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^*

Valor Digital Investments, LLC

(Last)

(First)

(Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO

60607

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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

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

	Form filed by One Reporting Person
X	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	01/23/2026		C		9,201,725	A	⁽¹⁾	9,201,725	D⁽²⁾
Class A Common Stock	01/23/2026		C		330,277	A	⁽¹⁾	613,048	D⁽³⁾
Class A Common Stock	01/23/2026		C		1,175,180	A	⁽¹⁾	1,736,377	D⁽⁴⁾
Class A Common Stock	01/23/2026		C		26,140	A	⁽¹⁾	37,755	D⁽⁵⁾
Class A Common Stock	01/23/2026		C		649,193	A	⁽¹⁾	949,703	D⁽⁶⁾

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)
Series Seed Preferred Stock	⁽¹⁾	01/23/2026		C			229,502	⁽¹⁾	⁽¹⁾	Class A Common Stock	229,502	$0	0	D⁽⁴⁾
Series Seed Preferred Stock	⁽¹⁾	01/23/2026		C			4,763	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,763	$0	0	D⁽⁵⁾
Series Seed Preferred Stock	⁽¹⁾	01/23/2026		C			122,878	⁽¹⁾	⁽¹⁾	Class A Common Stock	122,878	$0	0	D⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	01/23/2026		C			9,201,725	⁽¹⁾	⁽¹⁾	Class A Common Stock	9,201,725	$0	0	D⁽²⁾
Series B-3 Preferred Stock	⁽¹⁾	01/23/2026		C			330,277	⁽¹⁾	⁽¹⁾	Class A Common Stock	330,277	$0	0	D⁽³⁾
Series B-3 Preferred Stock	⁽¹⁾	01/23/2026		C			627,672	⁽¹⁾	⁽¹⁾	Class A Common Stock	627,672	$0	0	D⁽⁴⁾
Series B-3 Preferred Stock	⁽¹⁾	01/23/2026		C			12,990	⁽¹⁾	⁽¹⁾	Class A Common Stock	12,990	$0	0	D⁽⁵⁾
Series B-3 Preferred Stock	⁽¹⁾	01/23/2026		C			336,107	⁽¹⁾	⁽¹⁾	Class A Common Stock	336,107	$0	0	D⁽⁶⁾
Series C-2 Preferred Stock	⁽¹⁾	01/23/2026		C			318,006	⁽¹⁾	⁽¹⁾	Class A Common Stock	318,006	$0	0	D⁽⁴⁾
Series C-2 Preferred Stock	⁽¹⁾	01/23/2026		C			8,387	⁽¹⁾	⁽¹⁾	Class A Common Stock	8,387	$0	0	D⁽⁵⁾
Series C-2 Preferred Stock	⁽¹⁾	01/23/2026		C			190,208	⁽¹⁾	⁽¹⁾	Class A Common Stock	190,208	$0	0	D⁽⁶⁾

1. Name and Address of Reporting Person^*

Valor Digital Investments, LLC

(Last)

(First)

(Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO

60607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Valor Management L.P.

(Last)

(First)

(Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO

60607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gracias Antonio J.

(Last)

(First)

(Middle)

320 N. SANGAMON ST.

SUITE 1200

(Street)

CHICAGO

60607

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series Seed Preferred Stock, Series B Preferred Stock, Series B-3 Preferred Stock and Series C-2 Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock immediately upon the closing of the Issuer's initial public offering and had no expiration date.

2. Shares held of record by Valor Digital Investments, LLC - Series 1.

3. Shares held of record by Valor Digital Investments, LLC - Series 2.

4. Shares held of record by Valor Equity Partners VI L.P.

5. Shares held of record by Valor Equity Partners VI-A L.P.

6. Shares held of record by Valor Equity Partners VI-B L.P.

Remarks:

Valor Digital Investments, LLC ("Valor Digital") and Valor Equity Partners VI L.P., Valor Equity Partners VI-A L.P. and Valor Equity Partners VI-B L.P. (collectively, the "Valor VI Funds" and together with Valor Digital, the "Valor Funds") are the holders of record of the shares reported in the tables above. Valor Funds Group LLC is the general partner of Valor Management L.P., which is the managing member of (i) Valor Equity Capital IV LLC, which is the general partner of Valor Equity Associates IV L.P., which, in turn, is the general partner of each of Valor Equity Partners IV L.P, Valor Equity Partners IV-A L.P. and Valor Equity Partners IV-B L.P. that are the members of Valor Digital; and (ii) Valor Equity Capital VI LLC, which is the general partner of Valor Equity Associates VI L.P., which, in turn, is the general partner of each of the Valor VI Funds. By virtue of his positions with certain of the foregoing Valor entities, Antonio Gracias may be deemed to share beneficial ownership, as determined under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, over the shares of BitGo Holdings, Inc. held of record by the Valor Funds. Mr. Gracias disclaims beneficial ownership over the shares described herein except to the extent of his pecuniary interest therein.

	Valor Digital Investments, LLC By: /s/ Antonio Gracias, Manager	01/27/2026
	Valor Management L.P. By: /s/ Antonio Gracias, CEO	01/27/2026
	/s/ Antonio J. Gracias	01/27/2026
	** Signature of Reporting Person	Date
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Large owner Valor Digital Investments, Llc converted options into 11,382,515 shares (SEC Form 4)