Bitgo (NASDAQ: BTGO) CEO details RSU tax withholding, share exchanges

Rhea-AI Filing Summary

Bitgo Holdings CEO Michael Belshe, who is also a director and 10% owner, reported several equity-related transactions in Bitgo Holdings, Inc. Class A and Class B Common Stock. On January 21, 2026, 127,613 shares of Class A Common Stock were withheld at $18 per share to cover tax obligations tied to the net settlement of restricted stock units, leaving 872,387 Class A shares beneficially owned directly.

On various dates in September 2025, Belshe reported multiple transactions coded "J" under which he elected to exchange different series of Bitgo preferred and common stock into Class B Common Stock pursuant to an Equity Exchange Rights Agreement. Each Class B share is convertible into one Class A share. Following these exchanges, he holds Class B both directly and indirectly through a series of family trusts for which he serves as trustee, with individual trust positions including blocks such as 910,489 and 723,589 Class B shares.

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

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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^*

Belshe Michael

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President, CTO

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	01/21/2026		F(1)		127,613	D	$18	872,387	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
Class B Common Stock	(2)	09/30/2025		J/K(3)		4,188		(2)	(2)	Class A Common Stock	4,188	(2)	4,188	D
Class B Common Stock	(2)	09/30/2025		J/K(4)		23,167		(2)	(2)	Class A Common Stock	23,167	(2)	27,355	D
Class B Common Stock	(2)	09/30/2025		J/K(5)		1,064,405		(2)	(2)	Class A Common Stock	1,064,405	(2)	1,091,760	D
Class B Common Stock	(2)	09/30/2025		J/K(6)		1,227,310		(2)	(2)	Class A Common Stock	1,227,310	(2)	2,319,070	D
Class B Common Stock	(2)	09/30/2025		J/K(5)		910,489		(2)	(2)	Class A Common Stock	910,489	(2)	910,489	I	By Trust(7)
Class B Common Stock	(2)	09/30/2025		J/K(5)		723,589		(2)	(2)	Class A Common Stock	723,589	(2)	723,589	I	By Trust(8)
Class B Common Stock	(2)	09/30/2025		J/K(5)		910,489		(2)	(2)	Class A Common Stock	910,489	(2)	910,489	I	By Trust(9)
Class B Common Stock	(2)	09/30/2025		J/K(5)		723,589		(2)	(2)	Class A Common Stock	723,589	(2)	723,589	I	By Trust(10)
Class B Common Stock	(2)	09/30/2025		J/K(5)		910,489		(2)	(2)	Class A Common Stock	910,489	(2)	910,489	I	By Trust(11)
Class B Common Stock	(2)	09/30/2025		J/K(5)		723,589		(2)	(2)	Class A Common Stock	723,589	(2)	723,589	I	By Trust(12)
Class B Common Stock	(2)	09/23/2025		J/K(5)		910,489		(2)	(2)	Class A Common Stock	910,489	(2)	910,489	I	By Trust(13)
Class B Common Stock	(2)	09/30/2025		J/K(5)		723,589		(2)	(2)	Class A Common Stock	723,589	(2)	723,589	I	By Trust(14)

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.

2. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.

3. The Reporting Person elected to exchange shares of the Issuer's Series B-3 Preferred Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.

4. The Reporting Person elected to exchange shares of the Issuer's Series Seed Preferred Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.

5. The Reporting Person elected to exchange shares of the Issuer's Class F Common Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.

6. The Reporting Person elected to exchange shares of the Issuer's Common Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.

7. These shares are held by The AB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

8. These shares are held by The AB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

9. These shares are held by The CB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

10. These shares are held by The CB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

11. These shares are held by The CW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

12. These shares are held by The CW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

13. These shares are held by The ZW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

14. These shares are held by The ZW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

	/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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did BTGO CEO Michael Belshe report on this Form 4?

Belshe reported that 127,613 shares of Bitgo Holdings Class A Common Stock were withheld on January 21, 2026 at $18 per share to satisfy tax withholding on restricted stock units, and he also reported multiple exchanges in September 2025 of preferred and common stock into Class B Common Stock.

Was the 127,613-share BTGO transaction an open-market sale?

No. The filing states the 127,613 Class A shares were withheld by the issuer to cover tax withholding liabilities from the net settlement of restricted stock units, rather than sold in an open-market trade.

How many Bitgo Class A shares does Michael Belshe own after the reported RSU settlement?

After the January 21, 2026 tax withholding transaction, Belshe beneficially owns 872,387 shares of Bitgo Holdings Class A Common Stock directly.

What is the significance of the Class B Common Stock in BTGO for Michael Belshe?

The filing notes that each Class B Common Stock share is convertible into one Class A share at the holder’s election or upon specified transfers or events. Belshe reported several exchanges into Class B shares and holds these both directly and through family trusts.

How are family trusts involved in Michael Belshe’s BTGO holdings?

Multiple blocks of Class B Common Stock, including holdings such as 910,489 and 723,589 shares, are reported as indirectly owned "By Trust." Footnotes explain these are various Belshe/Xu Family 2021 Irrevocable Trusts for which Belshe serves as trustee.

What do the "J" transaction codes mean in Michael Belshe’s BTGO Form 4?

The "J"-coded transactions reflect Belshe’s elections to exchange series of Bitgo preferred and common stock (including Series B-3 Preferred, Series Seed Preferred, Class F Common, and Common Stock) for Class B Common Stock under an Equity Exchange Rights Agreement with the issuer.