Valor-linked holders convert BitGo (BTGO) preferred shares into Class A stock at IPO

Rhea-AI Filing Summary

BitGo Holdings (BTGO) insiders reported conversions of preferred stock into Class A common shares in connection with the company’s initial public offering. On January 23, 2026, entities affiliated with the Valor funds converted multiple series of preferred stock into Class A common stock at a conversion price of $0 per share, reflecting the automatic one-for-one conversion that occurred when the IPO closed.

The filing shows Valor-related holders as record owners of the resulting Class A shares, including 9,201,725 Class A shares and several smaller blocks such as 649,193 Class A shares, following these conversions. The preferred stock positions reported in Table II all dropped to zero after being converted into common stock, with no derivative securities remaining from these series.

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^*

Valor Digital Investments, LLC

(Last) (First) (Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO IL 60607

(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)

	Director	X	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)

	Form filed by One Reporting Person
X	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		9,201,725	A	(1)	9,201,725	D(2)
Class A Common Stock	01/23/2026		C		330,277	A	(1)	613,048	D(3)
Class A Common Stock	01/23/2026		C		1,175,180	A	(1)	1,736,377	D(4)
Class A Common Stock	01/23/2026		C		26,140	A	(1)	37,755	D(5)
Class A Common Stock	01/23/2026		C		649,193	A	(1)	949,703	D(6)

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 Seed Preferred Stock	(1)	01/23/2026		C			229,502	(1)	(1)	Class A Common Stock	229,502	$0	0	D(4)
Series Seed Preferred Stock	(1)	01/23/2026		C			4,763	(1)	(1)	Class A Common Stock	4,763	$0	0	D(5)
Series Seed Preferred Stock	(1)	01/23/2026		C			122,878	(1)	(1)	Class A Common Stock	122,878	$0	0	D(6)
Series B Preferred Stock	(1)	01/23/2026		C			9,201,725	(1)	(1)	Class A Common Stock	9,201,725	$0	0	D(2)
Series B-3 Preferred Stock	(1)	01/23/2026		C			330,277	(1)	(1)	Class A Common Stock	330,277	$0	0	D(3)
Series B-3 Preferred Stock	(1)	01/23/2026		C			627,672	(1)	(1)	Class A Common Stock	627,672	$0	0	D(4)
Series B-3 Preferred Stock	(1)	01/23/2026		C			12,990	(1)	(1)	Class A Common Stock	12,990	$0	0	D(5)
Series B-3 Preferred Stock	(1)	01/23/2026		C			336,107	(1)	(1)	Class A Common Stock	336,107	$0	0	D(6)
Series C-2 Preferred Stock	(1)	01/23/2026		C			318,006	(1)	(1)	Class A Common Stock	318,006	$0	0	D(4)
Series C-2 Preferred Stock	(1)	01/23/2026		C			8,387	(1)	(1)	Class A Common Stock	8,387	$0	0	D(5)
Series C-2 Preferred Stock	(1)	01/23/2026		C			190,208	(1)	(1)	Class A Common Stock	190,208	$0	0	D(6)

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

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

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

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

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

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

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	01/27/2026
	Valor Management L.P. By: /s/ Antonio Gracias, CEO	01/27/2026
	/s/ Antonio J. Gracias	01/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BTGO report for Valor-related entities on January 23, 2026?

BitGo Holdings reported that Valor-affiliated entities converted several series of preferred stock into Class A common stock on January 23, 2026. These automatic one-for-one conversions occurred at a stated price of $0 per share upon the closing of BitGo’s initial public offering.

Which BitGo (BTGO) securities were converted into Class A common stock in this Form 4?

The Form 4 shows conversions of Series Seed Preferred, Series B Preferred, Series B-3 Preferred, and Series C-2 Preferred stock into BitGo Class A common stock. Each preferred share automatically converted into one Class A share when BitGo’s initial public offering closed, with no expiration date.

How many BitGo (BTGO) Class A shares did Valor-affiliated holders report after the conversions?

Following the January 23, 2026 transactions, Valor-related holders reported positions including 9,201,725 Class A common shares in one block and additional blocks such as 949,703 and 1,736,377 shares. These amounts reflect ownership after the preferred stock automatically converted into Class A common shares.

Were any BitGo (BTGO) preferred stock derivatives left after the reported Form 4 transactions?

After the January 23, 2026 conversions, the filing lists zero derivative securities remaining for the reported preferred stock series. Each reported block of Series Seed, Series B, Series B-3, and Series C-2 Preferred stock converted into BitGo Class A shares, eliminating those preferred positions.

Who holds record ownership of the BitGo (BTGO) shares in this Form 4?

Record ownership is attributed to Valor-related entities, including Valor Digital Investments, LLC Series 1 and Series 2, and the Valor Equity Partners VI, VI-A, and VI-B limited partnerships. The filing explains that these entities are the formal holders of the BitGo Holdings, Inc. shares reported.

What does the BitGo (BTGO) Form 4 say about Antonio Gracias’s beneficial ownership?

The filing states Antonio Gracias may be deemed to share beneficial ownership, under Section 13(d) rules, over BitGo shares held by the Valor funds due to his roles at certain entities. It also notes that he disclaims beneficial ownership except to the extent of his pecuniary interest.