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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2026
BitGo Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-43057 | 82-3998490 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 101 S. Reid Street, Suite 307, PMB# 9793 | |
| Sioux Falls, SD 57103 | |
| (Address of principal executive offices, including zip code) | |
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(650) 847-0009 |
| Registrant’s Telephone Number, Including Area Code | |
| Not Applicable | |
| (Former name or former address, if changed since last report) | |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share | BTGO | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On June 17, 2026, BitGo Holdings, Inc. (the “Company”) announced that its board of directors have approved a share repurchase program with authorization to purchase up to $50,000,000 of its outstanding common stock.
Repurchases under the program may be made in the open market, in privately negotiated transactions or by other methods, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal and state securities laws, including within the pricing and volume conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to repurchase any particular dollar amount or number of shares of common stock and may be modified, suspended or terminated at any time at the discretion of its board of directors. The Company expects to fund repurchases with existing cash and cash equivalents and ongoing cash from operations.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the amount, timing and sources of funding for the share repurchase program. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to, risks relating to the fact that common stock repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all, and the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026, and the Company’s other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. | Description |
99.1 | Press Release of BitGo Holdings, Inc. dated June 17, 2026 |
| 104.0 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | BitGo Holdings, Inc. |
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| Date: | June 17, 2026 | By: | /s/ Edward Reginelli |
| | | Edward Reginelli |
| | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
BitGo Holdings, Inc. Announces $50 Million Share Repurchase Program
Board of Directors Authorizes Repurchase of BitGo Common Stock
NEW YORK, NY - June 17, 2026 - BitGo Holdings, Inc. (NYSE: BTGO) (“BitGo” or the “Company”), the digital asset infrastructure company, today announced that its Board of Directors has authorized a share repurchase program under which the Company may repurchase up to $50 million of its common stock, representing approximately 8% of the Company’s Class A shares outstanding based on current stock prices. Subject to market conditions and other factors, the Board believes the fundamental value of the business exceeds the current market price and this buyback reflects the Company’s commitment to disciplined capital stewardship. The authorization is effective immediately and does not have a fixed expiration date.
“This authorization reflects the Board’s confidence in our business and long-term trajectory. We believe that repurchasing our shares represents an attractive use of capital at this time while allowing us to continue investing aggressively in our platform and clients,” said Ed Reginelli, Chief Financial Officer of BitGo.
Repurchases may be made from time to time through open market purchases, privately negotiated transactions, block trades or other means, subject to market conditions, applicable legal, regulatory and contractual requirements. Open market repurchases are expected to be conducted in accordance with applicable federal securities laws, including, as applicable, the pricing, timing, volume and manner conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also enter into trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act to facilitate repurchases under the authorization.
The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on factors including the market price of the Company’s common stock, general market and economic conditions, digital asset market conditions, capital and liquidity positions, financial performance, business requirements, regulatory and accounting considerations, applicable regulatory capital requirements, contractual restrictions, and alternative uses of capital. The program does not obligate the Company to acquire any amount of common stock, has no minimum purchase commitment, and may be modified, suspended or terminated at any time without prior notice. The Company expects to fund repurchases using existing cash and cash equivalents and does not expect repurchases to affect the capital positions of its regulated subsidiaries.
About BitGo
BitGo (NYSE: BTGO) is the digital asset infrastructure company delivering custody, wallets, staking, trading, financing, stablecoins, and settlement services from regulated cold storage. Since 2013, BitGo has focused on accelerating the transition of the financial system to a digital asset economy. BitGo maintains a global presence and multiple regulated entities, including BitGo Bank & Trust, National Association, the first federally chartered digital asset trust bank owned by a publicly traded company. Today, BitGo serves thousands of institutions, including many of the industry’s top brands, financial institutions, exchanges, and platforms, and millions of investors worldwide. For more information, visit www.bitgo.com.
Forward-Looking Statement
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s share repurchase program, the Company’s expected use of capital and the Company’s future financial performance. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the market price of the Company’s common stock, the Company’s available capital and liquidity, regulatory capital requirements applicable to the Company’s regulated subsidiaries, the highly volatile nature of
digital assets, technical issues in connection with the integration of supported digital assets and changes and upgrades to their underlying network, heightened scrutiny of our industry and operations, the theft, loss, or destruction of private keys required to access any digital assets held in custody for our own account or for our clients, errors in executing client transactions or managing our own trading activities, and the other factors discussed in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026, and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. While the Company believes these forward-looking statements are reasonable, readers of this press release are cautioned not to place undue reliance on any forward-looking statements. The information in this release is provided only as of the date of this release, and the Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.
Media Contact
press@bitgo.com
Investor Contact
investors@bitgo.com
