Merger triggers major equity grants for Securitize (SECZ) president Redfearn

Rhea-AI Filing Summary

Securitize Corp. director and president Brett Wilson Redfearn reported equity awards tied to the company’s merger transaction. He received two grants of Common Shares at no cost, one for 11,918 shares and another for 92,850 shares, reported as compensation-related acquisitions rather than market purchases. Following one grant, a reported account held 104,768 common shares. He also received options to buy 222,197 Common Shares at an exercise price of $0.38 per share, expiring on September 29, 2031, and options on 44,439 shares at $1.12 per share, expiring on October 15, 2035. Footnotes explain these awards were issued in exchange for prior Securitize, Inc. equity in connection with consummation of the mergers on July 1, 2026. As of that date, some options were already vested and exercisable, while others were unvested and scheduled to vest 25% on October 15, 2026, with additional quarterly vesting. The filing also notes 3,972 restricted Common Shares that may be earned as “Earnout Shares” if future share-price hurdles of $15.00, $20.00 and $25.00 are met over specified 30-trading-day periods through July 1, 2031.

Insights

Equity compensation and governance analyst

Routine merger-related equity awards increase the president’s share and option exposure.

The filing shows Brett Wilson Redfearn receiving common shares and stock options as part of the completed business combination. All transactions use code A, indicating grants or awards, not open‑market buying or selling, so they primarily reflect compensation and deal mechanics.

He reports new direct ownership of common shares and sizable option positions with exercise prices of $0.38 and $1.12 per share, expiring in 2031 and 2035. Some options are already exercisable, while others vest starting on October 15, 2026 in scheduled installments, aligning incentives over multiple years.

The filing also describes up to 3,972 Earnout Shares that depend on the stock sustaining volume‑weighted average prices of $15.00, $20.00 and $25.00 during specified periods through July 1, 2031. These conditions tie a portion of potential equity to longer‑term share‑price performance.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Redfearn Brett Wilson

Role President

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy)	44,439	$0.00	--
Grant/Award	Stock Options (Right to Buy)	222,197	$0.00	--
Grant/Award	Common Shares	92,850	$0.00	--
Grant/Award	Common Shares	11,918	$0.00	--

Holdings After Transaction: Stock Options (Right to Buy) — 44,439 shares (Direct, null); Common Shares — 92,850 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 3,972 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 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, these options were unvested and will vest 25% on 10/15/2026 and in 6.25% quarterly installments thereafter. As of July 1, 2026, these options were vested and exercisable.

Key Figures

Common share grant 1: 11,918 shares Common share grant 2: 92,850 shares Options at $0.38: 222,197 options at $0.38/share +4 more

7 metrics

Common share grant 1 11,918 shares Common Shares, grant/award on July 1, 2026

Common share grant 2 92,850 shares Common Shares, grant/award on July 1, 2026

Options at $0.38 222,197 options at $0.38/share Exercise price, expires September 29, 2031

Options at $1.12 44,439 options at $1.12/share Exercise price, expires October 15, 2035

Shares after grant line 104,768 shares Direct Common Shares after 11,918-share grant

Earnout Shares 3,972 restricted shares May be earned under price-based earnout to July 1, 2031

Earnout price hurdles $15.00, $20.00, $25.00 VWAP 20-day VWAP targets for earnout tranches

Key Terms

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

5 terms

Earnout Shares financial

"The number reported also includes 3,972 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 financial

"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

"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"

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.

restricted Common Shares financial

"The number reported also includes 3,972 restricted Common Shares that may become earned and delivered"

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.

Stock Options (Right to Buy financial

"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."

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FAQ

What equity awards did Securitize (SECZ) president Brett Wilson Redfearn report?

He reported grants of Common Shares and stock options. Awards included 11,918 and 92,850 common shares at no cost and options on 222,197 and 44,439 shares with exercise prices of $0.38 and $1.12, respectively, received in connection with completed mergers.

Were the Securitize (SECZ) transactions open-market buys or compensation grants?

They were compensation-related grants, not market purchases. All transactions carry code A, defined as a grant, award, or other acquisition. Shares and options were received in exchange for prior Securitize, Inc. equity as part of the mergers, rather than bought on the open market.

What stock option terms were disclosed for Securitize (SECZ) president Brett Wilson Redfearn?

He received options on 222,197 Common Shares at $0.38 per share expiring September 29, 2031, and 44,439 shares at $1.12 per share expiring October 15, 2035. Some options were vested and exercisable as of July 1, 2026, while others vest over time.

How do the Securitize (SECZ) earnout shares for Brett Wilson Redfearn work?

The filing notes 3,972 restricted Common Shares that may be earned as Earnout Shares. They vest in one‑third increments if the 20‑day volume‑weighted average price reaches $15.00, $20.00, and $25.00 during specified 30‑day trading periods ending by July 1, 2031.

How many Securitize (SECZ) common shares does Brett Wilson Redfearn hold after these grants?

One reported line shows direct ownership of 104,768 Common Shares following a grant of 11,918 shares. Another line reports a separate grant of 92,850 Common Shares. These positions reflect equity received in connection with the mergers described in the filing’s footnotes.

What vesting schedule applies to part of Brett Wilson Redfearn’s Securitize (SECZ) options?

As of July 1, 2026, some options were unvested and scheduled to vest 25% on October 15, 2026, then in 6.25% quarterly installments thereafter. Another tranche of options was already vested and exercisable on that date, according to the filing footnotes.

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^*

Redfearn Brett Wilson

(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
X	Officer (give title below)		Other (specify below)
	President

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		92,850(1)(2)	A	(1)(2)	92,850	D
Common Shares	07/01/2026		A		11,918(3)	A	$0	104,768	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
Stock Options (Right to Buy)	$1.12	07/01/2026		A		44,439(4)		(5)	10/15/2035	Common Shares	44,439	(4)	44,439	D
Stock Options (Right to Buy)	$0.38	07/01/2026		A		222,197(4)		(5)	09/29/2031	Common Shares	222,197	(4)	222,197	D

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 3,972 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 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.

4. As of July 1, 2026, these options were unvested and will vest 25% on 10/15/2026 and in 6.25% quarterly installments thereafter.

5. As of July 1, 2026, these options were vested and exercisable.

	/s/ Jerome Roche, attorney-in-fact for Brett Redfearn	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)