Securitize Corp (SECZ) CEO discloses 5.4% stake and lock-up terms

Rhea-AI Filing Summary

Carlos Domingo filed a Schedule 13D reporting beneficial ownership of 9,016,960 shares of Securitize Corp. common stock, representing 5.4% of the class. This includes options to purchase 3,097,447 shares exercisable within 60 days of July 8, 2026.

The stake reflects equity received in a July 1, 2026 business combination between Old Securitize and Cantor Equity Partners II, Inc., where Old Securitize securities converted into Securitize Corp. shares at an exchange ratio of approximately 4.4439454. Part of Domingo’s holdings are structured through multiple dynasty LLC trusts over which he has sole voting power.

His shares are subject to lock-up agreements for 180 days from closing, with potential early release of portions if the stock’s VWAP exceeds price thresholds of $15.00, $17.50 and $20.00 for specified trading periods. Domingo is also party to a registration rights agreement giving certain holders shelf and piggy-back registration rights, and has pledged 666,591 shares as collateral for a $3.5 million loan.

Key Figures

Beneficial ownership: 9,016,960 shares Ownership percentage: 5.4% Shares deemed outstanding: 163,218,683 shares +5 more

8 metrics

Beneficial ownership 9,016,960 shares Common stock beneficially owned by Carlos Domingo

Ownership percentage 5.4% Percent of Securitize common stock class represented

Shares deemed outstanding 163,218,683 shares Common stock deemed outstanding as of July 1, 2026

Exercisable options 3,097,447 shares Options exercisable within 60 days of July 8, 2026

Exchange ratio 4.4439454 shares SECZ shares per Old Securitize equity in Business Combination

Loan principal $3.5 million Loan entered December 13, 2025 with James H. Finn Johnson

Pledged shares post-merger 666,591 shares Common stock securing the $3.5 million loan

Lock-up period 180 days Duration from July 1, 2026 closing for Restricted Securities

Key Terms

beneficially owned, Business Combination, Exchange Ratio, Lock-Up Agreements, +2 more

6 terms

beneficially owned financial

"This relates to shares of Common Stock beneficially owned by Carlos Domingo"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Business Combination financial

"On July 1, 2026 (the "Closing Date"), the series of mergers (the "Business Combination")"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Exchange Ratio financial

"a certain number of shares (the "Exchange Ratio") of Common Stock"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Lock-Up Agreements financial

"entered into Lock-Up Agreements with Issuer, pursuant to which such parties agreed"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

registration rights financial

"the RRA Parties are entitled to registration rights in respect of certain shares"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

shelf registration statement regulatory

"file with the SEC a shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

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Available on EDGAR 07/09/2026 - 04:20 PM Accepted by SEC EDGAR 07/09/2026 - 04:20 PM Learn about SEC filing dates

FAQ

How many SECZ shares does Carlos Domingo report owning on Schedule 13D?

Carlos Domingo reports beneficial ownership of 9,016,960 shares of Securitize Corp. (SECZ) common stock, or 5.4% of the class. This total includes options to purchase 3,097,447 shares that are exercisable within 60 days of July 8, 2026.

How did Carlos Domingo acquire his SECZ stake disclosed in this Schedule 13D?

Carlos Domingo acquired his Securitize Corp. (SECZ) stake through a Business Combination completed on July 1, 2026. Old Securitize equity, RSUs, options and warrants were converted into SECZ common stock using an exchange ratio of about 4.4439454 shares per Old Securitize share.

What lock-up restrictions apply to Carlos Domingo’s SECZ shares?

Domingo’s Securitize Corp. (SECZ) shares received in the Business Combination are subject to a 180-day lock-up from the July 1, 2026 closing. One-third portions can be released early if VWAP exceeds $15.00, $17.50 and $20.00 for 20 of 30 trading days after 90 days.

What registration rights does Carlos Domingo have for his SECZ shares?

