BitGo (BTGO) CEO Michael Belshe details large equity and option holdings

Rhea-AI Filing Summary

BitGo Holdings, Inc. insider Michael Belshe, the company's CEO, President, CTO, director and a 10% owner, filed an initial Form 3 showing his equity holdings. He directly holds 1,000,000 shares of Class A Common Stock, all in the form of restricted stock units that each convert into one Class A share as they vest, with an exchange right into Class B shares under an Equity Exchange Rights Agreement.

He also beneficially owns multiple blocks of Class B Common Stock that are each convertible into one Class A share and are held through a series of Belshe/Xu family trusts for which he serves as trustee, in amounts including 2,319,070 shares directly and repeated indirect blocks of 910,489 and 723,589 shares held by various trusts. In addition, he holds stock options for 2,000,000 Class A shares at $0.21 per share expiring on October 5, 2032, and 562,860 Class A shares at $0.18 per share expiring on September 17, 2029.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Belshe Michael

(Last) (First) (Middle)

C/O BITGO HOLDINGS, INC.

101 S. REID STREET, SUITE 307, PMB# 9793

(Street)

SIOUX FALLS SD 57103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2026

3. Issuer Name and Ticker or Trading Symbol
BITGO HOLDINGS, INC. [ BTGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President, CTO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,000,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	(2)	Class A Common Stock	2,319,070	(2)	D
Class B Common Stock	(2)	(2)	Class A Common Stock	910,489	(2)	I	By Trust(3)
Class B Common Stock	(2)	(2)	Class A Common Stock	723,589	(2)	I	By Trust(4)
Class B Common Stock	(2)	(2)	Class A Common Stock	910,489	(2)	I	By Trust(5)
Class B Common Stock	(2)	(2)	Class A Common Stock	723,589	(2)	I	By Trust(6)
Class B Common Stock	(2)	(2)	Class A Common Stock	910,489	(2)	I	By Trust(7)
Class B Common Stock	(2)	(2)	Class A Common Stock	723,589	(2)	I	By Trust(8)
Class B Common Stock	(2)	(2)	Class A Common Stock	910,489	(2)	I	By Trust(9)
Class B Common Stock	(2)	(2)	Class A Common Stock	723,589	(2)	I	By Trust(10)
Stock Option (Right to Buy)	(11)	10/05/2032	Class A Common Stock	2,000,000	$0.21	D
Stock Option (Right to buy)	(12)	09/17/2029	Class A Common Stock	562,860	$0.18	D

Explanation of Responses:

1. Includes 1,000,000 restricted stock units ("RSUs") that vest in accordance with the terms of the award. Each RSU represents a contingent right to receive one share of Class A Common Stock. The Reporting Person has a right to exchange shares of Class A common stock issuable upon settlement of the RSUs for shares of the Issuer's Class B common stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.

2. Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.

3. These shares are held by The AB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

4. These shares are held by The AB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

5. These shares are held by The CB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

6. These shares are held by The CB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

7. These shares are held by The CW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

8. These shares are held by The CW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

9. These shares are held by The ZW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

10. These shares are held by The ZW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is trustee.

11. The options vested as to 1/48th of the award on October 14, 2022, and the remaining 75% of the options will vest in equal monthly installments thereafter until such time as the options are 100% vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person has a right to exchange shares of Class A common stock issuable upon exercise of the options for shares of the Issuer's Class B common stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.

12. The option, from which certain shares have been previously exercised, is fully vested. The Reporting Person has a right to exchange shares of Class A common stock issuable upon exercise of the options for shares of the Issuer's Class B common stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.

	/s/ Edward Reginelli, Attorney-in-Fact	01/21/2026
	** 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 5 (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.
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FAQ

What does Michael Belshes Form 3 for BTGO report?

The Form 3 reports that Michael Belshe, CEO, President, CTO, director and 10% owner of BitGo Holdings, Inc. (BTGO), is disclosing his initial beneficial ownership of the companys securities, including Class A common stock, convertible Class B common stock, and stock options.

How many BitGo (BTGO) Class A shares does Michael Belshe beneficially own directly?

He reports 1,000,000 shares of Class A Common Stock held directly, all in the form of restricted stock units (RSUs), with each RSU representing a contingent right to receive one share of Class A Common Stock.

How are Michael Belshes BitGo Class B shares structured and what is their relationship to Class A?

The filing shows multiple holdings of Class B Common Stock, including 2,319,070 shares directly and several indirect positions such as 910,489 and 723,589 share blocks held through family trusts. Each Class B share is convertible into one share of Class A Common Stock at any time at the holders election or automatically upon certain transfers or events described in BitGos Amended and Restated Certificate of Incorporation.

Why are trusts mentioned in Michael Belshes BTGO Form 3 filing?

Several Class B positions are held by Belshe/Xu Family 2021 Irrevocable Trust structures, such as The AB Grantor GST Exempt Trust and related grantor and non-grantor trusts. The filing notes that these shares are held by the trusts and that Belshe is trustee, so they are reported as indirectly owned By Trust.

What stock options in BitGo (BTGO) does Michael Belshe report on Form 3?

He reports a stock option for 2,000,000 Class A shares with an exercise price of $0.21 per share, expiring on 10/05/2032, which vests monthly after an initial vesting on October 14, 2022. He also holds a fully vested stock option for 562,860 Class A shares at an exercise price of $0.18 per share, expiring on 09/17/2029.

What are the rights attached to Michael Belshes RSUs and options in BTGO?

The RSUs each represent a right to receive one share of Class A Common Stock as they vest. For both the RSUs and the options, the filing states that Belshe has a right under an Equity Exchange Rights Agreement to exchange Class A shares issuable upon settlement or exercise for Class B Common Stock.