BitGo Holdings Inc.

01/21/2026 | Press release | Distributed by Public on 01/21/2026 19:32

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Belshe Michael
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2026
3. Issuer Name and Ticker or Trading Symbol
BITGO HOLDINGS, INC. [BTGO]
(Last) (First) (Middle)
C/O BITGO HOLDINGS, INC., 101 S. REID STREET, SUITE 307, PMB# 9793
4. 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
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
SIOUX FALLS, SD 57103
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 1,000,000(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) (2) Class A Common Stock 2,319,070 (2) D
Class B Common Stock (2) (2) Class A Common Stock 910,489 (2) I By Trust(3)
Class B Common Stock (2) (2) Class A Common Stock 723,589 (2) I By Trust(4)
Class B Common Stock (2) (2) Class A Common Stock 910,489 (2) I By Trust(5)
Class B Common Stock (2) (2) Class A Common Stock 723,589 (2) I By Trust(6)
Class B Common Stock (2) (2) Class A Common Stock 910,489 (2) I By Trust(7)
Class B Common Stock (2) (2) Class A Common Stock 723,589 (2) I By Trust(8)
Class B Common Stock (2) (2) Class A Common Stock 910,489 (2) I By Trust(9)
Class B Common Stock (2) (2) Class A Common Stock 723,589 (2) I By Trust(10)
Stock Option (Right to Buy) (11) 10/05/2032 Class A Common Stock 2,000,000 $0.21 D
Stock Option (Right to buy) (12) 09/17/2029 Class A Common Stock 562,860 $0.18 D

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 01/21/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 1,000,000 restricted stock units ("RSUs") that vest in accordance with the terms of the award. Each RSU represents a contingent right to receive one share of Class A Common Stock. The Reporting Person has a right to exchange shares of Class A common stock issuable upon settlement of the RSUs 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.
(2) Each share of Class B Common Stock is convertible into one share of the lssuer'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) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) The options vested as to 1/48th of the award on October 14, 2022, and the remaining 75% of the options will vest in equal monthly installments thereafter until such time as the options are 100% vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person has a right to exchange shares of Class A common stock issuable upon exercise of the options 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.
(12) The option, from which certain shares have been previously exercised, is fully vested. The Reporting Person has a right to exchange shares of Class A common stock issuable upon exercise of the options 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.
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 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 22, 2026 at 01:32 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]