Under an Amended and Restated Registration Rights Agreement, Domingo and other holders have registration rights for certain SECZ shares. The company must file a shelf registration statement within 30 days after the Business Combination, with demand and piggy-back rights subject to conditions.

How are Carlos Domingo’s SECZ holdings structured through trusts?

Domingo’s beneficial ownership of Securitize Corp. (SECZ) includes shares held via several dynasty LLCs, collectively called the Trusts. These entities hold blocks such as 888,879 shares in AD Dynasty LLC and 88,878 shares in each of several other LLCs, with Domingo retaining sole voting power.

What loan is secured by Carlos Domingo’s SECZ shares?

On December 13, 2025, Domingo entered a $3.5 million loan with James H. Finn Johnson. He pledged 150,000 Old Securitize shares, which converted into 666,591 SECZ shares, as collateral. The lender may require prepayment, more collateral, or foreclose on these shares upon certain events.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Securitize Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

81517B101

(CUSIP Number)

Carlos Domingo
78 SW 7th Street, Suite 500
Miami, FL, 33130
646-918-5012

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 81517B101

1

Name of reporting person

Carlos Domingo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SPAIN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,016,960.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,016,960.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,016,960.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percentage is calculated based on 163,218,683 shares of Common Stock deemed to be outstanding as of July 1, 2026, as reported on the Issuer's Current Report on Form 8-K, filed on July 8, 2026, and options to purchase 3,097,447 shares of Common Stock that are exercisable within 60 days of July 8, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Securitize Corp.
(c)	Address of Issuer's Principal Executive Offices: 78 SW 7TH STREET, SUITE 500, MIAMI, FLORIDA , 33130.
Item 1 Comment: This Schedule 13D is being filed by the undersigned, pursuant to Rule 13d-1(a) under the Act, with respect to the Common Stock, par value $0.0001 per share (the "Common Stock"), of Securitize Corp. (the "Issuer"), whose principal executive offices are located at 78 SW 7th Street, Suite 500, Miami, FL 33130.
Item 2.	Identity and Background
(a)	(a)-(c), (f) This Schedule 13D relates to shares of Common Stock beneficially owned by Carlos Domingo, the Chief Executive Officer and Director of the Issuer (the "Reporting Person"), directly and indirectly through (a) 88,878 shares of Common Stock held by Domingo Dynasty LLC (the "Domingo Trust"), (b) 88,878 shares of Common Stock held by CD Dynasty LLC (the "CD Trust"), (c) 888,879 shares of Common Stock held by AD Dynasty LLC (the "AD Trust"), (d) 88,878 shares of Common Stock held by MD Dynasty LLC (the "MD Trust") and (e) 88,878 shares of Common Stock held by OD Dynasty LLC (the "OD Trust" and collectively with the Domingo Trust, CD Trust, AD Trust and MD Trust, the "Trusts"). The investment manager of each of the Trusts is Carlos Domingo and the administrative manager of each of the Trusts is Luis Duran. Carlos Domingo has sole voting power with respect to the securities held by the Trusts. The address of the principal business office of the Reporting Person is 78 SW 7th Street, Suite 500 Miami, FL 33130. The Reporting Person is a citizen of Spain.
(b)	See (a) above.
(c)	See (a) above.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See (a) above.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person co-founded Securtize, Inc. ("Old Securitize") in 2017 and acquired shares of Old Securitize and options to acquire such shares as founder equity and as compensation for his services. The securities reported herein were received as consideration in connection with a Business Combination (as defined below). On July 1, 2026 (the "Closing Date"), the series of mergers (the "Business Combination") contemplated by the Business Combination Agreement, dated October 27, 2025, (the "Merger Agreement") by and among Cantor Equity Partners II, Inc. ("CEPT"), Old Securitize, the Issuer, Pinecrest Merger Sub, a wholly owned subsidiary of PubCo ("CEPT Merger Sub") and Senna Merger Sub, Inc., a wholly owned subsidiary of CEPT ("Securitize Merger Sub"), were consummated. Upon closing of the Business Combination, each share of Old Securitize preferred stock and Old Securitize common stock were converted into, and each RSU, option and warrant to acquire Old Securitize common stock was converted into the right to receive, a certain number of shares (the "Exchange Ratio") of Common Stock. The Exchange Ratio calculates to approximately 4.4439454 shares of Issuer equity per share of Old Securitize equity. In connection with closing of the Business Combination, the Reporting Person acquired 9,016,960 shares of Common Stock (which includes options to purchase 3,097,447 shares of Common Stock that are exercisable within 60 days of July 8, 2026) in exchange for their Old Securitize securities.
