Bitgo CRO sells shares to cover tax withholding

BITGO HOLDINGS, INC. director and Chief Revenue Officer Fang Chen reported a sale of 234 shares of Class A Common Stock on 2026-08-07 at a weighted average price of $5.0154 per share, with block-trade prices ranging from $4.96 to $5.07.

Rhea-AI Filing Summary

BITGO HOLDINGS, INC. director and Chief Revenue Officer Fang Chen reported a sale of 234 shares of Class A Common Stock on 2026-08-07 at a weighted average price of $5.0154 per share, with block-trade prices ranging from $4.96 to $5.07. The company states these shares were sold solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units through a "sell to cover" transaction. After this tax-related sale, Chen directly holds 1,256,924 shares of Class A Common Stock.

Insider Trade Summary

Net Seller: 234 shares

Net Sell 1 txn

Insider Fang Chen

Role Chief Revenue Officer

Sold 234 shs ($1K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	234	$5.0154	$1K

Holdings After Transaction: Class A Common Stock — 1,256,924 shares (Direct)

Footnotes (2)

1. F1. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
2. F2. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $4.96 to $5.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trades.

Key Figures

Shares sold: 234 shares Weighted average sale price: $5.0154 per share Shareholding after transaction: 1,256,924 shares +2 more

5 metrics

Shares sold 234 shares Class A Common Stock sold on 2026-08-07 to cover tax withholding

Weighted average sale price $5.0154 per share Block trades ranging from $4.96 to $5.07 per share

Shareholding after transaction 1,256,924 shares Directly held Class A Common Stock following the 2026-08-07 sale

Net shares sold 234 shares Net-sell direction across all reported transactions in this Form 4

Number of sell transactions 1 Single reported non-derivative sale transaction

Key Terms

sell to cover, weighted average price, restricted stock units, tax withholding obligations

4 terms

sell to cover financial

"to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in this line item is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BITGO (BTGO) report for Fang Chen?

BITGO reported that Fang Chen, its Chief Revenue Officer and director, sold 234 shares of Class A Common Stock on 2026-08-07 in a tax-related transaction.

At what price were Fang Chen's BTGO shares sold in this Form 4?

The reported weighted average price was $5.0154 per share, with shares sold in block trades at prices ranging from $4.96 to $5.07 per share.

Why did Fang Chen sell BTGO shares in this filing?

The company states the 234 shares were sold solely to cover tax withholding obligations related to the vesting and settlement of restricted stock units via a "sell to cover" arrangement.

How many BTGO shares does Fang Chen hold after this transaction?

Following the tax-related sale, Fang Chen directly holds 1,256,924 shares of BITGO Class A Common Stock, as reported in the Form 4 filing.

Was Fang Chen’s BTGO share sale under a Rule 10b5-1 plan?

The filing does not indicate use of a Rule 10b5-1 trading plan; the document-level checkbox is marked as not affirming transactions under such a plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 06:10 PM Accepted by SEC EDGAR 08/11/2026 - 06:10 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fang Chen

(Last) (First) (Middle)

C/O BITGO HOLDINGS, INC.

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

(Street)

SIOUX FALLS SOUTH DAKOTA 57103

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/07/2026		S(1)		234	D	$5.0154(2)	1,256,924	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

2. The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $4.96 to $5.07, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trades.

	/s/ Edward Reginelli, Attorney-in-Fact	08/11/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)