BitGo Holdings Inc.

01/23/2026 | Press release | Distributed by Public on 01/23/2026 18:41

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Belshe Michael
2. Issuer Name and Ticker or Trading Symbol
BITGO HOLDINGS, INC. [BTGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, President, CTO
(Last) (First) (Middle)
C/O BITGO HOLDINGS, INC., 101 S. REID STREET, SUITE 307, PMB# 9793
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
(Street)
SIOUX FALLS, SD 57103
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/21/2026 F(1) 127,613 D $18 872,387 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Belshe Michael
C/O BITGO HOLDINGS, INC.
101 S. REID STREET, SUITE 307, PMB# 9793
SIOUX FALLS, SD 57103
X X CEO, President, CTO

Signatures

/s/ Edward Reginelli, Attorney-in-Fact 01/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
BitGo Holdings Inc. published this content on January 23, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT) on January 24, 2026 at 00:42 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]