Item 4.	Purpose of Transaction
	The response to Item 3 of this Schedule 13D is incorporated by reference herein. The Reporting Person acquired the securities reported herein in connection with his role as Co-Founder, Chief Executive Officer and a director on the Board of the Old Securitize, for investment purposes, and intends to review his investment on a continuing basis. In his capacity as Chief Executive Officer and a director on the Board of the Issuer, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to the agreements described herein and applicable legal requirements, the Reporting Person may purchase additional securities, or dispose of all or a portion of his securities, of the Issuer from time to time in open market or private transactions, depending on his evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, and general economic, money market and stock market conditions. In addition, the Reporting Person may engage in discussions with members of management, the Board, and other securityholders of the Issuer and other relevant parties regarding, among other things, the Issuer's business, operations, governance or control. Other than as described herein, the Reporting Person does not have any plan or proposal relating to or that would result in any of the events or matters described in part (a) through (j) of Item 4 of the Statement on Schedule 13D, although, subject to the agreements described herein and applicable legal requirements, the Reporting Person may, at any time and from time to time, participate in discussions concerning, formulate or review plans or proposals that may result in one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. (a),(b) The responses of the Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. This Schedule 13D relates to shares of Common Stock beneficially owned by the Reporting Person, directly and indirectly through (a) 88,878 shares of Common Stock held by Domingo Dynasty LLC (the "Domingo Trust"), (b) 88,878 shares of Common Stock held by CD Dynasty LLC (the "CD Trust"), (c) 888,879 shares of Common Stock held by AD Dynasty LLC (the "AD Trust"), (d) 88,878 shares of Common Stock held by MD Dynasty LLC (the "MD Trust") and (e) 88,878 shares of Common Stock held by OD Dynasty LLC (the "OD Trust" and collectively with the Domingo Trust, CD Trust, AD Trust and MD Trust, the "Trusts"). The investment manager of each of the Trusts is Carlos Domingo and the administrative manager of each of the Trusts is Luis Duran. Carlos Domingo has sole voting power with respect to the securities held by the Trusts.
(b)	See (a) above.
(c)	Except for transactions reported herein, there have been no transactions in the Issuer's securities by the Reporting Person in the past sixty days.
(d)	Pursuant to the terms of a settlement, the Reporting Person's former spouse has the right to receive 270,000 shares of Common Stock or the proceeds from the sale of those shares. The beneficiaries of the Trust may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held by the Trusts.
(e)	This Item 5(e) is not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The responses to Item 3, Item 4 and Item 5(d) of this Schedule 13D are incorporated by reference herein. Support Agreement Certain Old Securitize shareholders, including the Reporting Person (collectively, the "Support Parties"), entered into a shareholder support agreement with CEPT, the Issuer and Old Securitize (the "Shareholder Support Agreement"), pursuant to which the Support Parties agreed to vote all of their Old Securitize equity interests in favor of the Merger Agreement and the transactions contemplated thereby and to take certain other actions in support of the Business Combination. Lock-up Agreement Contemporaneously with the Closing, certain Old Securitize holders, including the Reporting Person (the "Lock-Up Parties"), entered into Lock-Up Agreements with Issuer, pursuant to which such parties agreed that the shares of the Issuer received by them in connection with the Business Combination and any other securities convertible into or exercisable or exchangeable for Common Stock held by them immediately after the Closing (the "Restricted Securities"), will be locked-up and subject to transfer restrictions subject to certain exceptions. The Restricted