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Blockchain Capital funds gain Securitize Corp. (SECZ) shares via merger earnout

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

Rhea-AI Filing Summary

Blockchain Capital funds associated with director Brad Stephens reported acquiring common shares of Securitize Corp. through a completed merger. On July 1, 2026, three Blockchain Capital investment funds received Securitize Corp. Common Shares in exchange for prior Securitize, Inc. stock as part of mergers under a business combination agreement.

The reported indirect holdings are 1,430,804 Common Shares for Blockchain Capital Parallel IV, LP, 7,154,134 Common Shares for Blockchain Capital IV, LP, and 1,685,957 Common Shares for Blockchain Capital III Digital Liquid Venture Fund, L.P. Footnotes state these amounts include potential earnout shares that may be delivered only if future stock price targets are met by July 1, 2031.

Voting and investment power over the funds’ securities is shared by entities managed by Blockchain Capital, LLC, which is jointly managed by Brad Stephens and another manager. Stephens may be deemed to share indirect control but disclaims beneficial ownership beyond his economic interest.

Positive

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Negative

  • None.

Insights

Indirect fund-level share awards from a merger, not open-market buying.

The filing shows three Blockchain Capital funds acquiring Securitize Corp. common shares via a completed merger, coded as grants/awards rather than purchases. These are non-cash issuances exchanged for prior Securitize, Inc. shares, not fresh open-market buying.

Footnotes explain that a portion of each fund’s reported position consists of contingent Earnout Shares. These will be earned only if the 20-day volume-weighted average price of the stock meets specific thresholds of $15.00, $20.00 and $25.00 before July 1, 2031.

Control over the shares resides at the fund and general-partner level, with Brad Stephens and a co-manager jointly overseeing the managing entity. Because he disclaims beneficial ownership beyond his pecuniary interest, this event is best viewed as a routine structural outcome of the merger rather than a directional insider bet.

Insider STEPHENS WILLIAM BRADFORD
Role null
Type Security Shares Price Value
Grant/Award Common Shares 1,685,957 $0.00 --
Grant/Award Common Shares 7,154,134 $0.00 --
Grant/Award Common Shares 1,430,804 $0.00 --
Holdings After Transaction: Common Shares — 1,685,957 shares (Indirect, Blockchain Capital III Digital Liquid Venture Fund, L.P.)
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"). The Mergers were consummated on July 1, 2026. On July 1, 2026, Issuer changed its name to Securitize Corp. from Securitize Holdings, Inc. The number reported also includes 72,139 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"). The general partner of each of Blockchain Capital III Digital Liquid Venture Fund, LP, Blockchain Capital IV, LP, and Blockchain Capital Parallel IV, LP (collectively, the Blockchain Capital Funds) is BC III DLVF GP, LLC or Blockchain Capital IV GP, LLC, as applicable (the "Blockchain GP Entities"). The managing member of each Blockchain GP Entity is Blockchain Capital, LLC. Blockchain Capital, LLC is jointly managed by Brad Stephens and P. Bartlett Stephens, who share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds. Accordingly, the reporting person may be deemed to have indirect voting and dispositive power over the securities held by the Blockchain Capital Funds. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Blockchain Capital, LLC is 600 Montgomery St, Fl 35, San Francisco, CA, 94111. The number reported also includes 306,112 Earnout Shares that may become earned and delivered pursuant to the Earnout. The number reported also includes 61,221 Earnout Shares that may become earned and delivered pursuant to the Earnout.
Blockchain Capital Parallel IV holding 1,430,804 common shares Indirect position following July 1, 2026 merger
Blockchain Capital IV holding 7,154,134 common shares Indirect position following July 1, 2026 merger
Blockchain Capital III DLVF holding 1,685,957 common shares Indirect position following July 1, 2026 merger
Earnout price hurdles $15.00, $20.00, $25.00 per share 20-day VWAP targets over 30 trading days
Earnout period end July 1, 2031 Final date to satisfy earnout price conditions
Transaction code A (grant/award acquisition) All three non-derivative transactions on July 1, 2026
Earnout Shares financial
"The number reported also includes 72,139 restricted Common Shares that may become earned and delivered pursuant to the earnout provided for in the Business Combination Agreement (the "Earnout Shares")."
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.
Business Combination Agreement regulatory
"in connection with the mergers (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.
volume-weighted average price financial
"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"
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.
pecuniary interest financial
"The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."
dispositive power financial
"share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
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FAQ

