Valor funds (BTGO) disclose BitGo common and preferred stock stake

Rhea-AI Filing Summary

Valor-affiliated investment funds filed an initial ownership report for BitGo Holdings, Inc. (BTGO). Multiple entities, including Valor Digital Investments, LLC and several Valor Equity Partners limited partnerships, are identified as 10% owners. The filing lists their beneficial ownership of BitGo’s Class A common stock, such as 561,197 Class A shares in one line item, and significant holdings of preferred stock series that are convertible into Class A common.

The preferred holdings include Series Seed, Series B, Series B-3 and Series C-2 Preferred Stock, with one Series B position convertible into 9,201,725 Class A shares. Each share of these preferred series will automatically convert into 1 share of Class A common stock immediately upon the closing of BitGo’s initial public offering and has no expiration date.

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

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Valor Digital Investments, LLC

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

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	282,771	D(1)
Class A Common Stock	561,197	D(2)
Class A Common Stock	11,615	D(3)
Class A Common Stock	300,510	D(4)

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
Series Seed Preferred Stock	(6)	(6)	Class A Common Stock	229,502	(6)	D(2)
Series Seed Preferred Stock	(6)	(6)	Class A Common Stock	4,763	(6)	D(3)
Series Seed Preferred Stock	(6)	(6)	Class A Common Stock	122,878	(6)	D(4)
Series B Preferred Stock	(6)	(6)	Class A Common Stock	9,201,725	(6)	D(5)
Series B-3 Preferred Stock	(6)	(6)	Class A Common Stock	330,277	(6)	D(1)
Series B-3 Preferred Stock	(6)	(6)	Class A Common Stock	627,672	(6)	D(2)
Series B-3 Preferred Stock	(6)	(6)	Class A Common Stock	12,990	(6)	D(3)
Series B-3 Preferred Stock	(6)	(6)	Class A Common Stock	336,107	(6)	D(4)
Series C-2 Preferred Stock	(6)	(6)	Class A Common Stock	318,006	(6)	D(2)
Series C-2 Preferred Stock	(6)	(6)	Class A Common Stock	8,387	(6)	D(3)
Series C-2 Preferred Stock	(6)	(6)	Class A Common Stock	190,208	(6)	D(4)

1. Name and Address of Reporting Person^*

Valor Digital Investments, LLC

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VALOR EQUITY PARTNERS VI L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VALOR EQUITY PARTNERS VI-A L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VALOR EQUITY PARTNERS VI-B L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Valor Equity Associates VI L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VALOR EQUITY PARTNERS IV L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VALOR EQUITY PARTNERS IV-A L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VALOR EQUITY PARTNERS IV-B L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Valor Equity Associates IV L.P.

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Shares held of record by Valor Digital Investments, LLC - Series 2

2. Shares held of record by Valor Equity Partners VI L.P.

3. Shares held of record by Valor Equity Partners VI-A L.P.

4. Shares held of record by Valor Equity Partners VI-B L.P.

5. Shares held of record by Valor Digital Investments, LLC - Series 1

6. Each share of Series Seed Preferred Stock, Series B Preferred Stock, Series B-3 Preferred Stock and Series C-2 Preferred Stock will automatically convert into 1 share of the Issuer's Class A Common Stock immediately upon the closing of the Issuer's initial public offering and has no expiration date.

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.

	Valor Digital Investments, LLC By: /s/ Antonio Gracias, Manager	01/21/2026
	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	01/21/2026
	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	01/21/2026
	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	01/21/2026
	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	01/21/2026
	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	01/21/2026
	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	01/21/2026
	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	01/21/2026
	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	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who filed this Form 3 for BitGo Holdings, Inc. (BTGO)?

The Form 3 was filed by several Valor-affiliated entities, including Valor Digital Investments, LLC and multiple Valor Equity Partners IV and VI funds, each listed as a 10% owner of BitGo Holdings, Inc.

What BitGo securities do the Valor funds report owning on this Form 3?

The Valor funds report beneficial ownership of Class A Common Stock and several series of preferred stock, including Series Seed, Series B, Series B-3 and Series C-2 Preferred Stock, each tied to specific amounts of underlying Class A shares.

How many BitGo Class A shares are underlying the Valor funds’ Series B Preferred Stock?

One of the reported positions is Series B Preferred Stock that is stated to be convertible into 9,201,725 shares of BitGo’s Class A Common Stock.

What are the conversion terms of BitGo’s preferred stock held by the Valor funds?

The filing explains that each share of Series Seed Preferred Stock, Series B Preferred Stock, Series B-3 Preferred Stock and Series C-2 Preferred Stock will automatically convert into 1 share of Class A Common Stock immediately upon the closing of BitGo’s initial public offering and has no expiration date.

Are the Valor funds considered major shareholders of BitGo (BTGO)?

Yes. Each of the reporting Valor entities is identified on the Form 3 as a 10% owner of BitGo Holdings, Inc., which classifies them as major shareholders under Section 16 reporting rules.

What role does Antonio Gracias have in relation to the Valor funds’ BitGo holdings?

The remarks state that, by virtue of his positions with certain Valor entities, Antonio Gracias may be deemed to share beneficial ownership over BitGo shares held of record by the Valor funds, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Does this Form 3 describe existing holdings or new transactions in BitGo stock?

The Form 3 is an initial statement of beneficial ownership. It lists BitGo securities beneficially owned by the Valor funds, including Class A common and various preferred series, rather than detailing purchase or sale transactions.