GLXY 10-K & 10-Q changes, risk factors and insider trading

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated interim financial statements and related notes. The risks and uncertainties described below aremay not be the only ones we face. Additional risks and uncertainties that we are unaware ofof, or that we deemcurrently immaterialbelieve are not material, may also become important factors that adversely affect our business. If any of the following risks occur, our business, operating results, financial condition, and future prospects could be materially and adversely affected. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories. The market price of our Class A common stock could decline, and you could lose part or all of your investment due to any of these risks. Some statements in this Quarterly Report on Form 10-Q, including statements in the following risk factors, constitute forward-looking statements. See the section titled “Special Note Regarding Forward-Looking Statements.”

From time to time, we may also launch new lines of business, offer new products and services within existing lines of business (such as our expansion into liquid staking) or undertake other strategic projects. For example, we arerecently currently in the process of convertingconverted the infrastructure at our Helios mining campus to AI/HPC data center infrastructure and operations. While we have experience in providing computing power, we have no prior experience in developing, retrofitting and offering AI/HPC data centers, and there can be no assurance that these or any other modifications to our business model and strategy will be successful or will not result in harm to our business. See “—Risks Related to Our Business LinesOperations—Our strategy to expand into the AI/HPC data center business mayhas not be successfulresulted and may continue to result in adverse consequences to our business, financial condition and results of operationsoperations, including impairment charges recognized in connection with the conversion of our Helios mining infrastructure and negative Adjusted EBITDA in recent periods” for more information on the risks relating to our transition to the AI/HPC business.

OurSome of our leading sources of revenue are dependent on digital assets and the broader cryptoeconomy. Our operating results have and will continue to significantly fluctuate quarter-to-quarter due to a variety of factors. Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

•general economic conditions in either domestic or international markets, including the impact of pandemics,pandemics and/or global conflict, global economic slowdowns, domestic and foreign regulatory uncertainty, changes in trade policies, including the imposition of tariffs, trade controls and other trade barriers, actual or perceived global banking and finance related issues, increased risk of inflation, potential uncertainty with respect to the federal debt ceiling and budget and potential or actual government shutdowns,shutdowns related thereto, interest rate volatility, and potential global recession.

Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. We have significant investments in digital assets. As of MarchJune 31,30, 2026, we held digital intangible assets of $2.8$2.5 billion, digital financial assets of $921.0$1,055.7 million, and bitcoin and ether spot ETF investments of $471.2$441.2 million. Our operating results will be impacted by the revenues and profits we generate from the purchase, sale, and trading of digital assets and financial contracts linked to digital assets. The price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject to significant volatility. For instance, after reaching then-record highs in December 2021, the value of the total crypto market cap declined by approximately 64% in the twelve months ended December 31, 2022. The collapse of several companies in the digital asset industry such as Celsius, Voyager and FTX impacted digital assets prices in 2022 and the majority of 2023. Despite reaching an all-time high during 2025, digital asset prices ended the year with a lower fair value than 2024. This volatility and price movement contributed to our financial performance for 2025. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including:

A determination that a digital asset is a “security” in which we transact or facilitate transactions in,in is a “security,” or that a product or service we provide or an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally, or have adverse regulatory consequences for us, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock.

The conversion of our Helios campus or any future campus to AI/HPC data center development and operations has been, and will continue to be, capital-intensive projects. Furthermore, continued development in other areas of our business and into our other product lines may require additional financing. Delays in development, cost overruns, inflation, commodity price volatility, supply chain disruptions or other unforeseen circumstances could also increase our capital requirements beyond our current expectations. The failure to raise or procure such additional funds when needed or the failure to achieve or maintain positive cash flow could result in the delay or indefinite postponement of our AI/HPC data center development or our other business objectives. We may require outside financing to fund our operations in certain periods until positive cash flow is achieved. There can be no assurance that additional capital or other types of financing will be available if needed or on terms acceptable to us. If additional funds are raised by offering equity securities or equity-linked securities, existing shareholdersstockholders could suffer significant dilution.

Our strategy to expand into the AI/HPC data center business mayhas not be successfulresulted and may continue to result in adverse consequences to our business, financial condition and results of operations.operations, including impairment charges recognized in connection with the conversion of our Helios mining infrastructure and negative Adjusted EBITDA in recent periods.

We do not have experience in developing and offering AI/HPC data center infrastructure. We may experience difficulties and/or construction delays related to the infrastructure development and modification of AI/HPC campuses, including the Helios campus, due to factors beyond our control. For example, there may be difficulties related to, or construction delays caused by: integrating new equipment into our existing infrastructure; constraints on our ability to connect to or procure the expected electricity supply capacity at the campus, including delays in utility interconnection, transformer production, substation equipment availability or required utility upgrades; supply chain or construction disruption (including as a result of labor shortages, wage inflation, labor disputes, strikes or work stoppages, severe weather, tariffs or otherwise); failure of contractors or subcontractors to perform on a timely basis or at all, or other misconduct on the part of contractors or subcontractors; defects in design, construction or installed equipment; inability to procure the necessary equipment, including specialized and long-lead items such as generators, transformers, switchgear, cooling systems, substations and related electrical infrastructure, on commercially acceptable terms or at all; diversion of management resources; insufficient funding or other resource constraints; or actual costs for development exceeding our planned budget. Further, GDH LP has provided a completion guarantee of the construction of two of our data center buildings on the Helios campus, however, there can be no assurance that there will be sufficient funds to meet its obligations under such guarantee if we are unable to complete construction of the data centers within our current anticipated cost estimates.

Our focus on developing the Helios campus and any other future campuses to offer AI/HPC data center infrastructure may also disrupt our business by diverting our resources and requiring significant management attention that would otherwise be available for utilization within, and development of, our existing businesses. We have also experienced financial impacts, including impairment charges recognized in connection with the conversion of our Helios mining infrastructure and negative Adjusted EBITDA in recent periods.

Any problems accessing electricity sources orsources, increased costs to procure power or delays in or failure to obtain power approvals may result in adverse consequences to our business, financial condition and results of operations.

Our AI/HPC data center operations are expected to consume significant amounts of electricity and are dependent on our ability to maintain reliable and economical sources of power. Our inability to secure sufficient power or any power outages, shortages, supply chain issues, capacity constraints, delays or other obstacles in approvals or significant increases in the cost of securing power could have an adverse effect on our business, operating results, financial condition, and future prospects. Specifically, our Helios campus could be, from time to time, affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyberattacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids more generally, and planned power outages by public utilities, could harm customers of our Data Center operating business segment, as well as our business, operating results, financial condition, and future prospects.

