Galaxy Digital Targets Nasdaq Listing Following Shareholder Vote

• Galaxy Digital aims to list on Nasdaq pending shareholder and regulatory approval.
• Shareholders will vote on U.S. reorganization plan at a special meeting on May 9.
• Nasdaq listing depends on both shareholder approval and final Nasdaq confirmation.

Galaxy Digital Holdings Ltd. has announced plans to list on the Nasdaq Global Select Market on May 16, 2025, pending shareholder approval and regulatory clearance. The digital asset and investment firm trades on the Toronto Stock Exchange under the ticker GLXY.

It is seeking to restructure its corporate registration through a process referred to as the “Reorganization.” The outcome of a special meeting of shareholders on May 9 will determine whether Galaxy proceeds with its U.S. listing under the newly formed Delaware-incorporated entity, Galaxy Digital Inc.

The Reorganization involves transitioning Galaxy Digital’s corporate jurisdiction from the Cayman Islands to the United States, with Galaxy Digital Inc. becoming the successor public company. If shareholders approve, the new entity’s Class A common stock is expected to commence trading on Nasdaq under the same GLXY ticker symbol.

As part of the transition, Galaxy’s shares on the Toronto Stock Exchange will remain listed and continue trading uninterrupted under a new CUSIP number: 36317J209. The company’s over-the-counter shares, currently trading under BRPHF, will be converted into Nasdaq-listed GLXY shares using the same CUSIP. Both TSX and Nasdaq listings will coexist temporarily.

Meeting Materials Distributed Ahead of Vote

The company mailed a management information circular and related documentation to shareholders on April 17, 2025. These materials, distributed under both Cayman Islands and Canadian securities laws, provide background on the Reorganization and outline the reasons for the board’s unanimous recommendation in favor of the proposal.

Only shareholders of record as of the close of business on April 7 are eligible to vote at the May 9 meeting. Broadridge Financial Solutions Inc. is managing the delivery of voting instruction forms to non-objecting beneficial owners (NOBOs). TMX Investor Solutions Inc. has been engaged to assist shareholders with proxy voting questions or support.

Regulatory Approvals and Disclosure Requirements

Galaxy Digital filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) to meet U.S. securities requirements. The statement includes a prospectus and additional disclosures regarding the share issuance under the Reorganization. The SEC declared the registration effective on April 7, 2025.

Additionally, the documentation will be available for public review through the SEC’s website and on SEDAR+, Canada’s electronic document filing system. Galaxy’s investor relations website also hosts the final versions of all relevant documents.

The proposed listing remains contingent on two primary conditions: shareholders’ approval of the Reorganization at the special meeting and formal listing approval from Nasdaq. If neither condition is met, the listing will not proceed as planned.

Potential Risks Highlighted in Filing

The company has warned that some factors could affect the execution of the Reorganization and the Nasdaq listing. These include the risk of failure to obtain shareholder approval, inability to satisfy Nasdaq’s listing requirements, and delays due to changes in applicable regulations. Other risks outlined include business disruption, financial costs, and market or regulatory shifts impacting the digital asset and artificial intelligence sectors in which the company operates.

Galaxy clarified that the announcement does not constitute a solicitation of proxies or an offer to sell securities. The listing is subject to compliance with all applicable securities regulations in both Canada and the United States. No regulatory body has yet approved the merits of the proposed transaction.