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  4. [Form 4] BITGO HOLDINGS, INC. Insider Trading Activity

Bitgo Holdings (BTGO) CFO sells small share amounts to cover RSU taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BITGO HOLDINGS, INC. CFO Edward Reginelli reported small transactions in Class A Common Stock related to restricted stock unit (RSU) vesting and tax obligations. He sold 185 shares in open-market block trades on June 11, 2026 and July 8, 2026 to cover tax withholding liabilities in connection with RSU vesting, and 263 shares were withheld by the issuer for tax withholding through net settlement of RSUs. Following these transactions, he directly holds 591,510 Class A Common shares.

Positive

  • None.

Negative

  • None.

Insights

CFO’s trades are routine, tax-driven RSU withholding, not discretionary selling.

CFO Edward Reginelli recorded two small open-market sales totaling 185 Class A shares on June 11, 2026 and July 8, 2026 at prices around $5 per share. Footnotes state these sales were executed to satisfy tax withholding obligations arising from RSU vesting via a “sell to cover” arrangement, not as discretionary portfolio moves.

In addition, 263 shares were withheld by the issuer to cover taxes through net settlement of RSUs, a non-market disposition. After all transactions, Reginelli still directly owns 591,510 shares, so the reported activity represents a very small portion of his position and appears to be routine equity-compensation and tax management.

Insider Reginelli Edward
Role CFO
Sold 185 shs ($933.35)
Type Security Shares Price Value
Sale Class A Common Stock 94 $4.9737 $467.53
Sale Class A Common Stock 91 $5.1189 $465.82
Tax Withholding Class A Common Stock 88 $11.87 $1K
Tax Withholding Class A Common Stock 175 $8.41 $1K
Holdings After Transaction: Class A Common Stock — 591,510 shares (Direct, null)
Footnotes (1)
  1. The transaction represents the number of shares of Class A Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units ("RSUs"). 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 RSUs. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction. 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 $5.02 to $5.19, 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.
Shares sold Jul 8, 2026 94 shares Open-market sale of Class A Common Stock at $4.9737 per share
Shares sold Jun 11, 2026 91 shares Open-market sale of Class A Common Stock at $5.1189 per share
Tax-withheld shares (F code) 263 shares Shares withheld or delivered to satisfy RSU-related tax liabilities
Shares withheld Apr 6, 2026 175 shares Issuer withheld Class A shares at $8.4100 for tax withholding on RSUs
Shares withheld May 6, 2026 88 shares Issuer withheld Class A shares at $11.8700 for tax withholding on RSUs
Post-transaction holdings 591,510 shares Class A Common Stock directly owned by CFO after the latest transaction
Weighted average sale price Jun 11, 2026 $5.1189 per share Part of block trades within a $5.02–$5.19 price range
Weighted average sale price Jul 8, 2026 $4.9737 per share Open-market sale price for 94 shares of Class A Common Stock
restricted stock units ("RSUs") financial
"in connection with the net settlement of restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
sell to cover financial
"obligations 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.
block trades financial
"These shares were sold as part of block trades for multiple security holders"
A block trade is a single, large buy or sell of shares or bonds arranged privately between big traders rather than piecemeal on the public market. Think of it like buying a whole shipment at once instead of many small shopping trips; it lets large holders move big positions with less immediate disruption but can signal strong buying or selling pressure and cause price swings once the trade is known, so investors watch block trades for clues about market sentiment and liquidity.
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did BTGO CFO Edward Reginelli report in this Form 4?
CFO Edward Reginelli reported small transactions in Class A Common Stock tied to RSU vesting and tax obligations, including open-market sales and issuer share withholding for taxes.

How many BTGO shares did the CFO sell to cover taxes?
He sold a total of 185 shares of Class A Common Stock in open-market block trades, with footnotes explaining the sales were made to cover RSU-related tax withholding obligations.

How many BTGO shares were withheld for the CFO’s tax obligations?
A total of 263 shares of Class A Common Stock were withheld by the issuer to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units.

What is the CFO’s remaining BTGO shareholding after these transactions?
After the reported sales and tax-withholding dispositions, CFO Edward Reginelli directly holds 591,510 shares of BITGO HOLDINGS, INC. Class A Common Stock.

Were the BTGO CFO’s share sales discretionary or for tax purposes?
Footnotes state the sales were made to cover tax withholding obligations in connection with RSU vesting through a “sell to cover” transaction, indicating tax-driven rather than discretionary selling.

At what prices were the BTGO shares sold in the CFO’s transactions?
Shares were sold at weighted average prices of about $5.12 on June 11, 2026 and $4.97 on July 8, 2026, within disclosed block-trade price ranges.
SEC Form 4
FORM 4UNITED 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*
Reginelli Edward
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/06/2026F(1)175D$8.41591,783D
Class A Common Stock05/06/2026F(1)88D$11.87591,695D
Class A Common Stock06/11/2026S(2)91D$5.1189(3)591,604D
Class A Common Stock07/08/2026S(2)94D$4.9737591,510D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The transaction represents the number of shares of Class A Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units ("RSUs").
2. 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 RSUs. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
3. 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 $5.02 to $5.19, 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 Reginelli07/10/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR