06/12/2026 | Press release | Distributed by Public on 06/12/2026 15:12
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Units (Cash-settled Restricted Stock Units) | (1) | 05/22/2026 | M | 521 | (2) | (3) | Class A Common Stock | 521 | (1) | 5,478 | D | ||||
| Phantom Stock Units (Cash-settled Restricted Stock Units) | (1) | 05/22/2026 | M | 1,563 | (4) | (3) | Class A Common Stock | 1,563 | (1) | 24,227 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Horowitz Jeff Peter C/O BITGO HOLDINGS, INC. 101 S. REID STREET, SUITE 307, PMB# 9793 SIOUX FALLS, SD 57103 |
Chief Compliance Officer | |||
| /s/ Edward Reginelli, Attorney-in-Fact | 06/12/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each phantom stock unit (each a "Unit") represents the economic equivalent of one share of the Issuer's Class A common stock. On May 22, 2026, certain Units held by the Reporting Person were settled for cash as described in footnotes (2) and (4) to this Form 4. |
| (2) | The reported transaction represents the vesting of 260 Units on April 1, 2026 and 261 Units on May 1, 2026, which transaction settled on May 22, 2026. The remaining 5,478 Units vest in substantially equal monthly installments.through March 1, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| (3) | This award does not expire; it either vests or is canceled prior to the vesting date. |
| (4) | The reported transaction represents the vesting of 782 Units on April 18, 2026 and 781 Units on May 18, 2026, which transaction settled on May 22, 2026. The remaining 24,227 Units vest in substantially equal monthly installments.through December 18, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
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Remarks: Cash-settled phantom stock units (the "Units") were previously included in the Reporting Person's total Class A common stock holdings reflected in Column 2 of Table I of Form 3 filed on January 21, 2026 and in Column 5 of Table I of Forms 4 filed on January 23, 2026, January 27, 2026 and April 1, 2026. The Units are reported in Table II of this Form 4, and the Reporting Person's total Class A common stock holdings reflected in Column 5 of Table I have been adjusted accordingly. |
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