Sec Form 3 Filing - Brown Erin Elizabeth @ Galaxy Digital Inc. - 2025-05-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Brown Erin Elizabeth
2. Issuer Name and Ticker or Trading Symbol
Galaxy Digital Inc. [ GLXY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O GALAXY DIGITAL INC., 300 VESEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2025
(Street)
NEW YORK, NY10282
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 490,295 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 6.75 ( 5 ) ( 2 ) 03/29/2028 Class A Common Stock 1,000,000 D
Stock Options $ 13.46 ( 5 ) ( 3 ) 03/27/2029 Class A Common Stock 162,637 D
Stock Options $ 16.45 ( 5 ) ( 4 ) 03/31/2030 Class A Common Stock 272,847 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Erin Elizabeth
C/O GALAXY DIGITAL INC.
300 VESEY STREET
NEW YORK, NY10282
Chief Operating Officer
Signatures
/s/ Francesca Don Angelo, Attorney-in-Fact for Erin Brown 05/15/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 198,088 shares of Class A Common Stock to be delivered in settlement of restricted share unit awards ("RSUs"). An RSU award was granted on March 29, 2023 where 70,881 are scheduled to vest on March 1, 2026. An RSU award was granted on March 27, 2024 where 36,630 are scheduled to vest on March 1, 2026 and 37,740 are scheduled to vest on March 1, 2027. 52,837 RSUs were granted on March 31, 2025 where 17,613 are scheduled to vest on March 1, 2026 and the remainder are scheduled to vest in equal quarterly installments thereafter (8 quarters). The RSU awards, in each case, are subject to continued service through the applicable vesting date.
( 2 )This option vests over three years from March 1, 2023, with 1/3 vesting on the each of the first three anniversaries of such date, subject to continued service through the relevant vesting date.
( 3 )This option vests over three years from March 1, 2024, with 1/3 vesting on the each of the first three anniversaries of such date, subject to continued service through the relevant vesting date.
( 4 )This option vests over three years from March 1, 2025, with 1/3 vesting on the each of the first three anniversaries of such date, subject to continued service through the relevant vesting date.
( 5 )Conversion or Exercise price(s) represent Canadian Dollars.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.