STOCK TITAN

Securitize (SECZ) CFO granted common shares and multi-year stock options

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

Rhea-AI Filing Summary

Securitize Corp. Chief Financial Officer Jose Francisco Flores Junco reported equity awards tied to the completion of mergers under a Business Combination Agreement. He acquired 19,864 Common Shares at no cost, bringing one direct holding to 20,328 shares, and a separate 464-share direct position.

He was also granted stock options to buy 222,196 Common Shares at $0.59 per share expiring on February 28, 2035, plus additional option blocks of 43,995 shares at $0.38, 88,877 shares at $0.39, and 88,878 shares at $0.32 with expirations through July 25, 2034. Footnotes state these options were received in exchange for prior Securitize, Inc. options and include Earnout Shares that may vest if volume-weighted average price targets of $15.00, $20.00, and $25.00 are achieved by July 1, 2031.

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Insider Flores Junco Jose Francisco
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Stock Options (Right to Buy) 88,878 $0.00 --
Grant/Award Stock Options (Right to Buy) 88,877 $0.00 --
Grant/Award Stock Options (Right to Buy) 43,995 $0.00 --
Grant/Award Stock Options (Right to Buy) 222,196 $0.00 --
Grant/Award Common Shares 464 $0.00 --
Grant/Award Common Shares 19,864 $0.00 --
Holdings After Transaction: Stock Options (Right to Buy) — 88,878 shares (Direct); Common Shares — 464 shares (Direct)
Footnotes (1)
  1. Represents common shares of Securitize Corp. ("Issuer", and such shares, "Common Shares") received in exchange for shares of common stock of Securitize, Inc. ("Securitize", and such shares, "Securitize Common Shares") in connection with the mergers (the "Mergers") contemplated by that certain business combination agreement, dated as of October 27, 2025, by and between Issuer, Securitize, Cantor Equity Partners II, Inc. and certain other parties thereto (the "Business Combination Agreement"). On July 1, 2026, Issuer Changed its name to Securitize Corp from Securitize Holdings, Inc. The Mergers were consummated on July 1, 2026. The number reported also includes 20 restricted Common Shares that may become earned and delivered pursuant to the earnout provided for in the Business Combination Agreement (the "Earnout Shares"). The Earnout Shares will generally be earned one-third on the date that the 20-day volume-weighted average price per Common Share attains $15.00, $20.00 and $25.00 over a 30-trading day period during the period beginning 90-days after the closing of the Mergers and ending on July 1, 2031 (the "Earnout"). Represents Earnout Shares that may become earned and delivered pursuant to the Earnout in respect of the reporting person's options to acquire shares of Securitize Common Stock held immediately prior to the Mergers. Represents options to acquire Common Shares received by the reporting person in exchange for options to acquire shares of Securitize Common Stock in connection with the Mergers. As of July 1, 2026, 38,884 options were vested and exercisable, with 49,994 of these options remaining unvested. These unvested options will vest as to 5,555 Common Shares each quarter. As of July 1, 2026, 83,323 options were vested and exercisable, with 5,554 of these options remaining unvested. These unvested options will vest as to 5,555 Common Shares each quarter. As of July 1, 2026, these options were vested and exercisable. As of July 1, 2026, 69,436 options were vested and exercisable, with 152,760 of these options remaining unvested. These unvested options will vest as to 13,887 Common Shares each quarter.
Common Shares grant 19,864 shares Common Shares acquired at $0.00 on July 1, 2026
Direct holding after grant 20,328 shares Common Shares directly held following one grant
Additional share position 464 shares Separate direct Common Share holding after award
Option grant 2035 222,196 options at $0.59 Options to buy Common Shares expiring February 28, 2035
Option grant 2031 43,995 options at $0.38 Options expiring July 13, 2031
Option grant 2032 88,877 options at $0.39 Options expiring July 17, 2032
Option grant 2034 88,878 options at $0.32 Options expiring July 25, 2034
Vested options block 83,323 options vested As of July 1, 2026 under one grant, with 5,554 unvested
Business Combination Agreement financial
"contemplated by that certain business combination agreement, dated as of October 27, 2025"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Earnout Shares financial
"The number reported also includes 20 restricted Common Shares that may become earned and delivered pursuant to the earnout"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
volume-weighted average price financial
"the 20-day volume-weighted average price per Common Share attains $15.00, $20.00 and $25.00"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Stock Options (Right to Buy financial
"security_title": "Stock Options (Right to Buy)""
vested and exercisable financial
"As of July 1, 2026, these options were vested and exercisable"
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FAQ

What insider transactions did Securitize (SECZ) report for its CFO?

