GLXYGalaxy Digital

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("DISE"). The amendments require public business entities to disclose, in a tabular format in the notes to the financial statements, specified natural expense categories included in each relevant expense caption within continuing operations. These categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization and, where applicable, depletion. The amendments also require certain existing GAAP disclosures to be included in the same tables, qualitative descriptions of amounts remaining in relevant expense captions that are not separately disaggregated, and disclosure of total selling expenses in annual and interim periods and the definition of selling expenses in annual periods. The amendments affect disclosure requirements and do not change the recognition or measurement of expenses.

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In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of the DISE requirements. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Accordingly, the requirements are effective for the Company for the year ending December 31, 2027, and interim periods beginning in 2028. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively to any or all prior periods presented. The Company is currently evaluating the impact of the amendments on its financial statement disclosures.

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In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments remove development-stage references and require capitalization of eligible internal-use software costs when management has authorized and committed to funding the project and it is probable that the project will be completed and the software will be used to perform its intended function. The amendments also require consideration of significant development uncertainty in assessing whether the capitalization criteria have been met. The guidance is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The Company early adopted the guidance effective January 1, 2026. Adoption did not have a material impact on the Company’s consolidated financial statements.

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The Company's investments in U.S. Treasuries are classified as available-for-sale ("AFS") and are included in Cash and cash equivalents, Investments, current and Investments, non-current in the Company's condensed consolidated interim statements of financial position. These securities were purchased with proceeds from the issuance of the 9.875 % Senior Secured Notes due 2031 (the “2031 Secured Notes”), which are described in Note 16. The following table summarizes the Company's AFS debt securities as of September 30, 2026:

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The following table summarizes the amortized cost and fair value of the Company's AFS debt securities by contractual maturity as of September 30, 2026:

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As of September 30, 2026, substantially all of the Company’s AFS debt securities, which had a total fair value of $ 3,122 million, were in an unrealized loss position, all of which had been in a continuous unrealized loss position for less than 12 months. The unrealized losses are attributable to changes in interest rates. The Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell them, before recovery of their amortized cost basis. As the securities are direct obligations of the U.S. government, the Company does not expect any credit losses, and no allowance for credit losses has been recorded. There were no realized gains or losses on AFS debt securities for the three and nine months ended September 30, 2026. The Company did not hold any AFS debt securities as of December 31, 2025.

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payments for these indemnifications is remote. As of September 30, 2026 and December 31, 2025, there was no liability accrued under these arrangements.

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In connection with the Credit Agreement, GDH LP provided a completion guarantee in favor of the collateral agent, for the benefit of the secured parties, with respect to the construction of the data center project financed by the Credit Agreement. As the guarantee is provided by GDH LP on behalf of a consolidated subsidiary, no separate liability has been recognized in the Company’s condensed consolidated interim financial statements.

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The Company is required to use the proceeds from the 2031 Secured Notes to finance a portion of the development and construction of two buildings containing eight data halls, with a combined 400 megawatts (“MW”) of utility capacity and 260 MW of critical IT capacity on a property in Dickens County, Texas and to fund debt service reserves. In connection with the issuance of the 2031 Secured Notes, GDH LP provided a completion guarantee with respect to the construction of the data center buildings financed by the 2031 Secured Notes. The guarantee addresses construction completion risk, is not limited in amount and does not guarantee repayment of the 2031 Secured Notes. As the guarantee is provided by GDH LP on behalf of a consolidated subsidiary, no separate liability has been recognized in the Company's condensed consolidated interim financial statements.

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On February 6, 2026, the Company’s board of directors authorized a program to repurchase up to $ 200 million of its Class A common stock (the “Initial Share Repurchase Program”). During the three and nine months ended September 30, 2026, the Company repurchased 3,721,820 and 6,927,051 shares of Class A common stock, respectively, in open-market transactions for an aggregate purchase price of $ 79.3 million and $ 144.4 million, respectively, excluding broker commissions and other costs of execution. These amounts exclude shares withheld in connection with employee equity award settlements. See Note 24 for the subsequent share repurchase program approved in October 2026.

