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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): August 27, 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 | |
| N/A | |
| (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 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On August 27, 2026, BitGo Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Project Gotham Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”), Project Gotham Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub 2”), NYDIG IHC LLC, a Delaware limited liability company (“Seller”), and NYDIG IF Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Seller (the “Target Company”).
Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, the Company will acquire the Target Company through a two-step merger: (i) Merger Sub 1 will merge with and into the Target Company, with the Target Company continuing as the surviving entity (the “First Merger”), and (ii) immediately thereafter, the Target Company will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a direct, wholly owned subsidiary of the Company (together with the First Merger, the “Mergers”). Upon consummation of the Mergers, which will occur promptly after the execution of the Merger Agreement, all outstanding limited liability company interests of the Target Company were canceled, and Seller became entitled to receive the merger consideration described below.
Consideration: The aggregate consideration payable to Seller in connection with the Mergers consists of: (i) cash consideration of $7,000,000 (subject to a holdback and customary adjustments for indebtedness, cash, net working capital and transaction expenses); (ii) shares of the Company's common stock, par value $0.0001 per share (“Company Common Stock”), issuable at closing (the “Closing Consideration Shares”), with an aggregate value of approximately $35,500,000; (iii) a contingent right to receive $10,000,000 in cash upon the achievement of a specified revenue milestone; and (iv) a contingent right to receive up to $5,000,000 in cash, together with additional shares of Company Common Stock (the “Earn-Out Consideration Shares” and together with the Closing Consideration Shares, the “Shares”) upon the achievement of a second specified revenue milestone. In connection with the closing, the Company also expects to grant certain transferred employees restricted stock units with a target value of $5,000,000 in the aggregate and cash retention awards with an aggregate target value of $5,000,000, which restricted stock units and cash retention awards will vest in full upon the achievement of a second specified revenue milestone.
Representations, Warranties, Covenants and Indemnification: The Merger Agreement contains customary representations, warranties and covenants of the parties, as well as customary indemnification provisions subject to certain limitations, including caps and thresholds, and customary exceptions (including for fundamental representations and fraud).
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Seller, the Target Company or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by confidential disclosure schedules made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, as well as by information contained in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), and may be subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, Seller, the Target Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may
change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Registration Rights Agreement
On August 27, 2026, the Company and Seller entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (at the Company’s sole expense) registering the Shares (the “Registration Statement”) by the earlier of (i) 180 days after the closing of the Merger and (ii) 5 calendar days after the Company becomes eligible to file a registration statement on Form S-3. In addition, the Company agreed to use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date but no later than the earlier of (a) the 60th calendar day following the initial filing date of the Registration Statement if the SEC notifies the Company that it will “review” the Registration Statement and (b) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review.
The foregoing description of the Merger Agreement and related transactions contemplated thereby (including, without limitation, the Mergers) and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Merger Agreement and the Registration Rights Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Press Release
On August 27, 2026, the Company issued a press release announcing that it had entered into the Merger Agreement described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Report contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the Mergers and the transactions contemplated thereby, including statements regarding the anticipated benefits of the Mergers, the issuance of the Shares and the achievement of certain financial metrics. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including, but not limited to, the risk that the anticipated benefits of the transaction may not be realized, 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 BitGo’s industry and operations, the theft, loss, or destruction of private keys required to access any digital assets held in custody for BitGo’s own account or for BitGo’s 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 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. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. | Description |
| 2.1* | Agreement and Plan of Merger, dated as of August 27, 2026, by and among BitGo Holdings, Inc., Project Gotham Merger Sub I, Inc., Project Gotham Merger Sub II LLC, NYDIG IHC LLC and NYDIG IF Holdings LLC.* |
| 2.2 | Registration Rights Agreement, dated as of August 27, 2026, by and between BitGo Holdings, Inc. and NYDIG IHC LLC. |
99.1 | Press Release, dated August 27, 2026 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
* Schedules and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: | August 27, 2026 | By: | /s/ Edward Reginelli |
| | | Edward Reginelli |
| | | Chief Financial Officer |
Exhibit 99.1
BitGo Acquires NYDIG’s Institutional Trading Business, Expanding Derivatives and Financing Capabilities
Transaction Expected to Enhance Derivatives and Financing Capabilities and Strengthen BitGo’s Existing Institutional Trading Platform
NEW YORK, NY – August 27, 2026 – BitGo Holdings, Inc. (NYSE: BTGO) (“BitGo” or the “Company”), the digital asset infrastructure company, today announced that it has entered into a definitive agreement and completed the acquisition of the institutional trading business and related assets of NYDIG. The transaction expands BitGo’s institutional service offering and allows NYDIG to focus its resources on its vertically integrated power generation, bitcoin mining, and high-performance computing (“HPC”) data center development business, with a development pipeline exceeding 3 GW and more than 1 GW deliverable in 2027 and 2028.