The CFO reported awards of Common Shares and stock options, all coded as acquisitions. He received 19,864 Common Shares plus a 464-share position and several large option grants in connection with completed mergers and an exchange of prior Securitize, Inc. equity awards.

Were the Securitize (SECZ) CFO’s Form 4 transactions open-market buys or sales?

The transactions were equity grants and exchanges, not open-market trades. All entries use code A for awards or other acquisitions, with zero transaction price per share, indicating compensation and merger-related allocations rather than discretionary buying or selling in the market.

What stock option grants did the Securitize (SECZ) CFO receive?

He received options for 222,196 Common Shares at $0.59, expiring February 28, 2035, plus 43,995 at $0.38, 88,877 at $0.39, and 88,878 at $0.32. These options were issued in exchange for prior Securitize, Inc. options following consummation of the mergers.

How many Securitize (SECZ) common shares does the CFO hold after these grants?

After the grants, one reported direct holding shows 20,328 Common Shares, and another separate direct position shows 464 Common Shares. Both positions were acquired at no cash cost as part of the equity awards linked to the business combination and related earnout structure.

What are the earnout terms mentioned in the Securitize (SECZ) CFO filing?

The filing references Earnout Shares that may be earned in thirds if the 20-day volume-weighted average price per Common Share reaches $15.00, $20.00, and $25.00 over 30 trading days between 90 days after merger closing and July 1, 2031, as described in the Business Combination Agreement.

What does the Securitize (SECZ) Form 4 say about option vesting for the CFO?

Footnotes state that, as of July 1, 2026, certain option blocks are already vested and exercisable, while others are unvested and scheduled to vest in quarterly installments, including tranches of 5,555 or 13,887 Common Shares per quarter under different option grants.
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*
Flores Junco Jose Francisco

(Last)(First)(Middle)
78 SW 7TH STREET, SUITE 500

(Street)
MIAMI FLORIDA 33130

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Securitize Corp. [ SECZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
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
Common Shares07/01/2026A464(1)(2)A(1)(2)464D
Common Shares07/01/2026A19,864(3)A(3)20,328D
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
Stock Options (Right to Buy)$0.3207/01/2026A88,878(4) (5)07/25/2034Common Shares88,878(4)88,878D
Stock Options (Right to Buy)$0.3907/01/2026A88,877(4) (6)07/17/2032Common Shares88,877(4)88,877D
Stock Options (Right to Buy)$0.3807/01/2026A43,995(4) (7)07/13/2031Common Shares43,995(4)43,995D
Stock Options (Right to Buy)$0.5907/01/2026A222,196(4) (8)02/28/2035Common Shares222,196(4)222,197D
Explanation of Responses:
1. Represents common shares of Securitize Corp. ("Issuer", and such shares, "Common Shares") received in exchange for shares of common stock of Securitize, Inc. ("Securitize", and such shares, "Securitize Common Shares") in connection with the mergers (the "Mergers") contemplated by that certain business combination agreement, dated as of October 27, 2025, by and between Issuer, Securitize, Cantor Equity Partners II, Inc. and certain other parties thereto (the "Business Combination Agreement"). On July 1, 2026, Issuer Changed its name to Securitize Corp from Securitize Holdings, Inc.
2. The Mergers were consummated on July 1, 2026. The number reported also includes 20 restricted Common Shares that may become earned and delivered pursuant to the earnout provided for in the Business Combination Agreement (the "Earnout Shares"). The Earnout Shares will generally be earned one-third on the date that the 20-day volume-weighted average price per Common Share attains $15.00, $20.00 and $25.00 over a 30-trading day period during the period beginning 90-days after the closing of the Mergers and ending on July 1, 2031 (the "Earnout").
3. Represents Earnout Shares that may become earned and delivered pursuant to the Earnout in respect of the reporting person's options to acquire shares of Securitize Common Stock held immediately prior to the Mergers.
4. Represents options to acquire Common Shares received by the reporting person in exchange for options to acquire shares of Securitize Common Stock in connection with the Mergers.
5. As of July 1, 2026, 38,884 options were vested and exercisable, with 49,994 of these options remaining unvested. These unvested options will vest as to 5,555 Common Shares each quarter.
6. As of July 1, 2026, 83,323 options were vested and exercisable, with 5,554 of these options remaining unvested. These unvested options will vest as to 5,555 Common Shares each quarter.
7. As of July 1, 2026, these options were vested and exercisable.
8. As of July 1, 2026, 69,436 options were vested and exercisable, with 152,760 of these options remaining unvested. These unvested options will vest as to 13,887 Common Shares each quarter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Jerome Roche, attorney-in-fact for Francisco Flores07/06/2026
** 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)