Sec Form 4 Filing - Belshe Michael @ BITGO HOLDINGS, INC. - 2025-09-30

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Belshe Michael
2. Issuer Name and Ticker or Trading Symbol
BITGO HOLDINGS, INC. [ BTGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, President, CTO
(Last) (First) (Middle)
C/O BITGO HOLDINGS, INC., 101 S. REID STREET, SUITE 307, PMB# 9793
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2025
(Street)
SIOUX FALLS, SD57103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 01/21/2026 F( 1 ) 127,613 D $ 18 872,387 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock ( 2 ) 09/30/2025 J/K( 3 ) 4,188 ( 2 ) ( 2 ) Class A Common Stock 4,188 ( 2 ) 4,188 D
Class B Common Stock ( 2 ) 09/30/2025 J/K( 4 ) 23,167 ( 2 ) ( 2 ) Class A Common Stock 23,167 ( 2 ) 27,355 D
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 1,064,405 ( 2 ) ( 2 ) Class A Common Stock 1,064,405 ( 2 ) 1,091,760 D
Class B Common Stock ( 2 ) 09/30/2025 J/K( 6 ) 1,227,310 ( 2 ) ( 2 ) Class A Common Stock 1,227,310 ( 2 ) 2,319,070 D
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 910,489 ( 2 ) ( 2 ) Class A Common Stock 910,489 ( 2 ) 910,489 I By Trust ( 7 )
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 723,589 ( 2 ) ( 2 ) Class A Common Stock 723,589 ( 2 ) 723,589 I By Trust ( 8 )
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 910,489 ( 2 ) ( 2 ) Class A Common Stock 910,489 ( 2 ) 910,489 I By Trust ( 9 )
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 723,589 ( 2 ) ( 2 ) Class A Common Stock 723,589 ( 2 ) 723,589 I By Trust ( 10 )
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 910,489 ( 2 ) ( 2 ) Class A Common Stock 910,489 ( 2 ) 910,489 I By Trust ( 11 )
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 723,589 ( 2 ) ( 2 ) Class A Common Stock 723,589 ( 2 ) 723,589 I By Trust ( 12 )
Class B Common Stock ( 2 ) 09/23/2025 J/K( 5 ) 910,489 ( 2 ) ( 2 ) Class A Common Stock 910,489 ( 2 ) 910,489 I By Trust ( 13 )
Class B Common Stock ( 2 ) 09/30/2025 J/K( 5 ) 723,589 ( 2 ) ( 2 ) Class A Common Stock 723,589 ( 2 ) 723,589 I By Trust ( 14 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Belshe Michael
C/O BITGO HOLDINGS, INC.
101 S. REID STREET, SUITE 307, PMB# 9793
SIOUX FALLS, SD57103
X X CEO, President, CTO
Signatures
/s/ Edward Reginelli, Attorney-in-Fact 01/23/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction represents the number of shares of Class A Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units.
( 2 )Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.
( 3 )The Reporting Person elected to exchange shares of the Issuer's Series B-3 Preferred Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.
( 4 )The Reporting Person elected to exchange shares of the Issuer's Series Seed Preferred Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.
( 5 )The Reporting Person elected to exchange shares of the Issuer's Class F Common Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.
( 6 )The Reporting Person elected to exchange shares of the Issuer's Common Stock for shares of the Issuer's Class B Common Stock pursuant to the terms of an Equity Exchange Rights Agreement between the Issuer and the Reporting Person.
( 7 )These shares are held by The AB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.
( 8 )These shares are held by The AB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.
( 9 )These shares are held by The CB Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.
( 10 )These shares are held by The CB Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.
( 11 )These shares are held by The CW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.
( 12 )These shares are held by The CW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.
( 13 )These shares are held by The ZW Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.
( 14 )These shares are held by The ZW Non-Grantor GST Exempt Trust under The Belshe/Xu Family 2021 Irrevocable Trust, of which the Reporting Person is Trustee.

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.