We currently stake certain digital assets and operate validator nodes on blockchain networks through our blockchain infrastructure operations. Some PoS networks require the digital assets to be transferred on the underlying blockchain networks into smart contracts which are not under our or, in certain circumstances, anyone’s control, or to a validator node directly, to participate in staking. Other PoS networks enable users to delegate certain rights or powers associated with the relevant digital assets to a validator node, while custody of the digital asset itself remains entirely with the user. If our validator nodes or relevant smart contracts fail to behave as expected, suffer cybersecurity attacks, experience security issues, or encounter other problems, our or our clients’ digital assets may be irretrievably lost. In addition, most PoS blockchain networks dictate requirements for participation in the relevant staking activity, such as requiring a minimum amount of staked digital assets before being able to operate as a validator node. Many PoS blockchain networks or other validator nodes may impose penalties, often referred to as “slashing,” if the validator node operator acts maliciously on the network, “double signs” any transactions, or experiences extended downtimes. Slashing penalties can also apply due to prolonged inactivity on a blockchain network and inadvertent errors such as coding, computing or hardware issues, as well as more serious behavior such as intentional malfeasance. If Galaxy-operated validator nodes or any other validator nodes that we may use are subject to slashing in the future in accordance with the rules of an underlying blockchain network, our or our clients’ staked digital assets may be confiscated, withdrawn, or burnt by the network, resulting in permanent losses. Any loss of digital assets, penalties or slashing events could damage our brand and reputation, cause us to suffer financial losses, and adversely impact our business.

The industries and markets in which we compete are evolving and highly competitive, with multiple participants competing for the same customers. Our current and potential future competition comes from traditional financial services providers, financial technology companies, asset management firms, consumer financial service providers and technology platforms and providers of crypto-based services, as well as traditional data center operators expanding into HPC, existing AI/HPC data center operators, cloud infrastructure providers, and former crypto mining operators pivoting to meet the needs of AI workloads.

Some of our current and potential future competitors have longer operating histories and greater capital resources than we have and may offer a wider range of products and services. Some of our competitors, particularly new and emerging technology companies and those located outside the United States, are not subject to the same regulatory requirements or scrutiny we are subject to, which could allow them to innovate more quickly or take more risks, placing us at a competitive disadvantage. In addition, some of our competitors might also be able to respond more quickly to new or changing opportunities and demands and withstand changing market conditions better than we can, especially larger competitors that might benefit from more diversified product and customer bases.

Further, a number of digital asset trading platforms, including certain digital asset trading platforms with which we engage, do not obtain or perform comprehensive Services Organization Controls (“SOC”) 1 (assessing whether transactions are properly secured and segregated, and that the information provided to traders and investors is complete, accurate and timely) and SOC 2 (assessing the design and implementation of a platform’s security, availability, and confidentiality controls) evaluations of their systems on a regular basis, if at all. If digital asset trading platforms do not perform SOC evaluations, we may be unable to confirm that such platforms’ financial reporting is accurate or whether it has taken proper steps to secure its information technology infrastructure against internal and external threats, which could expose us to additional risks that may have been identified and remediated had such platforms obtained or performed SOC evaluation. Engaging with such digital asset trading platforms and decentralized finance protocols could materially impact our reputation and the actual or perceived security of our investments. As of MarchJune 31,30, 2026, we held approximately $2.5$2.3 billion in digital assets at digital asset trading platforms and decentralized finance protocols or custodians that do not have SOC reporting available. In addition, over the past several years, some digital asset trading platforms have been closed due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or made whole for the partial or complete losses of their account balances or were made whole in dollar terms that did not enable customers to benefit from the market value growth of the original digital asset balances. For example, in November 2022, FTX—which was at the time one of the world’s largest and most popular digital asset trading platforms—became insolvent, and it was revealed that the platform had been misusing customer assets. While smaller digital asset trading platforms are less likely to have the infrastructure and capitalization that make larger digital asset trading platforms more stable, larger digital asset trading platforms are more likely to be appealing targets for hackers and malware and may be more likely to be targets of regulatory enforcement action.

We are and may in the future be party to lawsuits and legal proceedings (see Note 15 Commitments and Contingencies to our condensed consolidated interim financial statements included elsewhere in thethis ordinaryQuarterly courseReport ofon business.Form 10-Q). These matters are often expensive and disruptive to normal business operations. Weoperations.We have faced, currently face, and may from time to time face allegations, lawsuits, regulatory inquiries, actions, requests, audits or investigations including with regards to contractual disputes with our business partners and other service providers, disputes with our clients and customers, disputes with our employees, agents or affiliates and data privacy, data security, or intellectual property infringement disputes. As an enterprise whose material business lines include financial services, we or our subsidiaries and affiliates, depend to a significant extent on our relationships with our clients and counterparties and our reputation for integrity and high-caliber professional services. As a result, if a client is not satisfied with our services, a counterparty has a dispute or if there are allegations of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to us, or if there is negative publicity and press speculation about us, whether or not valid, our reputation may be harmed and may be more damaging to our businesses than to businesses in other non-financial industries.

In addition, on March 27, 2025, Galaxy reached an agreement with the New York State Attorney General to resolve certain civil claims relating to certain investments, trading, and public statements made in connection with the LUNA digital asset from late 2020 to 2022. Under the terms of the settlement, Galaxy (i) accrued a legal provision of $112.6$113.8 million as of MarchJune 31,30, 2026 (the undiscounted amount of which is $120 million, payable on a pre-determined schedule over the course of four years) and (ii) has agreed to, among other things, compliance enhancements related to public statements about cryptocurrency and purchases and sales of cryptocurrency.

On August 15, 2025, Galaxy Helios I LLC (“Galaxy Helios I”),I, a wholly owned subsidiary of GDH LP, entered into a credit agreement (the “Credit Agreement”) and related transaction documents (together with the Credit Agreement,together, the “ProjectCredit FinancingAgreement Transaction Documents”) with Deutsche Bank AG. In addition, on July 28, 2026, Galaxy Data Centers, a wholly owned subsidiary of GDH LP, issued $3.507 billion aggregate principal amount of 9.875% senior secured notes due 2031 (the “Senior Secured Notes” and, together with the Credit Agreement Transaction Documents, the “Project Financing Documents”). Subject to customary exceptions, the Project Financing Documents contain certain limitations on the ability of Galaxy Helios I and Galaxy Data Centers to engage in certain activities, includingincluding, but not limited to, incurring indebtedness and liens, consummating certain asset sales, making certain investments, entering into affiliate transactions and undergoing fundamental changes. The ProjectCredit FinancingAgreement Transaction Documents also contain a financial maintenance covenant, requiring Galaxy Helios I to maintain a minimum debt service coverage ratio of 1.40 beginning with the first full quarter after Stabilization (as defined in the Credit Agreement) and a maximum loan-to-cost ratio of 80% on the closing date and each fiscal quarter thereafter until Stabilization. GDH LP is required to maintain tangible net worth of at least the Loan Amount tested on a quarterly basis and to maintain liquidity of at least 10% of the aggregate outstanding Loan Amount at all times (reduced to 5% upon satisfaction of certain conditions).

