Securitize Corp.·4

Jul 6, 8:40 PM ET

Domingo Soriano Carlos Francisco 4

4 · Securitize Corp. · Filed Jul 6, 2026

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Securitize (SECZ) CEO Domingo Soriano Receives Awards

What Happened

  • Domingo Soriano (Executive Chairman, CEO and Director) was reported as the recipient of multiple equity awards and option/derivative grants on July 1, 2026 in connection with the business combination (the "Mergers") that closed that day. The Form 4 shows acquisitions (transaction code A) totaling approximately 10,697,054 instruments: ~6,377,221 common shares and ~4,319,833 option/derivative equivalents. No cash prices are reported (price = N/A) because these securities were issued in exchange for pre-merger Securitize, Inc. securities under the merger agreement.

Key Details

  • Transaction date: July 1, 2026; Form 4 filed July 6, 2026.
  • Aggregate reported amounts: about 6,377,221 common shares received and about 4,319,833 options/derivative instruments — total ~10.7M.
  • Earnout: the reported totals include 208,986 restricted "Earnout Shares" that may be delivered if VWAP hurdles ($15, $20, $25) are met during prescribed windows through July 1, 2031; additional smaller earnout allocations are included via related entities per the footnotes.
  • Options: some exchanged options were fully vested as of July 1, 2026; another set shows 1,069,586 options vested/exercisable and 1,375,187 unvested (unvested portions vest at 152,798 shares per quarter).
  • Beneficial ownership: the reporting person disclaims beneficial ownership of certain shares except to the extent of pecuniary interest; several holdings are held through related LLCs where he has voting power.
  • No cash value or per-share price is given on the Form 4 (securities were transferred in the merger), and the filing notes Exhibit 24 (Power of Attorney).

Context

  • These were merger-related equity conversions and option exchanges, not open-market buys or sales — such awards are routine in business combinations and reflect rollovers/conversions of pre-existing equity and option positions. Some options are immediately exercisable (vested) while others remain subject to vesting schedules; earnout shares require future stock-price performance to be delivered. The Form 4 was filed a few days after the July 1 transactions (filed July 6); Form 4s are generally due within two business days, so check the filing for any timeliness notes if that matters to you.

Insider Transaction Report

Form 4
Period: 2026-07-01
Domingo Soriano Carlos Francisco
DirectorExecutive Chairman and CEO
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-07-01+4,884,1984,884,198 total
  • Award

    Common Shares

    [F3]
    2026-07-01+193,1005,077,298 total
  • Award

    Common Shares

    [F1][F4][F11]
    2026-07-01+928,519928,519 total(indirect: By LLC)
  • Award

    Common Shares

    [F1][F5][F11]
    2026-07-01+92,85192,851 total(indirect: By LLC)
  • Award

    Common Shares

    [F1][F6][F11]
    2026-07-01+92,85192,851 total(indirect: By LLC)
  • Award

    Common Shares

    [F1][F7][F11]
    2026-07-01+92,85192,851 total(indirect: By LLC)
  • Award

    Common Shares

    [F1][F8][F11]
    2026-07-01+92,85192,851 total(indirect: By LLC)
  • Award

    Stock Options (Right to Buy)

    [F9]
    2026-07-01+2,444,7732,444,773 total
    Exercise: $0.32Exp: 2034-08-31Common Shares (2,444,773 underlying)
  • Award

    Stock Options (Right to Buy)

    [F10]
    2026-07-01+1,875,0601,875,060 total
    Exercise: $0.38Exp: 2031-09-29Common Shares (1,875,060 underlying)
Footnotes (11)
  • [F1]Represents common shares of Securitize Corp. ("Issuer", and such shares, "Common Shares") received in exchange for shares of common stock of Securitize, Inc. ("Securitize", and such shares, "Securitize Common Shares") in connection with the mergers (the "Mergers") contemplated by that certain business combination agreement, dated as of October 27, 2025, by and between Issuer, Securitize, Cantor Equity Partners II, Inc. and certain other parties thereto (the "Business Combination Agreement"). On July 1, 2026, Issuer changed its name to Securitize Corp. from Securitize Holdings, Inc.
  • [F10]Represents options to acquire Common Shares received by the reporting person in exchange for options to acquire shares of Securitize Common Stock in connection with the Mergers. These options were fully vested as of July 1, 2026.
  • [F11]The reporting person disclaims beneficial ownership of these shares except as to the extent of his pecuniary interest.
  • [F2]The Mergers were consummated on July 1, 2026. The number reported also includes 208,986 restricted Common Shares that may become earned and delivered pursuant to the earnout provided for in the Business Combination Agreement (the "Earnout Shares"). The Earnout Shares will generally be earned one-third on the date that the 20-day volume-weighted average price per Common Share attains $15.00, $20.00 and $25.00 over a 30-trading day period during the period beginning 90-days after the closing of the Mergers and ending on July 1, 2031 (the "Earnout").
  • [F3]Represents Earnout Shares that may become earned and delivered pursuant to the Earnout in respect of the reporting person's options to acquire shares of Securitize Common Stock held immediately prior to the Mergers.
  • [F4]The investment manager of CD Dynasty LLC is the reporting person and the administrative manager of CD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by CD Dynasty LLC. The number reported also includes 39,728 Earnout Shares that may become earned and delivered pursuant to the Earnout.
  • [F5]The investment manager of OD Dynasty LLC is the reporting person and the administrative manager of OD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by OD Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
  • [F6]The investment manager of MD Dynasty LLC is the reporting person and the administrative manager of MD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by MD Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
  • [F7]The investment manager of AD Dynasty LLC is the reporting person and the administrative manager of AD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by AD Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
  • [F8]The investment manager of Domingo Dynasty LLC is the reporting person and the administrative manager of Domingo Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by Domingo Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
  • [F9]Represents options to acquire Common Shares received by the reporting person in exchange for options to acquire shares of Securitize Common Stock in connection with the Mergers. As of July 1, 2026, 1,069,586 options were vested and exercisable, with 1,375,187 of these options remaining unvested. These unvested options will vest as to 152,798 Common Shares each quarter.
Signature
/s/ Jerome Roche, attorney-in-fact for Carlos Domingo|2026-07-06

Documents

2 files