Galaxy Digital Subsidiary Plans $3.5 Billion Senior Secured Notes Offering for Texas Data Center Expansion

Scope of the Proposed Note Offering and Capital Raising Initiative

Galaxy Helios Data Centers II LLC, an indirect wholly owned subsidiary of Galaxy Digital Inc., formally announced its intention to offer $3.507 billion in aggregate principal amount of senior secured notes maturing in 2031. The disclosure states that the offering is structured as a private placement targeting persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and non-U.S. investors operating outside the United States under Regulation S. The company emphasized that completion of the offering cannot be assured and remains subject to market conditions and other factors beyond its control.

The announcement represents a significant capital raise for Galaxy Digital's infrastructure expansion strategy. The offering documents indicate that the notes will be senior secured obligations, meaning holders would have priority claims over other creditors in the capital structure. No specific interest rate, pricing terms, or final maturity date beyond the 2031 target were disclosed in the announcement, and the company noted that no assurances could be provided regarding final terms should the offering proceed.

Texas Data Center Project Development and Construction Plans

The net proceeds from the proposed notes offering are earmarked for financing a substantial portion of the development and construction of two data center buildings on an approximately 260-acre property located in Dickens County, Texas. The Project is designed to include eight data halls with a combined total of 400 megawatts of utility capacity and 260 megawatts of critical IT capacity. The company also intends to allocate proceeds to fund debt service reserves, which would provide liquidity for future interest and principal payments on the notes themselves.

The scale of this undertaking positions Galaxy Digital to expand its data center footprint significantly in a region increasingly important for technology infrastructure development. The distinction between utility capacity (400 MW) and critical IT capacity (260 MW) reflects the physical infrastructure available for customer deployment. This dual-measurement approach is standard in the data center industry, as not all available power can be continuously delivered to customer equipment due to cooling, distribution, and resilience requirements. The Texas location aligns with broader industry trends toward deploying data centers in areas with favorable power availability and cost structures.

Use of Proceeds and Financial Structuring Strategy

The disclosure outlines a two-part allocation strategy for net proceeds from the offering. The primary use would be to finance a portion of the development and construction costs associated with the two-building Texas data center project. By securing debt financing at this stage of development, Galaxy Digital positions itself to fund ongoing capital requirements while maintaining flexibility in its overall financing structure. The secondary allocation to debt service reserves demonstrates prudent financial management, ensuring the issuer maintains adequate liquidity to meet interest obligations on the notes regardless of operational circumstances.

This capital structure approach is typical for infrastructure projects with long-term operational profiles. The company emphasizes in its forward-looking statements that it cannot provide assurances regarding its ability to effectively deploy the net proceeds as described. Market conditions, construction timelines, and operational performance could all influence how proceeds are ultimately deployed. The illustrative financial information referenced in the disclosure and attached as an exhibit would contain more detailed pro forma projections, though the company explicitly states such information is for illustrative purposes in connection with the offering.

Galaxy Digital's Infrastructure and Digital Assets Business Segment

Galaxy Digital Inc. operates across multiple business segments serving the digital asset and blockchain infrastructure sectors. The company's infrastructure initiatives, exemplified by this data center expansion, represent a critical component of its strategy to capture growing demand for computational capacity supporting cryptocurrency mining, validation services, and related digital asset infrastructure. Data centers are essential operational assets in these markets, requiring substantial capital investment and technical expertise to operate reliably at scale.

The Dickens County, Texas facility builds upon Galaxy Digital's existing infrastructure portfolio. By developing substantial utility and critical IT capacity in this location, the company aims to position itself as a major service provider for customers requiring high-capacity, low-cost computational infrastructure. The project's scale—260 MW of critical IT capacity—would rank it among meaningful infrastructure assets in the blockchain and digital asset sectors. This expansion strategy reflects management's assessment that demand for such capacity will support utilization and economics that justify the capital deployment.

Offering Structure and Investor Qualification Requirements

The proposed offering is structured exclusively for sophisticated investors through private placement channels. By relying on Rule 144A under the Securities Act, Galaxy Helios Data Centers II LLC can offer the notes to qualified institutional buyers without requiring full public registration with the Securities and Exchange Commission. This approach typically allows issuers greater flexibility in pricing and terms while limiting the investor base to institutions meeting specific financial thresholds. Concurrent Regulation S offerings to non-U.S. persons follow similar principles but apply to offshore markets.

The private placement structure carries implications for secondary market liquidity and trading dynamics. Notes issued under Rule 144A may trade in secondary markets restricted to qualified institutional buyers, potentially creating a smaller but more specialized investor base than would be available in a public offering. The company did not disclose the specific coupon rate, pricing guidance, or detailed terms in the announcement, indicating that these details would be determined through the marketing and pricing process with investors and lead arrangers as market conditions evolved.