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We have expanded our data center development pipeline in Texas. At our Helios campus, we have submitted a 1 GW load request, which remains subject to ERCOT’s interconnection process and approval, and have identified the potential for an additional 1 GW of expansion. We also acquired two additional sites, Caspian and Selene, with potential power capacity of approximately 700 MW and 900 MW, respectively, subject to ERCOT’s interconnection process. In addition, we entered into a development agreement with the city of McGregor, Texas, to acquire approximately 500 acres in the McGregor Industrial Park for the development of our Merlin campus, for which we have secured an agreement for approximately 74 MW of capacity in the initial phase, with the potential to expand to approximately 500 MW as the utility upgrades transmission infrastructure. Including the potential expansion at Helios and these sites, our total potential power pipeline exceeds 5.7 GW.

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Investment banking fees were $2.1 million and $6.2 million for the three and nine months ended September 30, 2026, respectively, compared to $85.2 million and $90.0 million in the corresponding periods in 2025, attributed to the Forward Industries, Inc. transaction completed in the third quarter of 2025. Lower investment banking fees contributed to the year-over-year decreases in fee revenue.

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decrease of $0.6 million and $14.1 million, or 4% and 24%, respectively. Legal and compliance fees were lower in both current year periods, which were offset by increases in professional fees associated with Data Centers operations.

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Income tax expense was $21.5 million for the three months ended September 30, 2026, compared to $40.1 million for the three months ended September 30, 2025, a decrease of $18.6 million. For the nine months ended September 30, 2026, we recognized an income tax benefit of $39.6 million, compared to an expense of $45.5 million for the nine months ended September 30, 2025, an $85.1 million change. The year-to-date benefit included certain investment tax credits related to the Data Centers segment recognized in the second quarter of 2026.

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On July 28, 2026, Galaxy Helios Data Centers II LLC (“Galaxy Helios II”), an indirect wholly owned subsidiary of GDH LP, issued $3.5 billion aggregate principal amount of 9.875% Senior Secured Notes due 2031 (the “2031 Secured Notes”) in a private offering. The 2031 Secured Notes were issued at a price equal to 99.500% of their principal amount, resulting in an aggregate discount of $17.5 million. On initial recognition of the 2031 Secured Notes, debt issuance costs of $34.0 million were recognized as a reduction of Notes payable, and are being expensed over the term of the debt. The unamortized debt issuance cost as of September 30, 2026 was $32.8 million. Galaxy is required to use the proceeds from the issuance of the 2031 Secured Notes to finance a portion of the development and construction of two data center buildings at the Helios campus, and to fund debt service reserves. Total notes payable, including current and noncurrent portions and net of unamortized discounts and issuance costs, was $6.7 billion at September 30, 2026, compared to $2.9 billion at December 31, 2025. This project financing and related cash and Treasury holdings should be considered together with construction commitments, debt-service requirements and limitations on distributions from project subsidiaries when assessing liquidity available for general corporate purposes.

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Our contractual commitments and obligations, including unfunded investment commitments and the project completion guarantees provided by GDH LP in connection with the Credit Agreement and the issuance of the 2031 Secured Notes, are described in Notes 8, 15 and 16 to the condensed consolidated interim financial statements. See also “Contractual Obligations and Commitments” below.

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(4) The notes payable amounts represent contractual principal and exclude unamortized discounts and debt issuance costs. Scheduled amortization of the 2031 Secured Notes is based on the anticipated rent commencement date under the related data center lease and may change if that date changes.