The Project Financing Documents contain customary events of default, including, without limitation, payment defaults, covenant defaults, breaches of certain representations and warranties, cross defaults to certain indebtedness, certain events of bankruptcy and insolvency, certain judgments, change of control, certain ERISA events, the termination of certain contracts, the misuse of funds and the invalidity of the loanCredit documents.Agreement Transaction Documents.

There are also volatility risks related to stablecoins, which are designed to have a relatively stable price relative to an underlying physical asset, most commonly a fiat currency, such as U.S. dollars, or an exchange-traded commodity. We regularly transact in and hold stablecoins; as of MarchJune 31,30, 2026, USDC and USDT were the only stablecoins that we held in material amounts. Although the GENIUS Act, signed into law in July 2025, established the first federal regulatory framework for payment stablecoins in the United States, implementing rules and supervisory expectations from the federal banking agencies, the U.S. Treasury and state regulators are still being developed, and significant uncertainty remains regarding how those requirements (including reserve composition, redemption, disclosure, anti-money laundering, and permissible-issuer requirements) will apply to issuers and to market participants like us that custody, transact in, settle in, or extend credit against stablecoins. Compliance with the GENIUS Act and related foreign regimes (including the EU Markets in Crypto-Assets Regulation and the U.K.’s forthcoming stablecoin rules) may require us, our counterparties, or stablecoin issuers to make changes to product features, supported assets, or operational processes, any of which could disrupt our use of stablecoins and adversely affect our business. Historically, a lack of applicable law and regulation afforded discretion to certain stablecoin issuers to determine the composition and amounts of assets backing those stablecoins, and certain non-U.S. issuers may continue to operate outside any comparable framework. There is a risk that an issuer may be unable to liquidate enough backing assets if it were to face mass redemptions of its stablecoin, which could cause the price of the stablecoin to deviate from the price of the underlying fiat currency or other asset with which the stablecoin is designed to align in price. If a stablecoin issuer were to fail to honor its redemption obligations, this could undermine public confidence in stablecoins and in digital assets more broadly, which could have a widespread impact on the cryptoeconomy, causing the prices of other stablecoins and digital assets to become more volatile. In addition, operational issues with stablecoins (for example, technical issues that prevent settlement) or regulatory concerns about stablecoin issuers or intermediaries, such as digital asset spot markets, that support stablecoins, could have a significant impact on the global crypto market and may adversely affect our business.

Additionally, in various contexts, the SEC and state securities regulators have alleged that programs where firms borrow digital assets in exchange for a promise to return those assets, plus a yield, were unlawfully unregistered securities offerings. We do not believe that our borrowing activities constitute the offer or sale of a security. Among other things, unlike in the circumstances where this has been alleged against others, our borrowing activities are not “yield” products widely offered as an investment vehicle to the general public. Instead, we borrow digital assets from institutional counterparties through individually negotiated transactions, and/or through one or more DeFi protocols. While we do not believe our borrowing activities constitute securities offerings, there is a risk that the SEC or state securities regulators could take a contrary view. In that case, our prior determination, even if reasonable under the circumstances, would not preclude legal or regulatory enforcement action, or lawsuits brought by our clients and counterparties, based on the presence of a security. See “—Risks Related to Our Operations—A determination that a digital asset in which we transact or facilitate transactions in is a “security,” or that a product or service we provide or an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally, or have adverse regulatory consequences for us, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock,” for more information.

While there is no U.S. federal law that requires registration or licensing for lending activities, some digital asset lending arrangements have been found to be securities. See “—Risks Related to Our Operations—A determination that a digital asset in which we transact or facilitate transactions in is a “security,” or that a product or service we provide or an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally,generally or have adverse regulatory consequences for us, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock.” If we were to originate consumer or commercial loans in the United States, we would be subject to federal laws including the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Consumer Protection Act, the Fair Credit Reporting Act and the Fair Debt Collection Practices Act. Further, some U.S. state laws may, under certain circumstances, require us to obtain a license from the relevant regulatory authority or authorities in a given state before conducting those lending activities.

Many public blockchain networks, including the Bitcoin network, operate using open-source protocols, meaning that any user can download the software, modify it and then propose that other users and miners adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the Bitcoin, Ethereum or other blockchain protocol networks, as applicable, remain uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “fork” (i.e., “split”) of the impacted blockchain protocol network and respective blockchain, with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two parallel versions of the Bitcoin, Ethereum, or other blockchain protocol network, as applicable, running simultaneously, but with each split network’s digital asset lacking interchangeability.

We engage in various DeFi activities. As of MarchJune 31,30, 2026, Galaxy’s digital assets associated with decentralized finance protocols was $713.2$401.8 million. These protocols achieve their investment purposes through self-executing smart contracts that allow users to invest digital assets in a pool from which other users can borrow without requiring an intermediate party to facilitate these transactions. These investments earn interest to the investor based on the rates at which borrowers repay the loan, and can generally be withdrawn with no restrictions. However, these DeFi protocols are subject to various risks, including uncertain regulatory and compliance conditions in large markets such as the United States, the risk that the underlying smart contract is insecure, the risk that borrowers may default and the investor will not be able to recover its investment, the risk that any underlying collateral may experience significant volatility, and the risk of certain core developers with protocol administration rights can make unauthorized or harmful changes to the underlying smart contract. If any of these risks materialize, our digital assets in these DeFi protocols may be adversely impacted and we may lose some or all of our digital assets. Furthermore, in certain decentralized protocols, it may be difficult or impossible to verify the identity of a transaction counterparty necessary to comply with any applicable anti-money laundering, countering the financing of terrorism, or sanctions regulations or controls.

Our subsidiary GalaxyOne Prime LLC is registered as a money service business with FinCEN and has money transmitter licenses in a number of states in order to effect aspects of its trading business. GalaxyOne Prime NY LLC, which has applied forholds a BitLicense and a money transmitter license in New York State, is also recently became a FinCEN-registered money services business. As a money services business, GPL is subject to the applicable anti-money laundering rules and any other laws and regulations applicable to a money services business. Furthermore, a number of U.S. states have adopted specific statutory provisions, or have issued guidance, regarding the treatment of virtual currencies under the money transmitter requirements of that U.S. state, and California has enacted the Digital Financial Assets Law (the “DFAL”), which will comecame into effect on July 1, 2026, that is broadly similar to the BitLicense regulation in New York State.

