BitGo (BTGO) director Brian P. Brooks granted 86,000 Class A shares in pre-IPO awards

Rhea-AI Filing Summary

BitGo Holdings director Brian P. Brooks reported stock awards tied to the company’s upcoming IPO. He was granted 50,000 shares of Class A common stock on August 15, 2025, followed by an additional 36,000 shares on September 6, 2025, both at a stated price of $0 per share. After these transactions, he beneficially owned 86,000 shares of Class A common stock in total.

The filing explains that these awards occurred before BitGo registered its equity under the Exchange Act in connection with its initial public offering and are being reported under Rule 16a-2(a). The grants are described as restricted stock unit awards acquired through exempt transactions with the company, meaning they are part of equity compensation rather than open‑market purchases.

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^*

BROOKS BRIAN P

(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)
08/15/2025

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	08/15/2025(1)(2)		A		50,000	A	$0	50,000	D
Class A Common Stock	09/06/2025(1)(2)		A		36,000	A	$0	86,000	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 transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Exchange Act in connection with the Issuer's initial public offering, and the transaction is reported herein pursuant to Rule 16a-2(a).

2. Represents a restricted stock unit award that was acquired through an exempt transaction with the Issuer.

	/s/ Edward Reginelli, Attorney-in-Fact	01/23/2026
	** 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).
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FAQ

What insider transaction did BTGO director Brian P. Brooks report?

Brian P. Brooks, a director of BitGo Holdings (BTGO), reported awards of Class A common stock tied to restricted stock units. He received 50,000 shares on August 15, 2025 and 36,000 shares on September 6, 2025, bringing his beneficial ownership to 86,000 shares of Class A common stock.

How many BitGo (BTGO) shares does Brian P. Brooks own after the reported Form 4 transactions?

Following the reported equity awards, Brian P. Brooks beneficially owned 86,000 shares of BitGo Holdings Class A common stock, held in direct ownership according to the filing.

Were the BTGO insider transactions by Brian P. Brooks open-market purchases or sales?

No open‑market purchases or sales are shown. The Form 4 describes the transactions as acquisitions (code "A") of Class A common stock at a price of $0 per share, representing restricted stock unit awards acquired through exempt transactions with BitGo Holdings.

Why does the BitGo (BTGO) Form 4 mention the company’s initial public offering?

The explanation notes that the transactions occurred before BitGo registered a class of equity securities under Section 12 of the Exchange Act in connection with its initial public offering. They are reported pursuant to Rule 16a-2(a), which covers certain pre‑registration transactions that must still be disclosed.

What type of equity compensation did BTGO grant to director Brian P. Brooks?

The filing states that the reported grants represent a restricted stock unit award acquired through an exempt transaction with BitGo Holdings. These awards are reported as Class A common stock in the non‑derivative securities table.

Is Brian P. Brooks a 10% owner of BitGo Holdings (BTGO)?

The reporting person is identified as a director of BitGo Holdings and is not checked as a 10% owner in the relationship section. The Form 4 only indicates his role as director and the equity awards he received.