Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 10, 2026, the Board of Directors (the "Board") of Galaxy Digital Inc. (the "Company") appointed Steven Bandrowczak, 65, to serve as a director of the Company, effective as of July 13, 2026. Mr. Bandrowczak's initial term will expire at the Company's 2027 annual meeting of stockholders and until Mr. Bandrowczak's successor shall have been duly elected and qualified, or until his earlier death, resignation, disqualification, or removal. Upon his appointment, Mr. Bandrowczak will also serve as a member of the audit committee of the Board.
Mr. Bandrowczak has served as a Senior Advisor at Sol Consulting, a technology consulting firm, since May 2026. Previously, he served as Chief Executive Officer of Xerox Holdings Corporation ("Xerox") from August 2022 until March 2026. He joined Xerox in June 2018 as President and Chief Operations Officer. Prior to Xerox, Mr. Bandrowczak served as Chief Operating Officer and Chief Information Officer at Alight Solutions from November 2016 to June 2018, where he was responsible for the application portfolio and technical infrastructure of the organization. Throughout his career, Mr. Bandrowczak also held senior leadership positions at various multi-billion-dollar global companies, including Avaya, Nortel, Lenovo, DHL and Avnet. Mr. Bandrowczak holds a B.S. in Computer Science from Long Island University and an M.S. in Technology Management from Columbia University.
Mr. Bandrowczak will participate in the Company's non-employee director compensation program as described under "Non-Employee Director Compensation Arrangements" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 8, 2026 and incorporated by reference herein. Mr. Bandrowczak will also enter into the Company's standard form of Indemnification Agreement, which is attached as Exhibit 10.2 to the Company's Registration Statement on Form S-4 filed with the SEC on January 28, 2022 (File No. 333-262378) and is incorporated by reference herein.
There is no arrangement or understanding between Mr. Bandrowczak and any other persons pursuant to which Mr. Bandrowczak was selected as a director and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Bandrowczak and any other director or executive officer of the Company.