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The table above excludes our liability under the tax receivable agreement of $154.8 million as of September 30, 2026, of which $83.8 million is payable to related parties, which is included in Other non-current liabilities. The amount and timing of payments under the tax receivable agreement are dependent on future events, including the timing of exchanges of LP Units and Class B common stock and our generation of sufficient taxable income. See Note 19 to the condensed consolidated interim financial statements.

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Lessor Accounting for Data Center Leases. During 2026, we commenced recognizing revenue under our long-term data center lease agreements at the Helios campus, which are classified as operating leases. Determining the lease commencement date, the lease term (including the evaluation of renewal and termination options), lease classification, and the allocation of consideration between lease and non-lease components requires significant judgment. Fixed lease payments, including amounts received in advance, are recognized on a straight-line basis over the lease term. Changes in

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Capitalized Interest. We capitalize interest cost on qualifying assets under construction at the Helios campus. Determining qualifying expenditures, the capitalization period (including when construction is substantially complete) and the capitalization rate requires judgment. We capitalized $20.7 million and $62.8 million of interest cost for the three and nine months ended September 30, 2026, respectively.

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Market risk

Our exposure to changes in interest rates relates primarily to our investments in U.S. Treasuries and cash equivalents, and to our variable-rate borrowings. As of September 30, 2026, we held $3.1 billion of U.S. Treasuries, which are measured at fair value, with changes in fair value recognized in other comprehensive income. Due to their short duration, management's estimate of the effect of a hypothetical +/- 100 basis point change in interest rates on the fair value of our U.S. Treasuries, with all other variables held constant, was approximately +/- $16 million as of September 30, 2026. Changes in interest rates would also affect the interest income we earn on these holdings and on our cash and cash equivalents.

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Borrowings under the Credit Agreement bear interest at SOFR plus an applicable margin of 4.75%, subject to a floor of 2.5%, and $1.3 billion was outstanding as of September 30, 2026. We utilize interest rate caps to mitigate our exposure to increases in SOFR. A hypothetical 100 basis point increase in SOFR would have a negligible impact on our annual interest cost on the Credit Agreement, net of the effect of interest rate caps. Our Exchangeable Notes and 2031 Secured Notes bear interest at fixed rates, and changes in interest rates therefore do not affect the interest expense on those instruments.

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As of September 30, 2026, the total amount of digital assets and collateral held on digital asset trading platforms was $1.8 billion, of which $452.9 million was held at Binance, and $186.8 million was held at Protocol Pool. No other individual venue held more than 10% of such assets. Amounts held with third-party trading platforms, custodians, counterparties and decentralized finance protocols represent point-in-time balances. These amounts may fluctuate materially from day to day as a result of trading activity, settlements, collateral and margin movements, borrowings and repayments, asset transfers, and changes in the market value of digital assets.

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Risk Factors

On August 18, 2026, the SEC proposed Regulation Crypto Assets, which if adopted would create tailored exemptions from the Securities Act’s Section 5 registration requirements for certain covered investment contracts and a conditional safe harbor from the term “investment contract” in the Securities Act and Exchange Act definitions of “security.” The proposed safe harbor would apply only if its conditions were satisfied, and the SEC could challenge whether an issuer has satisfied those conditions. It remains to be seen if the proposal will be finalized and in what form, and there is, therefore, regulatory risk and uncertainty as to how any such final rulemaking may impact the digital asset markets and our business.

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We operate in relatively new industries that are not widely understood and requires highly skilled and technical personnel. We believe that our future success is highly dependent on the talents and contributions of our senior

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acquisitions. Moreover, the anticipated benefits of any acquisition or investment might not be realized, the acquisition or investment might not perform in accordance with expectations, and we might be exposed to unknown liabilities or risks.

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and open-source contributors are unable or unwilling to address the issues adequately or in a timely manner, such digital asset networks, and any corresponding digital assets held may be adversely affected.

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our hot or cold wallets may be compromised and our technical infrastructure may be affected, all of which could adversely impact the success of our business, financial condition and results of operations.

