Valor funds shift BitGo (BTGO) preferred holdings into Class A common shares

Rhea-AI Filing Summary

BitGo Holdings, Inc. major shareholder entities affiliated with Valor reported automatic conversions of preferred stock into Class A common stock on January 23, 2026, coinciding with the closing of BitGo’s initial public offering. Each share of Series Seed, Series B, Series B-3 and Series C-2 Preferred Stock converted into one share of Class A Common Stock with no expiration date.

Following these conversions, Valor-related entities reported direct beneficial ownership positions including 9,201,725, 613,048, 1,736,377, 37,755 and 949,703 shares of Class A Common Stock in separate holdings. The preferred stock positions in these series were reduced to zero as they were fully converted into common shares held of record by Valor Digital Investments, LLC and various Valor Equity Partners funds.

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 EQUITY PARTNERS VI 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^*

VALOR EQUITY PARTNERS VI-A 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^*

VALOR EQUITY PARTNERS VI-B 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^*

Valor Equity Associates VI 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^*

VALOR EQUITY PARTNERS IV 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^*

VALOR EQUITY PARTNERS IV-A 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^*

VALOR EQUITY PARTNERS IV-B 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^*

Valor Equity Associates IV 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^*

Valor Equity Capital IV 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)

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 Equity Partners VI L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Partners VI-A, L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Partners VI-B, L.P., By: Valor Equity Associates VI L.P., its general partner, By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Partners IV, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Associates VI L.P., By: Valor Equity Capital VI LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Partners IV-A, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Partners IV-B, L.P., By: Valor Equity Associates IV L.P., its general partner, By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Associates IV L.P., By: Valor Equity Capital IV LLC, its general partner, By: Valor Management L.P., its managing member, By: /s/ Antonio Gracias, CEO	01/27/2026
	Valor Equity Capital IV LLC By: Valor Management L.P., its managing member By: /s/ Antonio Gracias, CEO	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did the Valor funds report in BitGo Holdings (BTGO)?

Valor-affiliated funds reported automatic conversions of preferred stock into BitGo Class A common shares. On January 23, 2026, multiple series of preferred stock converted one-for-one into Class A common stock in connection with BitGo’s initial public offering, eliminating those preferred positions.

How many BitGo Class A shares did Valor-related entities report after the conversions?

Valor-related entities reported several distinct Class A stakes after conversion. Reported holdings include 9,201,725, 613,048, 1,736,377, 37,755 and 949,703 Class A shares in separate positions, reflecting the replacement of prior preferred holdings with common stock.

Which BitGo securities were converted by the Valor funds on January 23, 2026?

The Valor funds converted multiple preferred stock series into BitGo Class A shares. Series Seed Preferred, Series B Preferred, Series B-3 Preferred and Series C-2 Preferred Stock all automatically converted into Class A Common Stock upon the closing of BitGo’s initial public offering.

Were BitGo preferred share positions eliminated for the Valor funds in this Form 4?

Yes, the reported preferred stock positions were reduced to zero. After the automatic one-for-one conversion into Class A Common Stock, the Series Seed, Series B, Series B-3 and Series C-2 Preferred holdings reported by the Valor funds no longer showed remaining balances.

Who holds record ownership of the converted BitGo shares reported by the Valor entities?

The shares are held of record by Valor Digital Investments and various Valor Equity Partners funds. Footnotes specify separate record ownership by Valor Digital Investments, LLC Series 1 and Series 2, and several Valor Equity Partners VI and related limited partnerships.

What triggered the automatic conversion of BitGo preferred shares held by Valor funds?

The conversion was triggered by the closing of BitGo’s initial public offering. The Form 4 notes that each share of the specified preferred stock series automatically converted into one Class A Common share immediately upon the IPO’s closing, with no stated expiration date.