BitGo (BTGO) director Murray Brian converts 1,675 preferred shares to Class A

Rhea-AI Filing Summary

BitGo Holdings director Murray Brian reported a share conversion. On January 23, 2026, he converted 1,675 shares of Series B-3 Preferred Stock into 1,675 shares of Class A Common Stock at a stated price of $0 per share.

After this transaction, he directly owned 3,109 shares of Class A Common Stock. The filing notes that each series of the company’s preferred stock automatically converts into Class A Common Stock upon the closing of BitGo’s initial public offering and has no expiration date.

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

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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^*

Murray Brian

(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. 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. 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 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	01/23/2026		C		1,675	A	(1)	3,109	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
Series B-3 Preferred Stock	(1)	01/23/2026		C			1,675	(1)	(1)	Class A Common Stock	1,675	$0	0	D

Explanation of Responses:

1. Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series C Preferred Stock, Series C-1 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.

	/s/ Edward Reginelli, Attorney-in-Fact	01/27/2026
	** 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.

FAQ

What insider transaction did BTGO director Murray Brian report on this Form 4?

Director Murray Brian reported converting 1,675 shares of Series B-3 Preferred Stock into 1,675 shares of BitGo Class A Common Stock. The transaction was coded “C” for conversion and carried a stated price of $0 per share in the disclosure.

How many BitGo (BTGO) Class A shares does Murray Brian own after the reported transaction?

After the reported conversion, Murray Brian directly owns 3,109 shares of BitGo’s Class A Common Stock. This figure reflects his beneficial ownership immediately following the exchange of 1,675 Series B-3 Preferred shares into an equal number of Class A shares.

What type of security did Murray Brian convert into BitGo (BTGO) Class A Common Stock?

He converted shares of Series B-3 Preferred Stock into BitGo Class A Common Stock. Specifically, 1,675 derivative securities labeled as Series B-3 Preferred Stock were converted into 1,675 underlying Class A shares, with the derivative position shown as zero afterward.

What does the BitGo (BTGO) Form 4 say about preferred stock conversion terms?

The disclosure states that each share of the company’s listed preferred stock series automatically converts into one share of Class A Common Stock upon the closing of BitGo’s initial public offering. These preferred shares have no expiration date under the terms described.

Is the reported BitGo (BTGO) insider transaction a purchase or a sale?

The transaction is reported as a conversion, not an open-market purchase or sale. Code “C” indicates an exchange of 1,675 Series B-3 Preferred shares into 1,675 Class A Common shares at a stated price of $0, with ownership remaining direct.

What role does Murray Brian hold at BitGo (BTGO) according to this filing?

Murray Brian is identified as a director of BitGo Holdings, Inc. The relationship section of the disclosure indicates he is a director, not an officer or ten percent owner, and the Form 4 is filed for him as a single reporting person.