Under the prior administration, there was also an increase in SEC oversight, including reported SEC subpoenas of teams behind DeFi platforms, which indicates that the SEC believed DeFi activities may in themselves implicate federal securities laws. In April 2023, the SEC reopened the comment period and provided supplemental information for its proposed amendments to the definition of “exchange” under the Exchange Act, including that it believed DeFi protocols, and the parties that develop them, could be exchanges subject to federal securities laws if they facilitate the trading of digital asset securities. In March 2025, then Acting SEC Chairman Uyeda said he had asked SEC staff for options on abandoning the digital assets-related elements of the proposal, and in April 2025 the SEC announced it would not pursue the proposed amendments as they relate to DeFi protocols. However, it is possible that future administrations or Congress could revisit these issues, including, most recently, through the SEC’s Division of Trading and Market Staff statement issued April 13, 2026 on the application of broker-dealer registration requirements to certain decentralized protocol user interfaces. BecauseThe itstatement is unclearsubject whichto digitalnumerous assetsconditions, on a DeFi platform may be deemed securities and which DeFi activities in themselves may implicate the federal securities laws, it is likelyincluding that the DeFiinterface industryprovider willnot facerecommend aor prolongedsolicit periodparticular transactions, take custody of regulatorycustomer uncertainty.assets, Itexercise discretion over transactions, execute, settle, or finance transactions, provide investment advice, receive payment for order flow, or charge compensation that varies based on transaction value or execution, among other conditions relating to routing criteria, disclosures, conflicts controls, and fee structures. The statement is possiblean thatSEC somestaff DeFistatement protocols,only, includingdoes thosenot usinghave digitalthe assetsforce thatof welaw, investdoes in,not willbind bethe subjectedCommission, and is limited to costlythe specific facts and burdensomeconditions compliancedescribed regimes or even prohibited outright.therein.

Furthermore, our KYC and onboarding processes are designed to verify the identity of our customers, manage associated risks and prevent offers and sales of some digital assets and other products and services to certain persons. While we have implemented tailored AML and KYC protocols within each of our business lines, due to the nature of the digital assets industry and technology, including the pseudonymous nature of blockchain transactions, we may inadvertently or without our knowledge engage in transactions with persons named on OFAC’s Specially Designated Nationals list or other blocked or sanctioned persons in connection with our interactions with a blockchain. Further, fraudulent and illegal transactions and prohibited status could be difficult or impossible for us and our partners, suppliers and vendors to detect in some circumstances. Therefore, there can be no assurance that ourOur AML and KYC protocols willmay not be sufficient to prevent or detect all inappropriate practices, fraud or violations of such laws, regulations and requirements by the Company’s affiliates, employees, directors, officers, partners, agents and service providers, in connection with our operations. In the event that our AML and KYC protocols are insufficient to prevent or detect such instances, we could become subject to legal proceedings, inquiries, examinations, investigations, and other regulatory or civil actions, which may subject us to, among other things, fines, penalties, and monetary settlements.

At times, the leadership of the SEC, at least under the prior administration, took the view that the digital assets ecosystem requires more explicit regulatory oversight and that the SEC should have more explicit regulatory authority over the digital assets ecosystem. Moreover, the SEC under the prior administration pursued a number of enforcement actions against market participants across the digital assets ecosystem based on alleged violations of existing laws and regulations. See “—Risks Related to Our Operations—A determination that a digital asset in which we transact or facilitate transactions in is a “security,” or that a product or service we provide or an activity in which we engage involves a “securities transaction” for purposes of the federal securities laws could adversely affect the value of that digital asset and potentially digital assets generally, or have adverse regulatory consequences for us, and could therefore adversely impact our business, financial condition and results of operations as well as the market price of our Class A common stock.” The SEC under the prior administration also took steps to interpret its existing authorities as covering various digital asset activities.

There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets. The Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”) which was signed into law in July 2025 and established the first comprehensive regulatory scheme for payment stablecoins in the United States; implementing regulations under the GENIUS Act are currently subject to an ongoing rulemaking process, including comment periods at the OCC and state banking regulators. Other digital asset market structure bills, including the Clarity for the Regulation of Innovation in Tokens (CLARITY) Act, which passed the House of Representatives in July 2025, continue to be contemplated in the Senate. It is difficult to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, what the nature of such additional authorities might be, how additional legislation and/or regulatory oversight might impact the ability of digital asset markets to function or how any new regulations or changes to existing regulations might impact the value of digital assets generally and those held by us specifically. The consequences of increased federal regulation of digital assets and digital asset activities could have a material adverse effect on our business and the market price of our Class A common stock.

Increased regulations and regulatory scrutiny in the AI industry could also lead to a decrease in demand for AI/HPC infrastructure, which may adversely affect our business, operating results, financial condition, and future prospects. See “—Risks Related to Our Business LinesOperations—Our strategy to expand into the AI/HPC data center business mayhas not be successfulresulted and may continue to result in adverse consequences to our business, financial condition and results of operationsoperations, including impairment charges recognized in connection with the conversion of our Helios mining infrastructure and negative Adjusted EBITDA in recent periods” for further information relating to the potential impacts of decreased market demand on our AI/HPC data center business.

Cybersecurity incidents and other issues related to our information systems, technology and data have affected and may affectin usthe future materially and adversely.adversely affect us.

We and our third partythird-party service providers have experienced cybersecurity incidents in the past, and expect to experience cybersecurity incidents in the future. While we take efforts to protect our systems and data, including establishing internal processes and implementing technological measures designed to provide multiple layers of security, and contract with third-party service providers to take similar steps, we have experienced cybersecurity breaches in the past, and there can be no assurance that our safety and security measures (and those of our third-party service providers) will prevent damage to, or interruption or breach of, our information systems, data (including personal data, confidential information, and intellectual property) and operations. We have recently taken steps to expand and enhance our cybersecurity controls and practices and, as cybersecurity-related threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Nevertheless, it is possible we could suffer an impact or disruption that could materially and adversely affect us. Our operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of our employees, or otherwise, and, as a result, an unauthorized party may obtain access to our accounts, private keys, data, or digital assets. Additionally, outside parties may attempt to fraudulently induce our employees to disclose sensitive information in order to gain access to our infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. Further, hybrid and remote work arrangements by our employees, service providers and other third parties can increase cybersecurity risks due to the use of less secure systems and environments. Controls employed by our information technology department and our customers and third-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.

We have administrative, technical, and physical security measures and controls in place and maintain a robust information security program. Nonetheless, our controls, training, and governance may not prevent all improper handling, over-collection, misclassification, misconfiguration, or unauthorized sharing of personal data by us or our service providers, or failures to honor preferences, opt-outs, or other data subject rights. Risks related to cybersecurity incidents are discussed in “—Cybersecurity incidents and other issues related to our information systems, technology and data have affected and may affectin usthe future materially and adversely.adversely affect us.”

Failure to maintain adequate recordkeeping of electronic communications has exposed, and could expose us to regulatory risks, operational liabilities and reduce our ability to address legal actions.

In addition, in the past, following periods of market volatility, shareholdersstockholders have instituted securities class action litigation against various issuers. If we were to become involved in such securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation, which may adversely affect the market price of our Class A common stock and our business, financial condition and results of operation.

There can be no assurance that an active trading market on Nasdaq for our Class A common stock will be maintained or develop. The lack of a liquid market for our Class A common stock could also result from the relatively small percentage of our Class A common stock that is beneficially owned by public shareholdersstockholders and available for trading, with a relatively large percentage of our Class A common stock beneficially owned by holders of LP Units (and therefore not available for trading absent the redemption or exchange of such LP Units). If an active market does not develop or is not maintained, you may have difficulty selling any shares of our Class A common stock that you own. An inactive market may also impair our ability to raise capital by selling shares of our Class A common stock and may impair our ability to acquire or make investments in companies, products or technologies for which we may issue equity securities to pay for such acquisition or investment. In the absence of an active trading market relatively small sales may result in a significant negative effect on the price of our Class A common stock.

