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NASDAQ: GLXY Galaxy Digital Inc. 8-K

Galaxy Digital subsidiary prices $3.5B senior secured notes at 9.875% to fund Texas data center

Filed July 24, 2026 · Period ending July 23, 2026 · ~1 min read

5 key changes 2 high relevance 1 section

Key Changes

  • high

    Galaxy Helios Data Centers II priced $3.507B of 9.875% senior secured notes due 2031, expected to close July 28, 2026, subject to customary conditions.

    Item 8.01 — Other Events verify on EDGAR →
  • high

    Proceeds will finance construction of two buildings with eight data halls totaling 400 MW utility capacity and 260 MW critical IT capacity on 260 acres in Dickens County, Texas, plus debt service reserves.

    Exhibit 99.1 view on EDGAR →
  • medium

    Notes amortize at 4% annually starting at least ten months after project completion, with semi-annual interest payments beginning February 1, 2027.

    Exhibit 99.1 view on EDGAR →
  • medium

    Notes are secured by first-priority liens on substantially all assets of the issuer and guarantor, plus all equity interests of the issuer held by its direct parent.

    Exhibit 99.1 view on EDGAR →
  • medium

    Offering limited to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, restricting secondary market liquidity.

    Item 8.01 — Other Events verify on EDGAR →

Summary

Galaxy Digital's subsidiary Galaxy Helios Data Centers II priced a $3.507 billion senior secured notes offering at 9.875%, one of the largest debt financings in the company's history.

The notes mature in 2031 and will fund construction of a major data center project in Dickens County, Texas—two buildings housing eight data halls with 400 MW of utility capacity and 260 MW of critical IT capacity on approximately 260 acres. The offering is expected to close July 28, 2026. The 9.875% coupon reflects the project-finance nature of the debt and current market conditions for data center infrastructure.

The notes are secured by first-priority liens on substantially all assets of the issuer and guarantor, plus equity interests held by the direct parent, providing creditor protection. Principal amortizes at 4% annually beginning at least ten months after project completion, with semi-annual interest payments starting February 2027. The offering is restricted to institutional buyers, limiting retail participation and secondary liquidity. For Galaxy Digital shareholders, this represents a significant capital commitment to data center infrastructure, with execution risk tied to construction timelines and the ability to generate sufficient cash flow to service the debt once operational.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~600 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added
Added Offering structure medium

Added in current filing · verify on EDGAR →

The Notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

The notes are being sold exclusively to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, meaning they are not registered for public sale and will have limited liquidity in secondary markets.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 27, 2026 · How we verify