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  4. [Form 4] BITGO HOLDINGS, INC. Insider Trading Activity

BitGo Holdings (BTGO) CCO exercises 2,084 phantom stock units as awards vest

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Horowitz Jeff Peter reported acquisition or exercise transactions in this Form 4 filing.

BITGO HOLDINGS, INC. Chief Compliance Officer Jeff Peter Horowitz reported compensation-related equity activity involving phantom stock units tied to Class A common stock. On May 22, 2026, a total of 2,084 phantom stock units vested and were settled for cash, representing the economic equivalent of the same number of Class A shares.

Following the transactions, Horowitz directly holds 287,662 shares of Class A common stock. Footnotes state that 5,478 phantom stock units from one award will continue vesting in monthly installments through March 1, 2028, and 24,227 phantom stock units from another award will vest monthly through December 18, 2028, assuming continued service.

Positive

  • None.

Negative

  • None.
Insider Horowitz Jeff Peter
Role Chief Compliance Officer
Type Security Shares Price Value
Exercise Phantom Stock Units (Cash-settled Restricted Stock Units) 521 $0.00 --
Exercise Phantom Stock Units (Cash-settled Restricted Stock Units) 1,563 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Phantom Stock Units (Cash-settled Restricted Stock Units) — 5,478 shares (Direct, null); Class A Common Stock — 287,662 shares (Direct, null)
Footnotes (1)
  1. Each phantom stock unit (each a "Unit") represents the economic equivalent of one share of the Issuer's Class A common stock. On May 22, 2026, certain Units held by the Reporting Person were settled for cash as described in footnotes (2) and (4) to this Form 4. The reported transaction represents the vesting of 260 Units on April 1, 2026 and 261 Units on May 1, 2026, which transaction settled on May 22, 2026. The remaining 5,478 Units vest in substantially equal monthly installments.through March 1, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. This award does not expire; it either vests or is canceled prior to the vesting date. The reported transaction represents the vesting of 782 Units on April 18, 2026 and 781 Units on May 18, 2026, which transaction settled on May 22, 2026. The remaining 24,227 Units vest in substantially equal monthly installments.through December 18, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Phantom units vested and settled 2,084 units Vested and cash-settled on May 22, 2026
Direct Class A shares held 287,662 shares Class A common stock held directly after transactions
Remaining phantom units under first award 5,478 units Vest monthly through March 1, 2028, subject to service
Remaining phantom units under second award 24,227 units Vest monthly through December 18, 2028, subject to service
Vested units in smaller award 260 and 261 units Vested April 1, 2026 and May 1, 2026, settled May 22, 2026
Vested units in larger award 782 and 781 units Vested April 18, 2026 and May 18, 2026, settled May 22, 2026
Phantom Stock Units financial
"Each phantom stock unit (each a "Unit") represents the economic equivalent of one share..."
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Cash-settled Restricted Stock Units financial
"Phantom Stock Units (Cash-settled Restricted Stock Units)"
vesting financial
"The reported transaction represents the vesting of 260 Units on April 1, 2026 and 261 Units on May 1, 2026..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Class A common stock financial
"represents the economic equivalent of one share of the Issuer's Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
economic equivalent financial
"represents the economic equivalent of one share of the Issuer's Class A common stock"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Horowitz Jeff Peter
(Last)(First)(Middle)
C/O BITGO HOLDINGS, INC.
101 S. REID STREET, SUITE 307, PMB# 9793
(Street)
SIOUX FALLS SOUTH DAKOTA 57103
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BITGO HOLDINGS, INC. [ BTGO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Compliance Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock287,662D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units (Cash-settled Restricted Stock Units)(1)05/22/2026M521 (2) (3)Class A Common Stock521(1)5,478D
Phantom Stock Units (Cash-settled Restricted Stock Units)(1)05/22/2026M1,563 (4) (3)Class A Common Stock1,563(1)24,227D
Explanation of Responses:
1. Each phantom stock unit (each a "Unit") represents the economic equivalent of one share of the Issuer's Class A common stock. On May 22, 2026, certain Units held by the Reporting Person were settled for cash as described in footnotes (2) and (4) to this Form 4.
2. The reported transaction represents the vesting of 260 Units on April 1, 2026 and 261 Units on May 1, 2026, which transaction settled on May 22, 2026. The remaining 5,478 Units vest in substantially equal monthly installments.through March 1, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
3. This award does not expire; it either vests or is canceled prior to the vesting date.
4. The reported transaction represents the vesting of 782 Units on April 18, 2026 and 781 Units on May 18, 2026, which transaction settled on May 22, 2026. The remaining 24,227 Units vest in substantially equal monthly installments.through December 18, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Remarks:
Cash-settled phantom stock units (the "Units") were previously included in the Reporting Person's total Class A common stock holdings reflected in Column 2 of Table I of Form 3 filed on January 21, 2026 and in Column 5 of Table I of Forms 4 filed on January 23, 2026, January 27, 2026 and April 1, 2026. The Units are reported in Table II of this Form 4, and the Reporting Person's total Class A common stock holdings reflected in Column 5 of Table I have been adjusted accordingly.
/s/ Edward Reginelli, Attorney-in-Fact06/12/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did BTGO Chief Compliance Officer Jeff Horowitz report?

Jeff Horowitz reported vesting and cash settlement of 2,084 phantom stock units. These units mirror the value of Class A common stock and represent routine, compensation-related equity activity rather than open-market stock purchases or sales.

How many BitGo (BTGO) Class A common shares does Jeff Horowitz hold after this Form 4?

After the reported transactions, Jeff Horowitz directly holds 287,662 shares of BitGo Class A common stock. This figure reflects his post-transaction position and provides context for the size of the vested compensation awards.

What are the vesting terms of Jeff Horowitz’s BitGo phantom stock units?

One award leaves 5,478 phantom stock units vesting in substantially equal monthly installments through March 1, 2028. A second award leaves 24,227 units vesting monthly through December 18, 2028, contingent on his continued service with the company.

Do the BitGo phantom stock unit transactions involve open-market buying or selling of BTGO shares?

The transactions involve vesting and cash settlement of phantom stock units, not open-market buying or selling. Each unit represents the economic equivalent of one Class A share, but the awards are cash-settled rather than traded directly on the market.

What do BitGo phantom stock units represent for BTGO insiders like Jeff Horowitz?

Each phantom stock unit represents the economic equivalent of one share of BitGo Class A common stock. They are used as a form of equity-based compensation and either vest on schedule or are canceled, providing cash-settled value tied to the company’s stock performance.