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% Exchangeable Senior Notes due 2029 (the “2029 Exchangeable Notes”) on November 25, 2024 and $1.30 billion aggregate principal amount of 0.50% Exchangeable Senior Notes due 2031 (the “2031 Exchangeable Notes” and, together with the 2026 Exchangeable Notes and the 2029 Exchangeable Notes, the “Exchangeable Notes”) on October 30, 2025. From time to time and subject to the terms of the indentures governing the Exchangeable Notes, the Exchangeable Notes are exchangeable for shares of our Class A common stock at the option of the holders thereof. The maximum number of shares of our Class A common stock issuable upon the exchange of all outstanding 2026 Exchangeable Notes, all 2029 Exchangeable Notes and all 2031 Exchangeable Notes is approximately 74.2 million, subject to certain adjustments as set forth in the indentures. On or after September 15, 2026 and prior to the close of business on the second scheduled trading day immediately preceding their maturity date, holders may exchange their 2026 Exchangeable Notes, in multiples of $250,000 principal amount, at their option at any time. On or after September 1, 2029, and prior to the close of business on the second scheduled trading day immediately preceding their maturity date, holders may exchange their 2029 Exchangeable Notes, in multiples of $250,000 principal amount, at their option at any time. On or after February 1, 2031, and prior to the close of business on the second scheduled trading day immediately preceding their maturity date, holders may exchange their 2031 Exchangeable Notes, in multiples of $1,000 principal amount, at their option at any time. Holders may exchange their 2026 Exchangeable Notes, 2029 Exchangeable Notes and 2031 Exchangeable Notes prior to the close of business on the business day immediately preceding September 15, 2026, September 1, 2029, and February 1, 2031, respectively, only under certain circumstances. As of MarchJune 31,30, 2026, there was $2,147.5 million in principal outstanding of the Exchangeable Notes. To the extent that we elect to settle exchanges of the Exchangeable Notes in whole or in part in shares of Class A common stock, it will result in a dilution of the value of a stockholder’s interests in our Class A common stock, and any such dilution may be material. Similarly, if we issue additional shares of Class A common stock, then-current holders of Class A common stock will be diluted. For example, on October 17, 2025, we issued 9,027,778 shares of Class A common stock as part of the October Private Placement. The potential for the issuance of additional shares of our Class A common stock could have a material adverse effect on the market price of our Class A common stock.

However, under the Amended LP Agreement, GDH LP is generally required from time to time to make pro rata distributions in cash to us and the other holders of LP Units at certain assumed tax rates in amounts that could be significant. See “—We are required to pay GDH LP limited partners who redeem or exchange LP Units for shares of Class A common stock for certain tax benefits that we may claim, and the amounts that we may pay could be material.”

The trading market for our Class A common stock will relyrelies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. If securities or industry analysts drop coverage of our company or fail to commence coverage of us, the market price of our shares would likely be negatively impacted. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our Class A common stock could decline. If one or more of these analysts stops covering us or fails to publish reports on us regularly, we could lose visibility in the market, which, in turn, could cause our stock price or trading volume to decline.

Since September 2025, we enablehave Tokenized GLXY,enabled a natively tokenized version of our Class A common stock.stock (“Tokenized GLXY”). While Tokenized GLXY provides an additional mechanism for investors to hold and transfer shares in the Company, which may improve settlement efficiency and increase accessibility, it may also introduce new risks and uncertainties that could adversely affect the market for, and the trading price of, both Tokenized GLXY and Traditional GLXY.

In addition, pursuant to our Certificate of Incorporation, we have opted out of Section 203 of the DGCL with respect to certain existing shareholdersstockholders (including our Founder), which prohibits a publicly-held Delaware corporation from engaging in a business combination transaction with an “interested stockholder” (as defined in Section 203 of the DGCL) for a period of three years after the interested stockholder became such interested stockholder unless such transaction fits within an applicable exemption, such as board approval of the business combination or the transaction in which resulted in such stockholder becoming an interested stockholder.

Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action or proceeding arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the DGCL, or our organizational documents, (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of our organizational documents, (v) any action or proceeding asserting a claim that is governed by the internal affairs doctrine or (vi) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court sitting in the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware)), in all cases subject to the court having jurisdiction over indispensable parties named as defendants. Additionally, our Certificate of Incorporation states that the foregoing provision does not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States isare the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, the Exchange Act or other U.S. federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction.

In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry, or the financial services industry generally, or concerns or rumors about any such events or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, in March 2023, Silvergate Capital Corp. announced it would wind down operations and liquidate Silvergate Bank. Soon after, the FDIC was appointed receiver of Silicon Valley Bank and Signature Bank. We have in the past deposited funds with Signature Bank and Silvergate Bank and although Galaxy did not experience any losses or other material impact from our banking relationships with Silvergate Bank and Signature Bank, to the extent that we have deposited funds with banking institutions that fail and are not otherwise protected, we would lose the amount of our deposits over the then currentthen-current FDIC insurance limit. The loss of our deposits could reduce the amount of cash we have available to operate our business and have an adverse impact on our investment and trading strategies, the value of our assets, the value of any investment in us, financial condition and results of operations.

Natural disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. Our business operations are subject to interruption by natural disasters, severe weather, fire, power shortages, and other events beyond our control. Further, acts of terrorism, labor activism or unrest, global conflict and other geo-political unrest could cause disruptions in our business or the businesses of our partners or the economy as a whole. For example, the continued conflict between Ukraine and Russia and the evolving conflict in the Middle East is likely to continue to create, impacts on global economic markets that are unpredictable. Furthermore, certain Galaxy operations are headquartered in Israel, with primary offices located in Tel Aviv. Approximately 75 Galaxy employees are physically located in Israel, a number of whom have military reserve service obligations. There has been no material impact from the ongoing conflict in the Middle East on our operations in the region. Galaxy management is monitoring the situationsituation, including implementing business continuity plans to mitigate future potential risk.

Galaxy is a global financial services and infrastructure company focused on digital assets and high performance computing (“HPC”). We aim to facilitate efficient access and adoption of digital assets by institutional clients through our Global Markets and Asset Management & Infrastructure Solutions businesses within our Digital Assets segment. We also develop,develop and will in the future operate,operate HPC data center infrastructure to meet the rising global demand for reliable power and scalable compute capacity driven by accelerated artificial intelligence (“AI”) growth.

Our Digital Assets operating business segment provides new products and capabilities such as staking, margin-based financing and active exchange-traded-funds.exchange-traded funds. Galaxy has relationships with approximately 1,700 trading counterparties spanning both crypto-native and traditional finance, with approximately $8.7$7.6 billion in assets across our platform as of MarchJune 31,30, 2026.

