SEC FORM 4

SEC FORM 4 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

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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^*

Belshe Michael

(Last)

(First)

(Middle)

C/O BITGO HOLDINGS, INC.

101 S. REID STREET, SUITE 307, PMB# 9793

(Street)

SIOUX FALLS

57103

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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.

	/s/ Edward Reginelli, Attorney-in-Fact	01/23/2026
	** 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.

CEO, President, CTO Belshe Michael covered exercise/tax liability with 127,613 shares, decreasing direct ownership by 13% to 872,387 units (SEC Form 4)