Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information that would be required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 and 15d-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.
Management’s Report on Internal Control over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of SEC for newly public companies.
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.
Inherent Limitations on Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Item 9B. Other Information
Director and Officer Trading Arrangements
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Insider Trading Policies and Procedures
The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, employees, contractors, advisors, and consultants, and the Company itself that the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of the Company’s Insider Trading Policy is filed with this Annual Report as Exhibit 19.1.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is KPMG LLP , New York, New York , Auditor Firm ID: 185 .
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
PART IV
Item 15. Exhibits and financial statement schedules.
(A) Exhibits.
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
(B) Financial Statement Schedules.
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
EXHIBIT INDEX
Incorporated by Reference
Exhibit No.
Description Form
File No.
Exhibit
Filing Date
Filed Herewith
3.1
Amended and Restated Certificate of Incorporation
S-8
333-287205
4.1
5/13/2025
3.2
Amended and Restated Bylaws
S-8
333-287205
4.2
5/13/2025
4.1
Indenture, dated as of December 9, 2021, among GDH LP, GDI, GDHL and The Bank of New York Mellon, as Trustee
S-4
333-262378
4.2
1/28/2022
4.2
Form of GDH LP’s 3.00% Exchangeable Senior Note due 2026
S-4
333-262378
4.2
1/28/2022
4.3
Registration Rights Agreement, dated as of December 9, 2021, among GDI, GDH LP and the investors party thereto
S-4
333-262378
4.4
1/28/2022
4.4
Amended and Restated Promissory Note, dated as of December 31, 2024, between GDH LP and GDHI LLC
S-4
333-262378
4.4
3/28/2025
4.5
Indenture, dated as of November 25, 2024, among GDH LP, GDI, GDHL and The Bank of New York Mellon, as Trustee
S-4
333-262378
4.5
11/27/2024
4.6
Form of GDH LP’s 2.500% Exchangeable Senior Note due 2029
S-4
333-262378
4.5
11/27/2024
4.7
Registration Rights Agreement, dated as of November 25, 2024, among Jefferies LLC, as representative of the initial purchasers, GDI and GDH LP
S-4
333-262378
4.7
11/27/2024
4.8
Form of Class A Common Stock Certificate
S-8
333-287205
4.3
5/13/2025
4.9
Registration Rights Agreement, dated as of October 10, 2025, by and among the Company and the investors party thereto
8-K
001-42655
10.1
10/14/2025
10.1
Seventh Amended and Restated Limited Partnership Agreement of GDH LP , dated May 13, 2025
8-K
333-262378
10.1
5/13/2025
10.2†
Form of D&O Indemnification Agreement
S-4
333-262378
10.2
1/28/2022
10.3
Amended and Restated Tax Receivables Agreement , dated as of May 13, 2025, by and among the Company, GDH LP and the other persons party thereto.
8-K
333-262378
10.2
5/13/2025
10.4
Director Nomination Agreement , dated as of May 13, 2025, by and among the Company and the persons and entities party thereto.
8-K
333-262378
10.3
5/13/2025
10.5†
Galaxy Digital Inc. Amended and Restated Long Term Incentive Plan
S-8
333-287205
99.1
5/13/2025
10.6†
Galaxy Digital Inc. Amended and Restated Stock Option Plan
S-8
333-287205
99.2
5/13/2025
10.7†
Form of Galaxy Digital Inc. Amended and Restated Long Term Incentive Plan Option Agreement
S-4
333-262378
10.7
7/26/2024
10.8†
Form of Galaxy Digital Inc. Amended and Restated Long Term Incentive Plan Share Unit Agreement
S-4
333-262378
10.9
3/28/2025
10.9†
Form of Galaxy Digital Inc. Amended and Restated Long Term Incentive Plan DSU Award Agreement
S-4
333-262378
10.1
3/28/2025
10.10†
Employment Agreement, dated July 30, 2018, by and between GDS LLC and Michael Novogratz
S-4
333-262378
10.11
3/28/2025
10.11†
Offer Letter, dated July 31, 2018, by and between GDS LLC and Christopher Ferraro
S-4
333-262378
10.12
3/28/2025
10.12†
Offer Letter, dated as of April 14, 2021, by and between GDS LLC and Erin Brown
S-4
333-262378
10.15
3/28/2025
10.13†
Amendment to Offer Letter, dated October 20, 2021, by and between GDS LLC and Erin Brown
S-4
333-262378
10.16
3/28/2025
10.14†
Amended and Restated Offer Letter, dated March 11, 2022, by and between GDS LLC and Andrew Siegel
S-4
333-262378
10.17
3/28/2025
10.15†
Separation Agreement, dated August 28, 2025, by and between GDS LLC and A ndrew Siegel
8-K/A
001-42655
10.1
8/29/2025
10.16†
Offer Letter, dated December 10, 2024, by and between GDS LLC and Anthony Paquette
S-4
333-262378
10.18
3/28/2025
10.17†
Offer Letter, dated August 5, 2025, by and between GDS LLC and Matt Friedrich
S-1
333-290956
10.2
10/20/2025
10.18
First Amendment to the Fireblocks License Agreement, dated July 30, 2021, by and between GDS LLC and Fireblocks, Inc.
S-4
333-262378
10.21
8/11/2023
10.19◊
Credit Agreement, dated August 15, 2025, by and among Galaxy Helios I LLC, Deutsche Bank AG, New York Branch, GLAS USA LLC and the other lenders party thereto from time to time
8-K/A
001-42655
10.1
10/20/2025
19.1
I nsider Tra ding P olicy
X
21.1
Subsidiaries of the Registrant
X
23.1
Consent of KPMG LLP
X
24.1
Powers of Attorney (included on signature pages)
X
31.1
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1
Compensation Recoup ment P olicy
X
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104.0
Cover Page Interactive Data File - the cover page from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in Inline XBRL
X
__________________
† Indicates management contract or compensatory plan
◊ Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.
* The information in this exhibit is furnished and deemed not filed with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of Galaxy Digital Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 16. Form 10-K Summary
None.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
GALAXY DIGITAL INC.
Date:
February 26, 2026 By:
/s/ Michael Novogratz
Michael Novogratz
Chief Executive Officer
( Principal Executive Officer )
Power of Attorney
Each officer and director of Galaxy Digital Inc. whose signature appears below constitutes and appoints Michael Novogratz and Anthony Paquette, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Michael Novogratz
Chief Executive Officer and Director
(Principal executive officer)
February 26, 2026
Michael Novogratz
/s/ Anthony Paquette
Chief Financial Officer
(Principal financial officer)
February 26, 2026
Anthony Paquette
/s/ Robert Rico
Chief Accounting Officer
(Principal accounting officer)
February 26, 2026
Robert Rico
/s/ Michael Daffey
Chair of Board of Directors
February 26, 2026
Michael Daffey
/s/ Bill Koutsouras
Lead Director
February 26, 2026
Bill Koutsouras
/s/ Rhonda Adams-Medina
Director
February 26, 2026
Rhonda Adams-Medina
/s/ Jane Dietze
Director
February 26, 2026
Jane Dietze
/s/ Richard Tavoso
Director
February 26, 2026
Richard Tavoso
/s/ Doug Deason
Director
February 26, 2026
Doug Deason