•Our Global Markets business, which provides over-the-counter (“OTC”) spot and derivatives trading, lending, and structured products, as well as mergers and acquisitions (“M&A”) advisory and equity and debt capital markets services.

•Our Asset Management & Infrastructure Solutions business encompasses our investment management division and blockchain infrastructure products and services, with approximately $8.7$7.6 billion in assets across the platform as of MarchJune 31,30, 2026. Our Asset Management business manages a diverse suite of ETF and Alternatives strategies, taking the investing DNA that has been core to Galaxy since our founding and externalizing it for institutional allocators and individuals. Our Infrastructure Solutions business enables our clients to participate in an increasingly on-chain and decentralized future through staking, tokenization and custodial technology.

Our Data Centers operating business segment develops,develops and will in the future operate,operates HPC infrastructure to meet the growing demand for large-scale, power-ready facilities in the AI/HPC industry. Galaxy’s Helios data center campus, located in the panhandle region of West Texas, ishas developingdeveloped the first 133 megawatts (“MW”) of critical IT load, utilizing approximately 200 MW of gross power capacity, for CoreWeave, Inc. (“CoreWeave”) under a 15-year lease agreement (the “Lease Agreement”) entered into in April 2025. The retrofit of Helios will be completed in phases, with substantially all of the 133 MW of critical IT load expected to be delivered by the end of the first half of 2026. In total, the Electric Reliability Council of Texas (“ERCOT”) has approved over 1.6 gigawatts (“GW”) of gross power capacity at our Helios campus. In addition to the initial 200 MW described above, 600 MW of this gross power capacity will support the incremental 393 MW of critical IT load leased to CoreWeave under the Phase II (the “Phase II Lease”) and Phase III (the “Phase III Lease”) leases pursuant to the Lease Agreement, and is expected to be delivered starting in the second quarter of 2027. The remaining 830 MW of approved power capacity remains available to be contracted.

•Galaxy generated Net loss of $216.3$85.3 million and Net loss of $301.6 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to Net income of $30.7 million and Net loss of $295.4$264.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

•Galaxy generated Adjusted EBITDA of $(187.577.3) million and $(264.8) million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to Adjusted EBITDA of $211.1 million and $(289.578.4) million for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

•Total equity was $2.8$2.7 billion and cash and stablecoin holdings were $2.6$2.5 billion as of MarchJune 31,30, 2026.

Within our Data Centers operating business segment, we expect the majority of revenue to come from long-term lease agreements with cloud service provider clients that Galaxy may obtain from time to time for HPC. GalaxyWe does not currently earn any material revenue from its Data Centers business, but expectsexpect this segment to become a significant and diversified source of long-term, predictable revenue for Galaxy, uncorrelated to the prices of digital assets, particularly onceas we begincontinue to deliver critical IT load for CoreWeave (and potentially other future tenants). startingWe recognized our first lease revenue from this segment in 2026.the second quarter.

Adjusted EBITDA is defined as Net income / (loss), excluding (i) equity basedequity-based compensation, (ii) notes interest expenseand onother structural debt,expense, (iii) taxes,tax expense / (benefit), (iv) depreciation and amortization expense, (v) gains and losses on the embedded derivative on our Exchangeable Notes which ceased to exist upon consolidation as a result of the Reorganization Transactions, (vi) mining-related impairment loss / loss on disposal of mining equipment, and (vii) other discrete items which are not individually significant that we believe are not indicative of our ongoing results. The above items are excluded from our Adjusted EBITDA because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful.

The launch of Bitcoin ETFs in 2024 coupled with a shift in U.S. government policy in 2025 enabled wider institutional adoption of bitcoin and other digital assets through increased market access and regulatory clarity. The initially retail-driven adoption of cryptocurrencies has evolved to include institutional holders, utilizing digital assets as both a store of value and for commercial applications. According to the National Cryptocurrency Association 20252026 State of Crypto Holders Report, the number of U.S. cryptocurrency owners was over 5567 million, or one in fivefour Americans.American adults. Additionally, in a report released by EY Parthenon in March 2025,2026, 83%68% of institutional investors intended to increase their allocations to digital assets in 2025.2026. Bitcoin’sInstitutional engagement has increasingly extended beyond directional exposure to the tokenization of real-world assets, including tokenized U.S. Treasuries, money market funds, private credit, and, more recently, tokenized equities and securities. Industry trackers estimate that the aggregate value of tokenized real-world assets (excluding stablecoins) grew to approximately $33.0 billion as of June 30, 2026, up from roughly $12.1 billion a year earlier, with growth driven primarily by institutional rather than retail participation. Bitcoin's price nonetheless remains volatile; its trailing five-year compounded annual growth rate, however, has fluctuated, andrate was approximately 3.0%10.9% as of MarchJune 31,30, 2026, reflecting a meaningful drawdown over the mosttrailing recenttwelve two quarters.months. Historical trends are not indicative of future adoption, and it is possible that the adoption of digital assets and blockchain technology may slow, take longer to develop, or never be broadly adopted, which would negatively impact our business and operating results.

Our financial prospects and continued growth depend in part on our ability to continue to operate in a manner compliant with regulations. Our business is subject to the oversight of numerous regulatory agencies in the U.S. and other jurisdictions, including, but not limited to, FinCEN, the Securities and Exchange Commission (“SEC”) and the CommoditiesCommodity Futures Trading Commission (“CFTC”). ManyIn July 2025, the GENIUS Act was signed into law, establishing the first federal framework for payment stablecoins, and the U.S. House of Representatives passed the CLARITY Act, which would delineate SEC and CFTC jurisdiction over digital assets. Comprehensive market-structure legislation remained under consideration in the Senate as of June 30, 2026. While these developments have provided greater regulatory clarity, the framework governing digital assets continues to evolve, and many of these agencies have issued consumer advisories regarding the risks posed by digital assets to investors. Our strategy is to continue to invest significantly in our finance, legal, compliance, and security functions in order to remain at the forefront of digital asset policy initiatives and regulatory trends. We primarily service institutional customers potentially mitigating some of the compliance risks. However, as the industry matures, we may experience fluctuations in our operating results as a result of changes in the laws and regulations that are applicable to our business.

Operating expenses consist of transaction expenses, impairment of digital assets, compensation and benefits, general and administrative (inclusive ofadministrative, depreciation and amortization),amortization, technology, professional fees, and exchangeable notes interest expense.

Below is a discussion of our results of operations for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025. The results of operations presented below should be reviewed in conjunction with Galaxy’sour condensed consolidated interim financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Three and Six Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025

The table below presents our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.

