Home/Filings/4/0001908561-26-000004
4//SEC Filing

Belshe Michael 4

Accession 0001908561-26-000004

CIK 0001740604other

Filed

Jan 22, 7:00 PM ET

Accepted

Jan 23, 7:41 PM ET

Size

34.1 KB

Accession

0001908561-26-000004

Research Summary

AI-generated summary of this filing

Updated

BitGo (BTGO) 10% Owner Michael Belshe Sells 127,613 Shares

What Happened
Michael Belshe, a 10% owner of BitGo Holdings, reported a net-share settlement/tax-withholding disposal and multiple derivative acquisitions. On 2026-01-21 he authorized the issuer to withhold 127,613 shares of Class A common stock to satisfy tax withholding related to a net settlement of restricted stock units — disposed at $18.00 per share for a value of $2,297,034 (transaction code F). Separately, the Form 4 shows a series of "other acquisition or disposition" (code J) entries on 2025-09-30 and 2025-09-23 totaling approximately 8,855,382 shares (price N/A) reported as derivative acquisitions — these appear to reflect exchanges/conversions of other equity into Class B common stock and transfers into family trusts.

Key Details

  • Main disposal: 127,613 shares withheld on 2026-01-21 at $18.00/share = $2,297,034 (code F = tax withholding for RSU net settlement).
  • Derivative acquisitions: multiple J-code entries on 2025-09-30 and 2025-09-23 totaling ~8,855,382 shares (no cash price reported; derivative conversions/exchanges).
  • Footnotes indicate many of the acquired shares are held in family trusts for which Belshe is Trustee (several trust footnotes: F7–F14) and that some entries reflect exchanges of preferred/common shares into Class B common stock (F2–F6).
  • Class B shares are convertible into Class A common stock under the company charter (F2).
  • Filing date: 2026-01-23 for transactions dated Sept 2025 and Jan 2026 — the Sept 2025 transactions were reported several months later than the transaction dates (potentially late; Form 4 is generally due within two business days of the transaction).

Context

  • The January transaction is routine tax withholding tied to RSU settlement (not an open-market sale). Such withholdings are common and don't necessarily indicate a change in insider sentiment.
  • The September entries are derivative transactions (exchanges/conversions and transfers into trusts), not cash purchases — these are reorganizational/ownership-structure moves rather than market buys.
  • As a 10% owner and trustee of family trusts, Belshe's filings reflect both personal beneficial ownership and transfers into related trusts; these are administrative and governance-related insider filings rather than directional bets on the stock.

Insider Transaction Report

Form 4
Period: 2025-09-30
Belshe Michael
DirectorCEO, President, CTO10% Owner
Transactions
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-01-21$18.00/sh127,613$2,297,034872,387 total
  • OtherSwap

    Class B Common Stock

    [F2][F3]
    2025-09-30+4,1884,188 total
    Class A Common Stock (4,188 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F4]
    2025-09-30+23,16727,355 total
    Class A Common Stock (23,167 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5]
    2025-09-30+1,064,4051,091,760 total
    Class A Common Stock (1,064,405 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F6]
    2025-09-30+1,227,3102,319,070 total
    Class A Common Stock (1,227,310 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F7]
    2025-09-30+910,489910,489 total(indirect: By Trust)
    Class A Common Stock (910,489 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F8]
    2025-09-30+723,589723,589 total(indirect: By Trust)
    Class A Common Stock (723,589 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F9]
    2025-09-30+910,489910,489 total(indirect: By Trust)
    Class A Common Stock (910,489 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F10]
    2025-09-30+723,589723,589 total(indirect: By Trust)
    Class A Common Stock (723,589 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F11]
    2025-09-30+910,489910,489 total(indirect: By Trust)
    Class A Common Stock (910,489 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F12]
    2025-09-30+723,589723,589 total(indirect: By Trust)
    Class A Common Stock (723,589 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F13]
    2025-09-23+910,489910,489 total(indirect: By Trust)
    Class A Common Stock (910,489 underlying)
  • OtherSwap

    Class B Common Stock

    [F2][F5][F14]
    2025-09-30+723,589723,589 total(indirect: By Trust)
    Class A Common Stock (723,589 underlying)
Footnotes (14)
  • [F1]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.
  • [F10]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.
  • [F11]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.
  • [F12]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.
  • [F13]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.
  • [F14]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]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.
Signature
/s/ Edward Reginelli, Attorney-in-Fact|2026-01-23

Issuer

BITGO HOLDINGS, INC.

CIK 0001740604

Entity typeother

Related Parties

1
  • filerCIK 0001908561

Filing Metadata

Form type
4
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 7:41 PM ET
Size
34.1 KB