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

Details of the Senior Secured Notes Offering and Capital Raise

Galaxy Helios Data Centers II LLC, a wholly owned indirect subsidiary of Galaxy Digital Inc., announced its intent to offer $3.507 billion in aggregate principal amount of senior secured notes maturing in 2031. The private placement targets qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and non-U.S. investors outside the United States under Regulation S. The company emphasized that the offering’s completion depends on market conditions and other factors and is not guaranteed.

This capital raise represents a major step in Galaxy Digital’s infrastructure expansion strategy. The notes will be senior secured obligations, granting holders priority claims over other creditors. Specific interest rates, pricing terms, and final maturity details beyond the 2031 target were not disclosed, with no assurances provided regarding final terms.

Texas Data Center Construction and Development Overview

Net proceeds from the notes offering will primarily finance the construction of two data center buildings on approximately 260 acres in Dickens County, Texas. The project will feature eight data halls with a combined 400 megawatts of utility capacity and 260 megawatts of critical IT capacity. Additionally, funds will support debt service reserves to ensure liquidity for future interest and principal payments on the notes.

This expansion significantly enhances Galaxy Digital’s data center footprint in a key region for technology infrastructure. The distinction between utility capacity (400 MW) and critical IT capacity (260 MW) aligns with industry standards, reflecting the power available for customer deployment after accounting for cooling and resilience requirements. The Texas location benefits from favorable power availability and cost structures, consistent with industry trends.

Allocation of Proceeds and Financial Strategy

The offering proceeds will be allocated mainly to cover development and construction costs for the Texas data center project. Securing debt financing at this stage enables Galaxy Digital to meet capital needs while preserving financing flexibility. A portion of proceeds will fund debt service reserves to maintain liquidity for interest obligations regardless of operational performance.

This financial structure is typical for long-term infrastructure projects. The company cautions that actual deployment of proceeds depends on market conditions, construction progress, and operational results. Illustrative financial information provided with the offering is for reference only and does not guarantee outcomes.

Galaxy Digital’s Infrastructure and Digital Asset Segment

Galaxy Digital Inc. operates multiple business segments serving digital asset and blockchain infrastructure markets. This data center expansion is a key element of its strategy to meet rising demand for computational capacity supporting cryptocurrency mining, validation services, and related infrastructure. Data centers require significant capital and technical expertise to operate effectively at scale.

The Dickens County facility complements Galaxy Digital’s existing infrastructure portfolio. With 260 MW of critical IT capacity, the project positions the company as a major provider of high-capacity, cost-efficient computational infrastructure. Management believes demand will support utilization and justify this capital investment.

Offering Structure and Investor Eligibility

The offering is exclusively for sophisticated investors via private placement. Utilizing Rule 144A allows sales to qualified institutional buyers without full SEC registration, providing pricing and terms flexibility while limiting investors to those meeting financial criteria. Concurrent Regulation S offerings target non-U.S. persons offshore.

This private placement approach affects secondary market liquidity, as notes may trade only among qualified institutional buyers, resulting in a specialized investor base. Coupon rates, pricing guidance, and detailed terms will be determined through marketing and negotiations with investors and lead arrangers.

Forward-Looking Statements and Risks

The announcement includes forward-looking statements about note terms, offering completion, size, and use of proceeds, subject to the Private Securities Litigation Reform Act’s safe harbor provisions. Risks include market conditions, interest rates, closing conditions, and other factors detailed in SEC filings, which could cause actual results to differ materially.

There is no assurance the offering will proceed as planned or at all. Interest rate changes, investor demand shifts, credit market disruptions, or changes in Galaxy Digital’s creditworthiness could impact the offering. The company also cannot guarantee successful deployment of proceeds or project completion within timelines and budgets.

Subsidiary Relationship and Issuer Details

Galaxy Helios Data Centers II LLC is an indirect wholly owned subsidiary of Galaxy Digital Inc., allowing separate financial accounts and debt obligations while maintaining ownership linkage. The subsidiary is the actual issuer of the notes, with Galaxy Digital involved in communications but not the direct obligor. This structure is common in infrastructure financing.

The announcement was authorized by Galaxy Digital’s CFO, Anthony Paquette, underscoring the parent company’s involvement. The notes’ performance is intrinsically tied to Galaxy Digital and the broader digital asset infrastructure market conditions.

Industry Context and Market Impact

The $3.507 billion financing reflects strong institutional confidence in data center infrastructure supporting digital asset operations. This capital raise signals investor recognition of infrastructure as a viable long-term asset class amid growth in blockchain and cryptocurrency ecosystems.

Data centers are critical for proof-of-work mining, network validation, and digital asset services. Galaxy Digital’s Texas project aims to secure competitive advantages through ownership of low-cost, high-capacity infrastructure aligned with industry growth trends.

Supporting Financial Information and Documentation

The offering includes illustrative financial information attached as Exhibit 99.1, containing projections on utility consumption, IT capacity utilization, operating expenses, and revenue scenarios. This information is for illustrative purposes only and is not definitive financial guidance.

The illustrative data is not "filed" under Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference elsewhere, limiting legal liability. Investors must independently assess assumptions and management’s execution capabilities. The disclosure is not an offer or solicitation, consistent with Rule 144A pre-marketing communications.

Regulatory Filings and Corporate Information

The announcement was filed as a Current Report on Form 8-K with the SEC on July 22, 2026. Galaxy Digital’s Class A Common Stock trades on NASDAQ under ticker GLXY. The company’s headquarters are at 300 Vesey Street, New York, NY. Incorporated in Delaware, Galaxy Digital’s IRS Employer Identification Number is 87-0836313.

Galaxy Digital is not classified as an emerging growth company and complies with full Sarbanes-Oxley and related regulations. The disclosure marks the company’s first material announcement regarding this financing, though data center infrastructure has been discussed previously in investor communications.