Securities will be locked up until the date that is 180 days from the Closing Date, and provides that one-third of the Restricted Securities will be subject to early-release in the event the VWAP of the Common Stock exceeds $15.00, $17.50 and $20.00, in each case for at least 20 out of 30 consecutive trading days commencing 90 days after the Closing. The Lock-Up Agreements include customary exceptions to the transfer restrictions, including transfers to affiliates, family members, charitable organizations, and in connection with certain tax or estate planning transactions, provided that the transferee agrees to be bound by the same restrictions for the remainder of the lock-up period. On July 8, 2026, Issuer and Cantor EP Holdings II, LLC entered into an addendum to the Lock-Up Agreements to clarify that the restrictions do not apply to shares of Common Stock held by Lock-Up Parties as a result of them purchasing CEPT Class A Ordinary Shares in the open market or in the PIPE financing prior to the consummation of the Business Combination whereby such shares were exchanged for shares of Common Stock. The terms of the Lock-Up Agreements otherwise remain unchanged and continue to apply in full force and effect. Restated Registration Rights Agreement On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Issuer and CEPT entered into the Amended and Restated Registration Rights Agreement (the "Restated Registration Rights Agreement") with Cantor EP Holdings II, LLC and certain other shareholders, including the Reporting Person (collectively, the "RRA Parties"), pursuant to which the RRA Parties are entitled to registration rights in respect of certain shares of Common Stock and certain other equity securities of the Issuer that are held by the RRA Parties from time to time. The Registration Rights Agreement provides that the Issuer will as soon as practicable but no later than 30 calendar days following the consummation of the Business Combination file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933 registering the resale of certain shares of Common Stock and certain other equity securities of the Issuer held by the RRA Parties and will use its commercially reasonably efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (x) the 90th calendar day following the filing date if the SEC notifies the Issuer that it will "review" such shelf registration statement and (y) the 3rd business day after the date the Issuer is notified in writing by the SEC that such shelf registration statement will not be "reviewed" or will not be subject to further review. The RRA Parties will be entitled to make demand registrations in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, applicable lock-up restrictions and certain other conditions. In addition, the RRA Parties have certain "piggy-back" registration rights. The Registration Rights Agreement includes customary indemnification and confidentiality provisions. The Issuer will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Registration Rights Agreement. The foregoing summaries of the Shareholder Support Agreement, the Lock-Up Agreements and Restated Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text or form of such agreements, each of which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference. Loan Agreement On December 13, 2025, the Reporting Person entered into a loan agreement (the "Loan Agreement") with James H. Finn Johnson (the "Lender") for $3.5 million. The Reported Person granted a first priority lien to the Lender of 150,000 shares of Securitize, Inc. (which converted into 666,591 shares of Common Stock in connection with the consummation of the Business Combination), as security for his obligations under the Loan Agreement. Upon the occurrence of certain events that are customary for this type of loan, the Lender may exercise its rights to require the Reporting Person to pre-pay the loan proceeds or post additional collateral, or foreclose on, and dispose of, the shares of Common Stock pledged to it in accordance with the terms of the Loan Agreement.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Shareholder Support Agreement (incorporated by reference to Annex I of the Form S-4/A (File No. 333-293022), filed by the Issuer with the SEC on January 28, 2026) Exhibit B: Form of Lock-Up Agreement (incorporated by reference to Annex G of the Form S-4/A (File No. 333-293022), filed by the Issuer with the SEC on January 28, 2026) Exhibit C: Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4/A (File No. 333-293022), filed by the Issuer with the SEC on January 28, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Carlos Domingo

Signature:	/s/ Carlos Domingo
Name/Title:	Carlos Domingo
Date:	07/09/2026