Securitize Corp.·4

Jul 6, 8:41 PM ET

STEPHENS WILLIAM BRADFORD 4

4 · Securitize Corp. · Filed Jul 6, 2026

Research Summary

AI-generated summary of this filing

Updated

Securitize (SECZ) Director Brad Stephens Receives ~10.27M Shares

What Happened

  • Brad Stephens, listed as a director, received three awards/conversions of common shares in Securitize Corp. on July 1, 2026: 1,685,957; 7,154,134; and 1,430,804 shares, for a total of 10,270,895 Common Shares. No per-share price is reported (N/A) because these shares were issued in exchange for prior Securitize, Inc. common stock as part of the mergers closing that day. The issuer also changed its name to Securitize Corp. on July 1, 2026.

Key Details

  • Transaction date: July 1, 2026; Form 4 filed July 6, 2026 (per SEC accession).
  • Share counts: 1,685,957; 7,154,134; 1,430,804 — total 10,270,895 Common Shares reported as acquired/awarded.
  • Price: N/A (shares issued in merger conversion, not an open-market trade).
  • Contingent/earnout shares: the reported totals include up to 439,472 Earnout Shares that may vest if VWAP milestones ($15, $20, $25 over 30 trading days) are met during the earnout period (begins 90 days after closing and ends July 1, 2031).
  • Footnote on ownership: the filing describes indirect voting/dispositive power through Blockchain Capital fund GP entities; the reporting person disclaims beneficial ownership except for any pecuniary interest.
  • Shares owned after transaction: not specified in the summary data provided in this request.

Context

  • This was not a purchase or sale but a conversion/award tied to the closing of a business combination (merger). Such filings reflect corporate actions converting pre-merger equity into the public company’s shares and may include performance-based earnouts; they are not direct insider market-timing signals.
  • Earnout shares are contingent on share-price performance over specified VWAP windows through July 1, 2031, so a portion of the reported total is conditional.

Insider Transaction Report

Form 4
Period: 2026-07-01
Transactions
  • Award

    Common Shares

    [F1][F2][F3]
    2026-07-01+1,685,9571,685,957 total(indirect: Blockchain Capital III Digital Liquid Venture Fund, L.P.)
  • Award

    Common Shares

    [F1][F4][F3]
    2026-07-01+7,154,1347,154,134 total(indirect: Blockchain Capital IV, LP)
  • Award

    Common Shares

    [F1][F5][F2][F3]
    2026-07-01+1,430,8041,430,804 total(indirect: Blockchain Capital Parallel IV, LP)
Footnotes (5)
  • [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"). The Mergers were consummated on July 1, 2026. On July 1, 2026, Issuer changed its name to Securitize Corp. from Securitize Holdings, Inc.
  • [F2]The number reported also includes 72,139 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]The general partner of each of Blockchain Capital III Digital Liquid Venture Fund, LP, Blockchain Capital IV, LP, and Blockchain Capital Parallel IV, LP (collectively, the Blockchain Capital Funds) is BC III DLVF GP, LLC or Blockchain Capital IV GP, LLC, as applicable (the "Blockchain GP Entities"). The managing member of each Blockchain GP Entity is Blockchain Capital, LLC. Blockchain Capital, LLC is jointly managed by Brad Stephens and P. Bartlett Stephens, who share voting and dispositive power with respect to the securities held by the Blockchain Capital Funds. Accordingly, the reporting person may be deemed to have indirect voting and dispositive power over the securities held by the Blockchain Capital Funds. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for Blockchain Capital, LLC is 600 Montgomery St, Fl 35, San Francisco, CA, 94111.
  • [F4]The number reported also includes 306,112 Earnout Shares that may become earned and delivered pursuant to the Earnout.
  • [F5]The number reported also includes 61,221 Earnout Shares that may become earned and delivered pursuant to the Earnout.
Signature
/s/ Jerome Roche, attorney-in-fact for Brad Stephens|2026-07-06

Documents

1 file
  • 4
    ownership.xmlPrimary

    FORM 4