BitGo (NYSE: BTGO) overhauls charter and bylaws for public listing

Rhea-AI Filing Summary

BitGo Holdings, Inc. updated its core corporate governance documents in connection with the closing of its initial public offering of Class A common stock. On January 23, 2026, the company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, and its Amended and Restated Bylaws became effective immediately prior to the offering’s closing, as previously approved by its board and stockholders.

Certain key terms of BitGo’s capital structure and governance framework are described in the “Description of Capital Stock” section of the company’s final prospectus dated January 21, 2026. The full text of the amended charter and bylaws is included as exhibits to this report.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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): January 23, 2026

BitGo Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43057

82-3998490

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

101 S. Reid Street, Suite 307, PMB# 9793

Sioux Falls, SD 57103

(Address of principal executive offices) (Zip Code)

(650) 847-0009

(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value 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 ☐

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 23, 2026, BitGo Holdings, Inc. (the “Company”) filed its Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware and its Amended and Restated Bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering (the “Offering”) of shares of the Company’s Class A common stock, par value $0.0001 per share. As described in the final prospectus, dated January 21, 2026 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-290409, as amended, filed with the Securities and Exchange Commission, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s Offering. A description of certain provisions of the Charter and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus. The foregoing description of the Charter and the Bylaws is qualified in its entirety by reference to (1) the Charter filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation of BitGo Holdings, Inc.
3.2						Amended and Restated Bylaws of BitGo Holdings, Inc.

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.

BITGO HOLDINGS, INC.

Date: January 23, 2026

By:

/s/ Edward Reginelli

Name:

Edward Reginelli

Title:

Chief Financial Officer

FAQ

What corporate changes did BitGo Holdings, Inc. (BTGO) report in this 8-K?

BitGo Holdings, Inc. reported that it filed an Amended and Restated Certificate of Incorporation and that its Amended and Restated Bylaws became effective in connection with the closing of its initial public offering of Class A common stock.

When did BitGo’s amended charter and bylaws become effective?

The amended and restated charter was filed on January 23, 2026, and the amended and restated bylaws became effective immediately prior to the closing of BitGo’s initial public offering, as described in its final prospectus dated January 21, 2026.

Where can investors find details on BitGo (BTGO) capital stock terms?

Details on BitGo’s capital stock and certain provisions of its amended charter and bylaws are described in the “Description of Capital Stock” section of its final prospectus dated January 21, 2026, relating to its Form S-1 registration statement.

Which documents did BitGo file as exhibits with this 8-K?

BitGo filed its Amended and Restated Certificate of Incorporation as Exhibit 3.1 and its Amended and Restated Bylaws as Exhibit 3.2, and both exhibits are incorporated by reference.

Why did BitGo amend and restate its charter and bylaws around its IPO?

BitGo’s board of directors and stockholders had previously approved amendments and restatements to its charter and bylaws to take effect immediately prior to the closing of its initial public offering, aligning its governance and capital structure with its status as a newly public company.

What class of stock for BitGo Holdings, Inc. (BTGO) is listed on the NYSE?

BitGo’s Class A common stock, par value $0.0001 per share, is listed on the New York Stock Exchange under the trading symbol BTGO.