Galaxy Digital Holdings arranges $1B note offering

Mr. Jonathan Goldowsky reports GALAXY ANNOUNCES PRIVATE OFFERING OF $1.0 BILLION OF EXCHANGEABLE SENIOR NOTES Galaxy Digital Inc.'s Galaxy Digital Holdings LP intends to offer, subject to market and other conditions, $1.0-billion aggregate principal amount of exchangeable senior notes due 2031 in a private offering. The issuer also intends to grant the initial purchasers of the notes an option to purchase, during the 13-day period beginning on, and including, the date the issuer first issues the notes, up to an additional $150.0-million aggregate principal amount of notes. The issuer intends to use the net proceeds from the offering to support growth across its core operating businesses and for general corporate purposes, which may include the repayment of its existing exchangeable senior notes due 2026. The final terms of the offering, including the interest rate and initial exchange rate of the notes, will be determined by the issuer and the initial purchasers at the pricing of the offering. The notes will be general senior, unsecured obligations of the issuer, will accrue interest payable semi-annually in arrears and will mature on May 1, 2031, unless earlier repurchased, redeemed or exchanged. Noteholders will have the right to exchange their notes in certain circumstances and during certain periods. The issuer will settle exchanges of notes by paying or delivering, as applicable, cash, shares of GDI's Class A common stock, or a combination of cash and shares of common stock at the issuer's election. The notes will not be redeemable prior to Nov. 6, 2028. On or after Nov. 6, 2028, and prior to the 41st scheduled trading day immediately preceding the maturity date, the notes will be redeemable for cash, in whole or in part, at the issuer's option, if the last reported sale price per share of common stock equals or exceeds 130 per cent of the exchange price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain corporate events that constitute a fundamental change occur, then, subject to certain conditions and exceptions, noteholders may require the issuer to repurchase for cash all or part of their notes. The fundamental change repurchase price will be equal to 100 per cent of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The offering of the notes is subject to market conditions and the satisfaction of closing requirements, including the approval of the Toronto Stock Exchange. There can be no assurance as to whether or when the offering will be completed, if at all, or as to the actual size or terms of the offering. About Galaxy Digital Inc. Galaxy Digital is a global leader in digital assets and data centre infrastructure, delivering solutions that accelerate progress in finance and artificial intelligence. Its digital asset platform offers institutional access to trading, advisory, asset management, staking, self-custody and tokenization technology. In addition, Galaxy Digital develops and operates cutting-edge data centre infrastructure to power artificial intelligence and high performance computing workloads. Its 800-megawwatt Helios campus in Texas, which has an additional 2.7 gigawatts of power under study, positions Galaxy among the largest and fastest-growing data centre developments in North America. The company is headquartered in New York, with offices across North America, Europe, the Middle East and Asia. We seek Safe Harbor.