Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"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
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Galaxy Digital Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
36317J209 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 36317J209 |
| 1 | Names of Reporting Persons
Michael E. Novogratz | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
192,161,415.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
49.937 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of (a) 46,312 shares of Class A common stock, $0.001 per share (the "Class A Common Stock"), held directly by Michael E. Novogratz and (b) 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 limited partnership units ("LP Units") of Galaxy Digital Holdings LP ("GDH LP") and 192,115,103 shares of Class B common stock, par value $0.0000000001 per share ("Class B Common Stock"), of Galaxy Digital Inc. (the "Issuer"), each held of record by Galaxy Group Investments LLC ("GGI"), a Delaware limited liability company controlled by Michael E. Novogratz. Subject to the terms of the Seventh Amended and Restated Limited Partnership Agreement of GDH LP (the "Amended LP Agreement"), the LP Units are redeemable or exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock will be cancelled on a one-for-one basis if a holder redeems or exchanges LP Units pursuant to the terms of the Amended LP Agreement. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and shares of Class A Common Stock issuable upon the conversion of LP Units, as described above, each beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 192,695,681 shares of Class A Common Stock outstanding as of December 31, 2025, as reported by the Issuer to the Reporting Person and (ii) 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 LP Units and the corresponding cancellation of 192,115,103 shares of Class B Common Stock, beneficially owned by the Reporting Person as described above.
SCHEDULE 13G
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| CUSIP No. | 36317J209 |
| 1 | Names of Reporting Persons
Galaxy Group Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
192,115,103.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
49.925 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 LP Units of GDH LP and 192,115,103 shares of Class B Common Stock of the Issuer, each held of record by GGI, a Delaware limited liability company controlled by Michael E. Novogratz. Subject to the terms of the Amended LP Agreement, the LP Units are redeemable or exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock will be cancelled on a one-for-one basis if a holder redeems or exchanges LP Units pursuant to the terms of the Amended LP Agreement. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock issuable upon the conversion of LP Units, as described above, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 192,695,681 shares of Class A Common Stock outstanding as of December 31, 2025, as reported by the Issuer to the Reporting Person and (ii) 192,115,103 shares of Class A Common Stock issuable upon the conversion of 192,115,103 LP Units and the corresponding cancellation of 192,115,103 shares of Class B Common Stock, beneficially owned by GGI as described above.
SCHEDULE 13G
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| CUSIP No. | 36317J209 |
| 1 | Names of Reporting Persons
Novofam Macro LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Galaxy Digital Inc. | |
| (b) | Address of issuer's principal executive offices:
300 Vesey Street, 13th Floor, New York, NY 10282 | |
| Item 2. | ||
| (a) | Name of person filing:
Michael E. Novogratz | |
| (b) | Address or principal business office or, if none, residence:
C/O GALAXY GROUP INVESTMENTS LLC 107 GRAND ST NEW YORK, NY 10013 | |
| (c) | Citizenship:
US | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
36317J209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
192,161,415 | |
| (b) | Percent of class:
49.937% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
192,161,415 | ||
| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
192,161,415 | ||
| (iv) Shared power to dispose or to direct the disposition of:
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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