Galaxy Digital Inc-A美股招股说明书(2025-11-10版)

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 29,2025, as supplemented by Prospectus Supplement No. 1, dated June 12, 2025, No. 2, dated July 29, 2025, No. 3, dated August 5, 2025, No.4, dated August 11, 2025, No. 5, dated August 15, 2025, No. 6, dated August 29, 2025, No. 7, dated October 14, 2025, No. 8, datedOctober 20, 2025, and No. 9, dated October 30, 2025 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No.333-287605) with the information contained in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed withthe Securities and Exchange Commission (the “SEC”) on November 10, 2025 (the “Quarterly Report”). Accordingly, we have attached theQuarterly Report to this prospectus supplement. The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling stockholders named inthe Prospectus (the “Selling Stockholders”) of up to 245,062,407 shares (the “Resale Shares”) of Class A common stock, par value $0.001per share (“Class A common stock”), of Galaxy Digital Inc. (“GDI”), consisting of (i) 213,112,343 shares of Class A common stockissuable upon redemption or exchange of an equivalent number of limited partnership units (the “LP Units”) of Galaxy Digital HoldingsLP (“GDH LP”), (ii) up to 2,750,000 shares of Class A common stock held by certain selling stockholders as of the date hereof, (iii) upto16,562,570 shares of Class A common stock issuable upon exchange of the 3.00% Exchangeable Senior Notes due 2026 issued by GDHLP (the “2026 Exchangeable Notes”) and (iv) up to 12,637,494 shares of Class A common stock issuable upon the exchange of the 2.500%Exchangeable Senior Notes due 2029 issued by GDH LP (the “2029 Exchangeable Notes” and, together with the 2026 ExchangeableNotes, the “Exchangeable Notes”). This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectusand this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectussupplement but not defined herein shall have the meanings given to such terms in the Prospectus. Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) and the Toronto Stock Exchange (the“TSX”) under the symbol “GLXY.” On November 7, 2025 the last reported sale price of our Class A common stock on Nasdaq was $31.56per share. Sales of a substantial number of shares of our Class A common stock in the public market, including any sales by the SellingStockholders, could occur at any time. These sales, or the perception that such sales may occur, could have a significant negative impact onthe trading price of our Class A common stock. We are a holding company and, as a result of the Reorganization Transactions (a series of transactions described further elsewherein our Prospectus), our principal assets are our direct ownership of (i) certain LP Units, which entitle us to a correspondingpercentageownership of the economic interest in GDH LP (and as a result, Galaxy’s business), and (ii) all of the general partnership interests of GDHLP, which entitles us to operate and control all of the business and affairs of GDH LP as its sole general partner, and, through GDH LP andits subsidiaries, to conduct all of Galaxy’s business. As ofOctober 31, 2025, we owned49.2% of the total economic interest in GDH LP.The remaining economic interest in GDH LP is owned by entities controlled by Michael Novogratz, our Chief Executive Officer andFounder (our “Founder”), and certain other limited partners of GDH LP, in each case, through their respective ownership of LP Units. Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page12of theProspectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense. Prospectus supplement dated November 10, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_________________________ FORM 10-Q_________________________ (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______ Commission file number 001-42655_________________________ Galaxy Digital Inc.(Exact name of registrant as spec