Galaxy Digital Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” or the negative of these terms or other similar expressions.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding and our ability to achieve and maintain future profitability;

•our limited operating history, lack of experience implementing our business plan and our ability to effectively manage our growth;

•anticipated trends, growth rates and challenges in our business and the industries and markets in which we operate;

•the highly volatile nature of cryptocurrencies;

•our ability to execute on our strategy to expand into the Artificial Intelligence and High Performance Computing (“AI/HPC”) data center business;

•our ability to obtain financing on acceptable terms or at all, including for the conversion of our existing bitcoin mining infrastructure to AI/HPC data center infrastructure;

•our failure to adhere to complex and evolving governmental laws and regulations;

•the continuing development and market acceptance of digital assets and distributed ledger technology;

•the new and rapidly evolving Artificial Intelligence (“AI”) industry, and related legislation and regulations;

•a determination that a digital asset that we interact with is a “security,” or that an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws;

•the price of digital assets globally and the volume of transactions;

•our dependence upon Michael Novogratz, our Chief Executive Officer (“CEO”) and founder (our “Founder”) and the fact that we are controlled by our Founder;

•our ability to develop, maintain and enhance our brand and reputation;

•increased expenses associated with being subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other U.S. regulations, and with being a listed company on the Nasdaq Global Select Market (“Nasdaq”);

•our failure to maintain and grow our customer base;

•our failure to continue to innovate and provide services that are useful to customers and achieve and maintain market acceptance;

•our and our third-party service providers’ ability to safeguard and manage our and our customers’ funds and digital assets;

•our reliance on technology provided by third parties which are out of our direct control;

•the impact of acquisitions of or investments in complementary companies, products, services or technologies and our ability to successfully integrate such companies or assets;

•the effects of increased competition in our markets and our failure to compete effectively;

•our revenue not growing at the rates it historically has, or at all;

•our failure to successfully execute on our growth initiatives, business strategies, or operating plans;

•additional risks of short sales, borrowings and lending of digital assets;

•the presentation of our financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and any future changes in U.S. GAAP or other accounting principles applicable to us;

•incorrect estimates or judgments relating to our critical accounting policies;

•our failure to comply with current and future federal and state privacy, security and data protection laws, regulations or standards;

•inadequate investment in or maintenance of our operating platform and other information technology and business systems;

•our activity being deemed dealing in security-based swaps and the possible regulatory and registration requirements of such dealing;

•our decentralized finance (“DeFi”) activities and the evolving risks and uncertainties related thereto;

•security breaches or incidents, loss or misuse of data, a failure in or breach of our operational or security systems or other disruptions;

•disruptions in our disaster recovery systems or management continuity planning;

•our ability to obtain, maintain, protect and enforce our intellectual property;

•volatility of our market price and trading volume of our Class A common stock;

•our evaluation of, and potential plans with respect to, Tokenized GLXY (as defined herein) and any impact thereof on our Class A common stock;

•applicable restrictions that could make it impractical for us to continue our business as contemplated if we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

•our dependence on distributions from GDH LP to pay our taxes and expenses, including payments under our amended and restated tax receivables agreement between GDI, Galaxy Digital Holdings Inc. (“GDH Delaware”), and certain parties thereto dated May 13, 2025 (the “Tax Receivables Agreement”) and to fund dividend payments, if any; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein, that we have filed with the Securities and Exchange Commission (the “SEC”) as exhibits, with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.