BitGo’s acquisition of NYDIG’s institutional trading business is expected to expand its institutional markets platform by enhancing financing capabilities and derivatives intended to enhance the Company’s existing trading offerings while complementing BitGo’s regulated custody, settlement, and wallet infrastructure. The transaction is expected to further strengthen BitGo’s position as a comprehensive digital asset infrastructure company, enabling institutions to access a broader range of trading and capital markets services through an integrated platform. As part of the transaction, approximately 30 NYDIG employees joined BitGo, along with NYDIG's institutional client trading relationships. The acquisition reflects growing institutional demand for integrated digital asset infrastructure that combines custody, trading, financing, settlement, and capital market services within a single regulated platform.
The acquisition and expanded product offering are expected to bolster and enhance the stickiness of client assets on platform (“AOP”).
“Institutions increasingly want to work with a trusted partner that can support the full lifecycle of digital assets – from custody and trading to financing and settlement,” said Mike Belshe, CEO and Co-founder of BitGo. “We believe this transaction will meaningfully scale our trading and infrastructure capabilities and adds an exceptional team with experience serving institutional clients. It is also expected to enable us to serve a broader base of sophisticated clients that we believe will benefit from BitGo’s comprehensive infrastructure offerings. We are excited to deliver a more integrated experience for clients while creating efficiencies across technology, operations, and compliance.”
NYDIG’s institutional trading business provides derivatives, structured products, financing, and capital markets solutions to a sophisticated client base. The team has built longstanding expertise working with asset managers, hedge funds, corporates, family offices, and other market participants that demand liquidity, tailored risk management, and customized trading strategies. The acquisition brings this experienced team and client franchise to BitGo, expanding its institutional markets platform and strengthening its ability to serve sophisticated clients globally.
“BitGo has built one of the industry's most trusted and comprehensive digital asset infrastructure platforms, and we are excited for our institutional trading clients to gain access to that scale and breadth of capability,” said Pete Janney, Head of Financial Infrastructure at BitGo. “This transaction allows our team to continue delivering the same innovative solutions, execution quality, and dedication clients have come to expect, now backed by an even deeper set of resources. We look forward to a smooth transition and to the opportunities this creates for our clients.”
“Our team built NYDIG's institutional trading business into something exceptional: proven execution expertise with derivatives and financing capabilities,” said Tejas Shah, CEO of NYDIG. “That business is complementary to BitGo's digital asset infrastructure, and we look forward to a seamless transition for our clients and our colleagues, some of the most talented people in this market. The discipline and intensity that built our trading franchise also drives our HPC data center development business, where we see one of the most significant opportunities ahead.”
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.
About NYDIG
NYDIG builds and operates vertically integrated power and compute infrastructure. The company owns generation assets and grid positions and develops and operates the high-density facilities that run on them, supporting AI training and inference, high-performance computing, bitcoin mining, and other compute-intensive workloads. NYDIG’s development pipeline exceeds 3 GW, with more than 1 GW of capacity deliverable in 2027 and 2028.
As an affiliate of Stone Ridge Holdings Group, a diversified financial services firm, NYDIG benefits from operating alongside the Stone Ridge Energy franchise, which owns and operates assets responsible for roughly 3% of U.S. natural gas production. That foundation in energy operations, risk management, and financial markets informs how the company underwrites long-term tenant commitments and structures the financings required to execute large-scale compute infrastructure projects. For more information, visit www.nydig.com.
Forward-Looking Statements
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. 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 risk that the anticipated benefits of the
transaction may not be realized, 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.
Contacts
Investor Contact
investors@bitgo.com
Media Contact
press@bitgo.com
