01/23/2026 | Press release | Distributed by Public on 01/23/2026 18:41
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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 | ||||||||
| Class B Common Stock | (2) | 09/30/2025 | J/K(3) | 4,188 | (2) | (2) | Class A Common Stock | 4,188 | (2) | 4,188 | D | ||||
| Class B Common Stock | (2) | 09/30/2025 | J/K(4) | 23,167 | (2) | (2) | Class A Common Stock | 23,167 | (2) | 27,355 | D | ||||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 1,064,405 | (2) | (2) | Class A Common Stock | 1,064,405 | (2) | 1,091,760 | D | ||||
| Class B Common Stock | (2) | 09/30/2025 | J/K(6) | 1,227,310 | (2) | (2) | Class A Common Stock | 1,227,310 | (2) | 2,319,070 | D | ||||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 910,489 | (2) | (2) | Class A Common Stock | 910,489 | (2) | 910,489 | I | By Trust(7) | |||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 723,589 | (2) | (2) | Class A Common Stock | 723,589 | (2) | 723,589 | I | By Trust(8) | |||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 910,489 | (2) | (2) | Class A Common Stock | 910,489 | (2) | 910,489 | I | By Trust(9) | |||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 723,589 | (2) | (2) | Class A Common Stock | 723,589 | (2) | 723,589 | I | By Trust(10) | |||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 910,489 | (2) | (2) | Class A Common Stock | 910,489 | (2) | 910,489 | I | By Trust(11) | |||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 723,589 | (2) | (2) | Class A Common Stock | 723,589 | (2) | 723,589 | I | By Trust(12) | |||
| Class B Common Stock | (2) | 09/23/2025 | J/K(5) | 910,489 | (2) | (2) | Class A Common Stock | 910,489 | (2) | 910,489 | I | By Trust(13) | |||
| Class B Common Stock | (2) | 09/30/2025 | J/K(5) | 723,589 | (2) | (2) | Class A Common Stock | 723,589 | (2) | 723,589 | I | By Trust(14) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Belshe Michael C/O BITGO HOLDINGS, INC. 101 S. REID STREET, SUITE 307, PMB# 9793 SIOUX FALLS, SD 57103 |
X | X | CEO, President, CTO | |
| /s/ Edward Reginelli, Attorney-in-Fact | 01/23/2026 | |
| **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) | The transaction represents the number of shares of Class A Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units. |
| (2) | Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| (3) | The Reporting Person elected to exchange shares of the Issuer's Series B-3 Preferred Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person. |
| (4) | The Reporting Person elected to exchange shares of the Issuer's Series Seed Preferred Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person. |
| (5) | The Reporting Person elected to exchange shares of the Issuer's Class F Common Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person. |
| (6) | The Reporting Person elected to exchange shares of the Issuer's Common Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person. |
| (7) | These shares are held by The AB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |
| (8) | These shares are held by The AB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |
| (9) | These shares are held by The CB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |
| (10) | These shares are held by The CB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |
| (11) | These shares are held by The CW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |
| (12) | These shares are held by The CW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |
| (13) | These shares are held by The ZW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |
| (14) | These shares are held by The ZW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee. |