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BitGo Holdings Inc.

01/27/2026 | Press release | Distributed by Public on 01/27/2026 17:06

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Valor Digital Investments, LLC
2. Issuer Name and Ticker or Trading Symbol
BITGO HOLDINGS, INC. [BTGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
320 N. SANGAMON ST., SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026
(Street)
CHICAGO, IL 60607
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 01/23/2026 C 9,201,725 A (1) 9,201,725 D(2)
Class A Common Stock 01/23/2026 C 330,277 A (1) 613,048 D(3)
Class A Common Stock 01/23/2026 C 1,175,180 A (1) 1,736,377 D(4)
Class A Common Stock 01/23/2026 C 26,140 A (1) 37,755 D(5)
Class A Common Stock 01/23/2026 C 649,193 A (1) 949,703 D(6)
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
Series Seed Preferred Stock (1) 01/23/2026 C 229,502 (1) (1) Class A Common Stock 229,502 $ 0 0 D(4)
Series Seed Preferred Stock (1) 01/23/2026 C 4,763 (1) (1) Class A Common Stock 4,763 $ 0 0 D(5)
Series Seed Preferred Stock (1) 01/23/2026 C 122,878 (1) (1) Class A Common Stock 122,878 $ 0 0 D(6)
Series B Preferred Stock (1) 01/23/2026 C 9,201,725 (1) (1) Class A Common Stock 9,201,725 $ 0 0 D(2)
Series B-3 Preferred Stock (1) 01/23/2026 C 330,277 (1) (1) Class A Common Stock 330,277 $ 0 0 D(3)
Series B-3 Preferred Stock (1) 01/23/2026 C 627,672 (1) (1) Class A Common Stock 627,672 $ 0 0 D(4)
Series B-3 Preferred Stock (1) 01/23/2026 C 12,990 (1) (1) Class A Common Stock 12,990 $ 0 0 D(5)
Series B-3 Preferred Stock (1) 01/23/2026 C 336,107 (1) (1) Class A Common Stock 336,107 $ 0 0 D(6)
Series C-2 Preferred Stock (1) 01/23/2026 C 318,006 (1) (1) Class A Common Stock 318,006 $ 0 0 D(4)
Series C-2 Preferred Stock (1) 01/23/2026 C 8,387 (1) (1) Class A Common Stock 8,387 $ 0 0 D(5)
Series C-2 Preferred Stock (1) 01/23/2026 C 190,208 (1) (1) Class A Common Stock 190,208 $ 0 0 D(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valor Digital Investments, LLC
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
VALOR EQUITY PARTNERS VI L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
VALOR EQUITY PARTNERS VI-A L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
VALOR EQUITY PARTNERS VI-B L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
Valor Equity Associates VI L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
VALOR EQUITY PARTNERS IV L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
VALOR EQUITY PARTNERS IV-A L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
VALOR EQUITY PARTNERS IV-B L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
Valor Equity Associates IV L.P.
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X
Valor Equity Capital IV LLC
320 N. SANGAMON ST.
SUITE 1200
CHICAGO, IL 60607
X

Signatures

Valor Digital Investments, LLC By: /s/ Antonio Gracias, Manager 01/27/2026
**Signature of Reporting Person Date
Valor Equity Partners VI L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Partners VI-A, L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Partners VI-B, L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Partners IV, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Associates VI L.P., By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Partners IV-A, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Partners IV-B, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO 01/27/2026
**Signature of Reporting Person Date
Valor Equity Capital IV LLC By: Valor Management L.P., its managing member By: /s/ Antonio Gracias, CEO 01/27/2026
**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) Each share of Series Seed Preferred Stock, Series B Preferred Stock, Series B-3 Preferred Stock and Series C-2 Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock immediately upon the closing of the Issuer's initial public offering and had no expiration date.
(2) Shares held of record by Valor Digital Investments, LLC - Series 1.
(3) Shares held of record by Valor Digital Investments, LLC - Series 2.
(4) Shares held of record by Valor Equity Partners VI L.P.
(5) Shares held of record by Valor Equity Partners VI-A L.P.
(6) Shares held of record by Valor Equity Partners VI-B L.P.

Remarks:
Valor Digital Investments, LLC ("Valor Digital") and Valor Equity Partners VI L.P., Valor Equity Partners VI-A L.P. and Valor Equity Partners VI-B L.P. (collectively, the "Valor VI Funds" and together with Valor Digital, the "Valor Funds") are the holders of record of the shares reported in the tables above. Valor Funds Group LLC is the general partner of Valor Management L.P., which is the managing member of (i) Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of each of Valor Equity Partners IV L.P, Valor Equity Partners IV-A L.P. and Valor Equity Partners IV-B L.P. that are the members of Valor Digital; and (ii) Valor Equity Capital VI LLC, which is the general partner of Valor Equity Associates VI L.P., which, in turn, is the general partner of each of the Valor VI Funds. By virtue of his positions with certain of the foregoing Valor entities, Antonio Gracias may be deemed to share beneficial ownership, as determined under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, over the shares of BitGo Holdings, Inc. held of record by the Valor Funds. Mr. Gracias disclaims beneficial ownership over the shares described herein except to the extent of his pecuniary interest therein.
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