Total revenues were $10.0$8.6 billion and $18.6 billion, a decrease of $2.9$0.1 billion and a decrease of $3.0 billion, or 23%,1% and 14%, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The decrease for the three months ended MarchJune 31,30, 2026 was primarily driven by a $2.9$0.1 billion decrease in Digital assets sales. The decrease for the six months ended June 30, 2026, was driven by a $3.0 billion decrease in Digital assets sales. Galaxy recognizes revenue from transactions with customers, which include centralized trading platforms, and the corresponding Digital asset sales cost, on a gross basis because of its role as principal in sales and purchases of digital intangible assets. The significant volume of Galaxy’s digital intangible asset transactions results in significant Digital assets sales revenue with corresponding significant digital asset sales cost reflected in Transaction expenses. As a result, the magnitude of changes in Revenue on the Company’s statement of operations overshadow other parts of the business, but are predominantly offset by Transaction expenses in Net income / (loss).

Digital assets sales were $10.0$8.5 billion and $18.4 billion, a decrease of $2.9$0.1 billion and a decrease of $3.0 billion, or 22%1% and 14%, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The decrease for the three and six months ended MarchJune 31,30, 2026,2026 was driven primarily driven by lower trading volumes comparedand to the first quarter of 2025, supplemented by lower averagedecreased digital asset prices during the 2026 period.prices. Digital assets sales associated with external customer facing trades are reflected in the Digital Assets segment.

Fee revenue was $21.6$18.1 million and $39.7 million, an increase of $10.1$1.1 million and an increase of $11.2 million, or 88%,6% and 39%, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. For the three and six months ended MarchJune 31,30, 2026, the increase was primarily attributable to additional assetmanagement managementservice fees earned during the quarter due to increased assets under management.period.

Blockchain rewards from customers were $27.6$17.7 million and $45.3 million, a decrease of $43.5$23.4 million and $66.9 million, or 61%,57% and 60%, for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.2025, Therespectively. decreaseThese wasdecreases were primarily attributable to a lower average price of digital assets during the 2026 period.periods. Galaxy retained up to 10% of the net portion of blockchain rewards earned on third party digital assets bonded to Galaxy validator nodes, including the CPO,Galaxy Digital Crypto Vol Fund (“CPO”), as of MarchJune 31,30, 2026. Blockchain rewards generated by the Digital Assets segment on Treasury and Corporate digital assets are eliminated on consolidation within the Treasury and Corporate segment. Blockchain rewards earned from non-customers are primarily generated from participation in various decentralized finance protocols. The yield generated from these activities is primarily driven by the value of the underlying digital asset at the time of receipt and the various incentives provided by the protocols to participants.

Proprietary mining was $0.7$2.6 million and $3.3 million, an increase of $1.6 million and a decrease of $10.5$8.9 million, or 94%,171% and 73%, for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025. The increase for the three months ended MarchJune 31,30, 2026,2026 comparedwas primarily related to more favorable mining conditions in the three months ended March 31, 2025.period. The decrease for the threesix months ended MarchJune 31,30, 2026 was attributable to the cessation of proprietary mining at the Helios site at the end of the first quarter of 2025. The Company’s remaining mining activities are reflected within the Treasury and Corporate segment.

Interest income was $26.7$29.4 million and $56.2 million, a decrease of $0.7$2.8 million and a decrease of $3.4 million, or 3%,9% and 6%, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. This decrease was primarily attributable to a reduction in average interest rate, partially offset by an increase in size of the loan book. The average loan book size for the three and six months ended MarchJune 31,30, 2026 was $1.4 billion compared to $874.0$1.1 billion and $991.3 million for the three and six months ended MarchJune 31,30, 2025. External lending revenue is reflected within the Digital Assets segment.

Net gain / (loss) on digital assets was $279.0$237.3 million and $516.3 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to a Net gain / (loss) on digital assets of $(18.2)$134.9 million and $116.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The net gain on digital assets during the three months ended MarchJune 31,30, 2026 was primarily driven by net gains of approximately $147.1$95.5 million on bitcoinether including associated DeFi assets, net gains of approximately $44.7$57.5 million on SOL,HYPE, including associated DeFi assets as well as restricted tokens, and net gains of approximately $22.3$46.4 million on tetherbitcoin including associated DeFi assets. The net gain on digital assets during the six months ended June 30, 2026 was primarily driven by net gains of approximately $193.5 million on bitcoin, including associated DeFi assets, partially offset by net lossesgains of approximately $24.6$87.0 million on HYPE, including associated DeFi assets, and net gains of approximately $70.9 million on ether, including associated DeFi assets. Galaxy transacts significantly in and holds net long positions predominantly in bitcoin, which decreased in value by 22%14% and 33% in the three and six months ended MarchJune 31,30, 2026, and in ether, which decreased in value by 29%25% and 47% in the three and six months ended MarchJune 31,30, 2026.2026, respectively. The net gain or loss on digital assets not measured at fair value depends on the difference in value of the underlying digital asset between the time of recognition and derecognition. Net gain / (loss) on digital assets is reflected in both the Digital Assets and Treasury and Corporate segments depending on the underlying activity.

Net loss on investments was $212.6$114.5 million and $327.1 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to a Net lossgain on investments of $133.2$195.4 million and $62.2 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The net loss for the three months ended MarchJune 31,30, 2026 was primarily attributable to net unrealized losses on privateBitcoin investmentsETFs and Bitcoinprivate ETFs.investments. The net loss for the six months ended June 30, 2026 was primarily attributable to net unrealized losses on Bitcoin ETFs, private investments and Galaxy sponsored investment funds. The net gain for the three months ended MarchJune 31,30, 2025 was primarily attributable to net lossesunrealized gains on bitcoin ETFsETFs, Ripple Labs, Inc. and Mt. Gox Investment Fund LP as well as realized gains on bitcoin ETFs, FTX bankruptcy claim residuals, and the sponsored Galaxy Digital Crypto Vol Fund. The net gain for the six months ended June 30, 2025 was primarily attributable to unrealized gains on Ripple Labs, Inc., the Galaxy sponsored investment funds, and Candy Digital as well as realized gains on bitcoin ETFs, Xapo and the sponsored Galaxy Digital Crypto Vol Fund.

Net gain on derivatives trading was $105.4$11.6 million and $116.9 million, a decrease of $53.2 million and an increase of $74.3$21.1 million, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025.2025, respectively. Derivatives trading gains include proprietary trading and hedging activities. The increasedecrease for the three months ended MarchJune 31,30, 2026 was primarily attributable to ana $85.0$72.1 million increase in realized and unrealized losses on settled and unsettled digital asset derivatives, partially offset by a $42.4 million increase in realized and unrealized gains on settled and unsettled digitalequity assetsecurities derivatives. The increase for the six months ended June 30, 2026 was primarily attributable to a $59.4 million increase in realized and unrealized gains on settled and unsettled equity securities derivatives, partially offset by a $23.4$26.0 million increaseand $20.7 million increases in realized and unrealized losses on settled and unsettled foreign currency and interest rate derivatives.derivatives, respectively. Net gain / (loss) on derivatives is reflected in both the Digital Assets and Treasury and Corporate segments dependent on the underlying activity.