What did the Securitize Corp. (SECZ) Form 4 for Brad Stephens report?
The Form 4 reports three Blockchain Capital funds indirectly acquiring Securitize Corp. common shares on July 1, 2026. These shares were received in exchange for Securitize, Inc. stock as part of mergers under a business combination agreement, not through open-market buying.

How many Securitize Corp. shares did the Blockchain Capital funds report holding?
The filing lists 1,430,804 common shares for Blockchain Capital Parallel IV, LP, 7,154,134 common shares for Blockchain Capital IV, LP, and 1,685,957 common shares for Blockchain Capital III Digital Liquid Venture Fund, L.P., all reported as indirect holdings following the merger closings.

What are the earnout share terms mentioned in the Securitize Corp. Form 4?
Some reported holdings include restricted earnout shares that become earned if the 20-day volume-weighted average price per Securitize Corp. share reaches $15.00, $20.00 and $25.00 over 30 trading days between 90 days after closing and July 1, 2031.

Does Brad Stephens directly own the Securitize Corp. shares reported in this Form 4?
No, the shares are held by Blockchain Capital funds, and the filing classifies them as indirect holdings. Entities managed by Blockchain Capital, LLC share voting and dispositive power, and Stephens disclaims beneficial ownership beyond his pecuniary interest in those funds.

Was the Securitize Corp. transaction a purchase or a grant for the Blockchain Capital funds?
The transactions are coded as “A” for grant, award, or other acquisition. The funds received Securitize Corp. common shares in exchange for Securitize, Inc. stock in the completed mergers, rather than purchasing shares in the open market for cash.

Over what period can the Securitize Corp. earnout shares be earned?
Earnout shares may be earned between 90 days after the mergers closed and July 1, 2031. They vest in one-third increments if specific volume-weighted average price targets of $15.00, $20.00 and $25.00 per share are achieved over a 30-trading day period.
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*
STEPHENS WILLIAM BRADFORD
(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)
XDirector10% 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)
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 Shares07/01/2026A1,685,957(1)(2)A(1)1,685,957IBlockchain Capital III Digital Liquid Venture Fund, L.P.(3)
Common Shares07/01/2026A7,154,134(1)(4)A(1)7,154,134IBlockchain Capital IV, LP(3)
Common Shares07/01/2026A1,430,804(1)(5)A(1)1,430,804IBlockchain Capital Parallel IV, LP(2)(3)
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. 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"). The Mergers were consummated on July 1, 2026. On July 1, 2026, Issuer changed its name to Securitize Corp. from Securitize Holdings, Inc.
2. The number reported also includes 72,139 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. The general partner of each of Blockchain Capital III Digital Liquid Venture Fund, LP, Blockchain Capital IV, LP, and Blockchain Capital Parallel IV, LP (collectively, the Blockchain Capital Funds) is BC III DLVF GP, LLC or Blockchain Capital IV GP, LLC, as applicable (the "Blockchain GP Entities"). The managing member of each Blockchain GP Entity is Blockchain Capital, LLC. Blockchain Capital, LLC is jointly managed by Brad Stephens and P. Bartlett Stephens, who share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds. Accordingly, the reporting person may be deemed to have indirect voting and dispositive power over the securities held by the Blockchain Capital Funds. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Blockchain Capital, LLC is 600 Montgomery St, Fl 35, San Francisco, CA, 94111.
4. The number reported also includes 306,112 Earnout Shares that may become earned and delivered pursuant to the Earnout.
5. The number reported also includes 61,221 Earnout Shares that may become earned and delivered pursuant to the Earnout.
/s/ Jerome Roche, attorney-in-fact for Brad Stephens07/06/2026
** 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)

Source: View Original Filing on SEC EDGAR