Valor funds (BTGO) list common and preferred stakes in BitGo

Rhea-AI Filing Summary

Valor Digital Investments, LLC and affiliated Valor funds have filed an initial ownership report for BitGo Holdings, Inc. Class A common stock and multiple preferred series are shown as beneficially owned. The filing lists direct holdings of Class A Common Stock and Series Seed, Series B, Series B-3, and Series C-2 Preferred Stock. Each share of these preferred series will automatically convert into 1 share of BitGo’s Class A Common Stock immediately upon the closing of BitGo’s initial public offering and has no expiration date. The filing notes that Antonio Gracias may be deemed to share beneficial ownership through his roles with the Valor entities but disclaims beneficial ownership except to the extent of any pecuniary interest.

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^*

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 Capital IV 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 Management 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^*

Gracias Antonio J.

(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 Capital IV LLC By: Valor Management L.P., its managing member By: /s/ Antonio Gracias, CEO	01/21/2026
	Valor Management L.P. By: /s/ Antonio Gracias, CEO	01/21/2026
	/s/ Antonio J. Gracias	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

What does the BTGO Form 3 filing by the Valor funds disclose?

It discloses the initial beneficial ownership of BitGo Holdings, Inc. securities by Valor Digital Investments, LLC and related Valor funds, including Class A common and several preferred stock series.

Which BitGo (BTGO) securities are listed as held by the Valor funds?

The filing lists holdings of BitGo Class A Common Stock and Series Seed Preferred Stock, Series B Preferred Stock, Series B-3 Preferred Stock, and Series C-2 Preferred Stock.

How will the BitGo preferred shares reported on this Form 3 convert?

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

Who are the record holders of the BTGO shares in this Form 3?

Record holders include Valor Digital Investments, LLC (Series 1 and Series 2) and the Valor Equity Partners VI, VI-A, and VI-B limited partnerships, collectively referred to as the Valor Funds.

What is Antonio Gracias’s role in the BTGO ownership reported here?

The filing states that, due to his positions with various Valor entities, Antonio Gracias may be deemed to share beneficial ownership of BitGo shares held by the Valor Funds, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Does this BTGO Form 3 reflect a purchase or sale of shares?

No, it is an initial statement of beneficial ownership, listing existing holdings of BitGo securities by the Valor Funds rather than reporting new purchases or sales.