________________ (1)Galaxy actively hedged its exposure to restricted digital assets and digital asset receivables, which contributed $39.5$(2.4) million and $37.1 million to Net derivative gain (loss) in the three and six months ended MarchJune 31,30, 2026.

(1)Galaxy actively hedged its exposure to restricted digital assets and digital asset receivables, which contributed $9.8$54.6 million and $64.4 million to Net derivative gain in the three and six months ended MarchJune 31,30, 2025, respectively.

Digital assets sales costs were $10.0$8.4 billion and $18.4 billion, a decrease of $2.9$0.1 billion and a decrease of $3.0 billion, or 22%,1% and 14%, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. This was primarily driven by lower trading volumes comparedand to the first quarter of 2025, supplemented by lower averagedecreased digital asset prices duringcompared to the 2026three period.and six months ended June 30, 2025. Digital assets sales costs must be analyzed in conjunction with Impairment of digital assets and Net gain/(loss) on digital assets. As a percentage of Digital assets sales and Net gain/(loss) on digital assets, Digital assets sales costs and Impairment of digital assets collectively were approximately 100% for each of the three and six months ended MarchJune 31,30, 2026 and 2025. Digital assets sales cost associated with external customer facing trades are reflected in the Digital Assets segment.

Blockchain reward distributions were $19.5$13.1 million and $32.6 million, a decrease of $36.9$20.3 million and a decrease of $57.2 million, or 65%,61% and 64%, respectively, for the three and six months ended MarchJune 31,30, 2026 compared to $56.4$33.4 million and $89.8 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. Galaxy launched validators in 2023 (reflected within the Digital Assets segment) to which third party and proprietary digital assets may be bonded on PoS networks to generate blockchain rewards. Blockchain reward distributions represent the staking rewards earned on third party assets staked on Galaxy validators which are passed on to the third parties, net of the fees which Galaxy charges. Blockchain rewards and the associated Blockchain reward distributions both decreased in the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025, driven by lower average digital asset prices. Galaxy retained up to 10% of the net portion of blockchain rewards earned on third party digital assets bonded to Galaxy validator nodes, including the CPO, as of MarchJune 31,30, 2026. Blockchain reward distributions generated by the Digital Assets segment on Treasury and Corporate digital assets are eliminated on consolidation within the Treasury and Corporate segment.

Borrowing costs were $17.5$18.8 million and $36.3 million, a decrease of $16.4$22.9 million and $39.3 million, or 49%,55% and 52%, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, primarily due to lower average borrowing volumes. The decline in borrowing volumes reflects broader de-leveraging across the digital asset lending market.

CompensationMining costs were $2.6 million and benefits were $83.5$3.4 million, an increase of $26.6$1.9 million and a decrease of $2.9 million, or 47%,271% and 46%, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The increase for the three months ended MarchJune 31,30, 2026 wasis primarily due to anincreased increasepower inutility headcount.cost. The decrease for the six months ended June 30, 2026 is primarily related to the cessation of proprietary mining at the Helios site at the end of the first quarter of 2025.

GeneralDepreciation and administrativeamortization expenses were $20.4$9.2 million and $15.0 million, aan increase of $1.7 million and decrease of $66.2$5.1 million, or (76)%,23% and 25%, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025. The decreaseincrease for the three months ended MarchJune 31,30, 2026 was primarily driven by theData absenceCenter ofassets theplaced $49.2in million impairment of proprietary mining equipment and infrastructure recordedservice in the threeperiod. The decrease for six months ended MarchJune 31,30, 2025. Depreciation and amortization of $5.8 million2026 was includedprimarily in General and administrative expenses for the three months ended March 31, 2026, which decreaseddriven by $6.8 million compared to $12.6 million for the three months ended March 31, 2025 due to the lower cost basis of assets currently in use compared to 2025 as well as the write-off of certain mining assets in 2025. The Data Center segment assets were not depreciated as of March 31, 2026.

Galaxy generated Net losslosses of $216.3$85.3 million and $301.6 million for the three and six months ended MarchJune 31,30, 2026 compared to Net income of $30.7 million and Net loss of $295.4$264.7 million for the three and six months ended MarchJune 31,30, 2025. The primary drivers of Net loss for the three and six months ended MarchJune 31,30, 2026 were losses in investments and digital assets held in our Treasury and Corporate segment. Galaxy transacts significantly in bitcoin which decreased in value by 22%14% and 33% during the three and six months ended MarchJune 31,30, 2026, and ether which decreased in value by 29%25% and 47% during the three and six months ended June 30, 2026. The primary drivers of Net income for the three months ended MarchJune 31,30, 2026.2025 were net income on our investment and digital assets portfolios, partially offset by operating expenses and the fluctuation of the value of the embedded derivative on the Exchangeable Notes (which ceased to exist upon the May 13th, 2025 reorganization). The primary drivers of Net loss for the threesix months ended MarchJune 31,30, 2025 were a net loss on our investment portfolio, impairment of our mining equipment in the first quarter and operating expenses.

(2)Represents market capitalization data from coinmarketcap.com for periods through September 30, 2024 and from coingecko.com for the periods through MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, our digital assetassets balancesbalance werewas $4.5 billion, a decrease of $1.3$1.4 billion from December 31, 2025. This decrease was primarily driven by a decrease in digital asset prices. These same drivers also drove the decrease of $1.4$1.0 billion in our digital assets liabilities balancesbalance which totaled $3.0$3.3 billion as of MarchJune 31,30, 2026. The Company’s largest digital asset holding as of both MarchJune 31,30, 2026 and December 31, 2025 was bitcoin. During the threesix months ended MarchJune 31,30, 2026, the price of bitcoin decreased by 22%.33%.

Investments decreased $233.6$190.2 million during the threesix months to $1.5 billion as of MarchJune 31,30, 2026. This decrease was primarily due to a decrease in fair value of private investments as well as bitcoin and ether spot ETF investments. As of MarchJune 31,30, 2026, Galaxy’s largest investments were bitcoin and ether spot ETF investments of $471.2$441.2 million and limited partner interests in Galaxy-sponsored funds totaling $216.2$271.1 million. As of December 31, 2025, Galaxy’s largest investments were bitcoin and ether spot ETF investments of $535.8 million and limited partner interests in Galaxy-sponsored funds of $259.3 million.

Property and equipment increased $354.8$795.1 million during the threesix months to $1,777.9$2.2 millionbillion as of MarchJune 31,30, 2026. The increase was primarily due to investment in AI/HPC infrastructure to build out our data center hosting facility at Helios in West Texas. We capitalize costs, including direct labor and materials, associated with the development and construction of our AI/HPC data center infrastructure while the assets are being prepared for their intended use.

Total assets decreased by $1.4$504.1 billionmillion during the threesix months to $10.0$10.8 billion as of MarchJune 31,30, 2026, primarily due to the $1.3$1.4 billion decrease in digital assets balances partially offset by the $354.8$795.1 million increase in Property and equipment described above.