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In some cases, smart contracts can be controlled by one or more “admin keys” or users with special privileges, or “super users.” These users have the ability to unilaterally make changes to the smart contract, enable or disable features on

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protocol or liquidity pool can trigger a cascading effect across multiple platforms, causing widespread selling activity and further exacerbating volatility.

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discontinue or reduce their use of our and our third-party service providers’ products and services, and result in significant penalties and fines and additional restrictions, which could adversely impact our business, operating results, and financial condition.

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party service providers, including cloud vendors, could prove inadequate. If an actual or perceived breach of any of our digital asset accounts occurs, the market perception of our effectiveness could be harmed.

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that result in the loss of personal information. Over a third of other U.S. states have enacted, and many others are also in the process of enacting or considering, comprehensive state-level data privacy and security laws.

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and requires appropriate transfer mechanisms and, in some cases, transfer impact assessments and supplementary measures.

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• the performance and financial condition of our major customers, including their ability to meet their contractual obligations;

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Furthermore, GDH LP issued $500 million aggregate principal amount of 3.00% Exchangeable Senior Notes due 2026 (the “2026 Exchangeable Notes”) on December 9, 2021, $402.5 million aggregate principal amount of 2.500%

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GLXY may also be subject to smart-contract, custody, cybersecurity, sanctions-screening, and chain-level risks (such as forks, network outages, or MEV) that do not apply to Traditional GLXY.

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On September 17, 2026, the SEC issued an order providing temporary conditional exemptions, from the definition of an “exchange” under the Exchange Act, for certain onchain trading venues for tokenized NMS stocks (each venue a “tokenized securities venue” or “TSV”) and, from the definition of a “dealer” under the Exchange Act, for certain liquidity providers. The SEC order is referred to as the “Innovation Exemption.” The Innovation Exemption does not otherwise exempt participants or their other activities from applicable securities-law requirements, does not provide relief to the person that tokenizes a stock, does not address transfer agent or clearing agency status, and does not extend to trading outside TSVs. It expires on September 17, 2031 unless extended, and the SEC may modify it at any time. We have received notice from Formation Securities LLC (“Formation”) that it intends to operate as a TSV under the Innovation Exemption and make Tokenized GLXY available on the Formation TSV. Any trading of Tokenized GLXY relying on this relief depends on the TSV’s ability to satisfy the conditions of the Innovation Exemption, including applicable symbol and trading-volume limitations, and trading could be interrupted or restricted, including through mandatory trading pauses, if those conditions are not satisfied or if Nasdaq halts or suspends trading in our Class A common stock. Because Tokenized GLXY is tokenized by us, the relief does not require TSVs, including the Formation TSV, to notify us or permit us to object before making Tokenized GLXY available for trading, and our ability to limit where Tokenized GLXY trades may depend on the restrictions maintained through our digital transfer agent’s Allowlist. In addition, the Innovation Exemption contemplates that third parties unaffiliated with us may separately tokenize our Class A common stock, which can then be made available for trading on a TSV unless we object in writing within 30 calendar days after we receive notice from that TSV. We would need to evaluate and respond to each notice separately, a failure to object within that period would permit trading to begin and could not later be withdrawn, and the TSV would publicly disclose our objection. Any such third-party tokens may compete with Tokenized GLXY or trade at prices that diverge from our Class A common stock. Such restrictions and developments could impair liquidity and price discovery for Tokenized GLXY and adversely affect the market for our Class A common stock.

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have a fixed expiration date, may be suspended or discontinued at any time and does not obligate us to acquire any amount of common stock. There is no assurance how many shares of Class A common stock we will repurchase, if any, or at what prices any purchases will be made.

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Share sales and buybacks

(1) Represents repurchases and/or remaining amounts under the Initial Share Repurchase Program, previously announced on February 6, 2026. As of October 15, 2026, the Initial Share Repurchase Program had been completed, with all $200 million of authorized capacity repurchased.

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