SEC Form 4 filed by Chief Compliance Officer Horowitz Jeff Peter
$BTGO
Finance: Consumer Services
Finance
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
BITGO HOLDINGS, INC. [ BTGO ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/22/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 287,662 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| 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 | ||||
| Explanation of Responses: |
| 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. |
| 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. |
| /s/ Edward Reginelli, Attorney-in-Fact | 06/12/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||