Securitize Corp. (SECZ) director receives 20,111 merger and earnout-linked shares

Rhea-AI Filing Summary

Securitize Corp. director Sunil Sabharwal reported acquiring 20,111 Common Shares. These shares were received in exchange for common stock of Securitize, Inc. as part of mergers completed on July 1, 2026 under a business combination agreement involving Securitize Corp., Securitize, and other parties.

The reported amount includes 860 restricted Common Shares that may be earned later as “Earnout Shares.” These Earnout Shares vest in one-third increments if the 20-day volume-weighted average price per Common Share reaches $15.00, $20.00 and $25.00 over a 30-trading-day period before July 1, 2031.

Insights

Equity compensation and corporate actions analyst

Director equity was issued via merger exchange and earnout, not open-market buying.

This Form 4 shows Sunil Sabharwal, a director of Securitize Corp., acquiring 20,111 Common Shares at a reported price of $0.00 per share. The A-code and footnotes indicate this is a grant/award linked to a completed business combination, not a market purchase.

The shares arose from exchanging Securitize, Inc. common stock into Securitize Corp. Common Shares when the mergers closed on July 1, 2026. The total includes 860 restricted "Earnout Shares" that vest only if the 20-day volume-weighted average price per Common Share hits $15.00, $20.00 and $25.00 within a measurement window ending on July 1, 2031.

Because this is compensation and transaction-related equity rather than open-market buying or selling, it typically carries weaker signaling value for investors. It does, however, clarify the director’s post-merger equity position and highlights that a portion of the stake is performance-based and tied to future share price milestones.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sabharwal Sunil

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	20,111	$0.00	--

Holdings After Transaction: Common Shares — 20,111 shares (Direct, null)

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 860 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").

Key Figures

Shares acquired: 20,111 Common Shares Post-transaction holdings: 20,111 Common Shares Restricted Earnout Shares: 860 Common Shares +4 more

7 metrics

Shares acquired 20,111 Common Shares Grant/award acquisition reported on July 1, 2026

Post-transaction holdings 20,111 Common Shares Total shares owned directly after transaction

Restricted Earnout Shares 860 Common Shares Included in total; subject to earnout conditions

Earnout price hurdle 1 $15.00 per Common Share 20-day VWAP target over 30 trading days

Earnout price hurdle 2 $20.00 per Common Share 20-day VWAP target over 30 trading days

Earnout price hurdle 3 $25.00 per Common Share 20-day VWAP target over 30 trading days

Earnout period end July 1, 2031 Last date for earnout milestones to be met

Key Terms

Business Combination Agreement, Earnout Shares, volume-weighted average price, Common Shares, +1 more

5 terms

Business Combination Agreement financial

"the mergers 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

"860 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.

Common Shares financial

"Represents common shares of Securitize Corp. ("Issuer", and such shares, "Common Shares")"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

restricted Common Shares financial

"The number reported also includes 860 restricted Common Shares that may become earned"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 08:36 PM Accepted by SEC EDGAR 07/06/2026 - 08:36 PM Learn about SEC filing dates

FAQ

What did Securitize Corp. (SECZ) director Sunil Sabharwal report in this Form 4?

He reported acquiring 20,111 Common Shares of Securitize Corp. The shares came from exchanging Securitize, Inc. stock into Securitize Corp. shares in mergers that closed on July 1, 2026, not from open-market purchases.

How many Securitize Corp. (SECZ) shares does Sunil Sabharwal hold after the transaction?

After the reported transaction, he holds 20,111 Securitize Corp. Common Shares. This figure includes both regular shares and 860 restricted Earnout Shares that are subject to future share-price performance conditions through July 1, 2031.

What are the Earnout Shares mentioned in the Securitize Corp. (SECZ) Form 4?

The Earnout Shares are 860 restricted Common Shares included in the 20,111 total. They become 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 before July 1, 2031.

Was the Securitize Corp. (SECZ) Form 4 transaction an open-market stock purchase?

No, it was not an open-market purchase. The Form 4 uses code A for a grant or award, and footnotes explain the shares were received in exchange for Securitize, Inc. stock in completed mergers, with no purchase price paid per share.

How is the Securitize Corp. (SECZ) earnout for Sunil Sabharwal structured?

The earnout covers 860 restricted Common Shares. One-third becomes earned at each of three price hurdles—$15.00, $20.00 and $25.00—if the 20-day volume-weighted average price meets each level over 30 trading days before July 1, 2031.

What corporate event led to the share issuance reported for Securitize Corp. (SECZ)?

The share issuance stems from mergers under a business combination agreement dated October 27, 2025. These mergers were consummated on July 1, 2026, when Securitize Holdings, Inc. also changed its name to Securitize Corp.

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

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^*

Sabharwal Sunil

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/01/2026		A		20,111(1)(2)	A	(1)(2)	20,111	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. 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 860 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").

	/s/ Jerome Roche, attorney-in-fact for Sunil Sabharwal	07/06/2026
	** 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.
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)