campus, due to factors beyond our control. For example, there may be difficulties in integrating new equipment into our existing infrastructure, constraints on our ability to connect to or procure the expected electricity supply capacity at the campus, supply chain disruption (including as a result of local labor availability, severe weather, tariffs or otherwise), defects in design, construction or installed equipment, inability to procure the necessary equipment on commercially acceptable terms or at all, diversion of management resources, insufficient funding or other resource constraints, or actual costs for development may exceed our planned budget. See “—We are subject to risks in connection with our mining business and AI/HPC data center business, including risks associated with counterparties.” Our focus on developing the Helios campus and any other future campuses to offer AI/HPC data center infrastructure may also disrupt our business by diverting our resources and requiring significant management attention that would otherwise be available for utilization within, and development of, our existing businesses. Our ability to grow our AI/HPC data center business in the future is also dependent on the overall market for AI/HPC data centers. The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI industry, are inherently uncertain. For example, certain AI technology is under public scrutiny for creating inaccurate, incomplete or misleading content, unintended biases and other discriminatory or unexpected results, errors or inadequacies and may be, or be perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed. Therefore, it is difficult to predict the demand for AI/HPC data center capacity, the size and growth rate for this market, the entry of competitive products, or the success of any existing or future products that may compete with any AI/HPC data centers we may develop. In addition, we cannot assure you that we will be able to keep up with the changing AI landscape or in developing services or infrastructure that can meet our customers’ evolving needs in a timely manner, if at all. There is an increasing number of competitors providing AI/HPC data centers, which will result in competition and pricing pressure. Meanwhile, if there is a reduction in demand for any AI/HPC data centers, whether caused by a lack of customer acceptance, a slowdown in demand for computational power, a downturn in the AI industry, an overabundance of unused 104 Table of Contents computational power, advancements in technology, technological challenges, competing technologies and solutions, decreases in corporate and customer spending, weakening economic conditions or otherwise, the growth of our AI/HPC data center business could be slowed or curtailed, or we may need to make certain changes to our Helios campus, including transitioning AI/HPC infrastructure services to other services, which could require significant and costly operational changes, impose substantial additional costs and divert management attention. For example, rapid technological advancements in the AI industry, such as dev