Forward-Looking Statements and Risk Considerations

The disclosure contains extensive forward-looking statements regarding the anticipated terms of the notes, completion and timing of the proposed offering, size of the offering, and intended use of proceeds. Galaxy Digital notes that such statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The company explicitly identifies numerous risks and uncertainties, including market conditions, interest rates, satisfaction of closing conditions, and risks described in periodic reports filed with the Securities and Exchange Commission. These risk factors could cause actual results to differ materially from those implied by forward-looking statements.

The company emphasizes that there can be no assurance the offering will be completed on the terms described or at all. Market interest rate fluctuations, changes in investor demand, credit market disruptions, or alterations in Galaxy Digital's creditworthiness could all influence whether and how the offering proceeds. Additionally, the company cannot provide assurances regarding its ability to effectively apply net proceeds as described or to successfully complete the data center project within projected timelines and budgets. These cautions reflect standard industry practice for infrastructure financing announcements but underscore material uncertainties investors should consider.

Relationship Between Galaxy Digital and the Issuer Entity

Galaxy Helios Data Centers II LLC operates as an indirect wholly owned subsidiary of Galaxy Digital Inc., meaning all equity ownership traces back to the parent company through intervening holding entities. This subsidiary structure is common in infrastructure financing, as it allows the operating project to maintain distinct financial accounts and debt obligations while maintaining clear ownership linkage to the parent. The subsidiary status does not create separate credit analysis requirements for most investors, as Galaxy Digital's credit profile and operational performance directly support the subsidiary's ability to service the notes.

The announcement originated from Galaxy Digital Inc., with the company's Chief Financial Officer, Anthony Paquette, signing the disclosure document. This authorization underscores that the parent company is directly involved in communicating the subsidiary's financing plans to the market. However, the disclosure emphasizes that Galaxy Helios Data Centers II LLC is the actual issuer of the notes, not Galaxy Digital Inc. itself. This distinction is legally important, as it means the notes would be direct obligations of the subsidiary, though the subsidiary's performance would be intrinsically tied to its owner, Galaxy Digital, and the broader economic conditions affecting the digital asset infrastructure sector.

Market Context and Industry Implications for Data Center Infrastructure

The proposed $3.507 billion financing reflects significant market confidence in demand for data center infrastructure supporting digital asset operations. The scale of this capital raise indicates that institutional investors view such projects as viable investment opportunities capable of supporting substantial debt obligations. The timing and size of Galaxy Digital's offering may also reflect broader market conditions affecting technology infrastructure financing and the digital asset sector's expansion trajectory during the current period.

Data center infrastructure has become increasingly central to blockchain and cryptocurrency ecosystem operations. Computing capacity requirements for proof-of-work mining, layer-one and layer-two network validation, and related digital asset services continue to grow. Projects like Galaxy Digital's Texas facility represent efforts to secure competitive advantages through ownership of low-cost, high-capacity infrastructure serving these markets. The company's ability to attract $3.507 billion in financing underscores investor recognition of infrastructure as a meaningful long-term asset class within the digital asset economy.

Illustrative Financial Information and Supporting Documentation

The announcement references illustrative financial information concerning the Project, disclosed by the Issuer in connection with the offering and attached as Exhibit 99.1 to the disclosure. This supporting documentation would contain projections and financial models related to the data center facility, including estimated utility consumption, projected critical IT capacity utilization, anticipated operating expenses, and revenue scenarios. The company explicitly states that such information is illustrative and presented for purposes of the offering, not as definitive financial guidance or predictions.

The illustrative financial information is not deemed "filed" under Section 18 of the Securities Exchange Act of 1934, and the company has not incorporated it by reference into other filings except where expressly stated. This distinction limits potential legal liability associated with the forward-looking financial projections contained therein. Investors reviewing the offering materials would need to independently evaluate the reasonableness of underlying assumptions, project economics, and management's ability to execute construction and operational plans within projected parameters. The company emphasizes that the disclosure is neither an offer to sell nor a solicitation to buy securities, consistent with standard pre-marketing communications in Rule 144A offerings.

Regulatory Filing Details and Disclosure Obligations

The announcement was filed as a Current Report on Form 8-K with the Securities and Exchange Commission on July 22, 2026, the same date as the formal announcement of the offering intention. Galaxy Digital's Class A Common Stock, trading under ticker symbol GLXY, is registered on The Nasdaq Stock Market LLC. The company's principal executive offices are located at 300 Vesey Street in New York, New York. The company is incorporated in Delaware and maintains IRS Employer Identification Number 87-0836313.

Galaxy Digital is not an emerging growth company as defined in applicable Securities Act and Securities Exchange Act rules, meaning the company is subject to full Sarbanes-Oxley and other compliance requirements applicable to large accelerated filers. The disclosure does not indicate whether Galaxy Digital has elected to use extended transition periods for new accounting standards, though such elections would be reported separately in periodic filings. The announcement represents the company's first material disclosure regarding this specific financing initiative, though Galaxy Digital's strategy of building data center infrastructure may have been discussed in prior earnings calls or investor presentations.