Form 4: Redpoint Ventures Converts Preferred Stock to BitGo Class A Shares

Redpoint Ventures V, L.P. and Redpoint Ventures V, LLC converted all their Series A and Series B Preferred Stock in BitGo Holdings, Inc. into Class A Common Stock ahead of the company's IPO.

Summary

• Redpoint Ventures V, L.P. and Redpoint Ventures V, LLC, identified as a Director and 10% Owner of BitGo Holdings, Inc. (BTGO), reported a change in beneficial ownership.
• On January 23, 2026, 9,446,081 shares of Series A Preferred Stock and 1,038,435 shares of Series B Preferred Stock held directly by Redpoint Ventures V, L.P. were converted into Class A Common Stock.
• Additionally, 242,207 shares of Series A Preferred Stock and 26,225 shares of Series B Preferred Stock held indirectly by Redpoint Associates V, LLC (under common control) were converted into Class A Common Stock.
• The conversions occurred automatically on a 1-for-1 basis for no additional consideration, immediately prior to the closing of BitGo Holdings, Inc.'s initial public offering (IPO).
• Following these transactions, Redpoint Ventures V, L.P. directly holds 10,484,516 shares of Class A Common Stock, and Redpoint Associates V, LLC indirectly holds 268,432 shares of Class A Common Stock.
• The reporting persons now hold zero derivative securities (Preferred Stock) in BitGo Holdings, Inc.

Sentiment

Score: 7

Explanation: The filing reports a standard pre-IPO conversion of preferred stock to common stock, which is a positive and expected step for a company preparing to go public. It indicates progress towards a significant liquidity event for early investors and a simplified capital structure. No negative surprises or delays are indicated.

Positives

• Conversion of preferred stock to common stock indicates a significant step towards liquidity for early investors, typically associated with an IPO.
• The 1-for-1 conversion ratio for no additional consideration is standard and favorable for preferred shareholders.
• The transaction simplifies the capital structure by eliminating preferred stock.

Future Outlook

The conversion of preferred stock into common stock is a preparatory step for BitGo Holdings, Inc.'s initial public offering (IPO), indicating an upcoming public listing and increased liquidity for its shares.

Management Comments

• Each share of Series A and Series B Preferred Stock automatically converted into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration on a 1-for-1 basis and had no expiration date.
• Redpoint Ventures V, LLC ("RV V LLC"), is the sole general partner of Redpoint Ventures V, L.P. ("RV V"). RV V LLC and Redpoint Associates V, LLC ("RA V") are under common control. As such, RV V LLC has sole voting and investment control over the shares owned by RV V, and may be deemed to beneficially own the shares held by RV V. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

Industry Context

This filing reflects a common pre-IPO event where venture capital investors convert their preferred stock holdings into common equity, streamlining the capital structure for public trading. This is typical for technology and fintech companies like BitGo, which operates in the digital asset custody and financial services space, as they transition from private to public markets.

Comparison to Industry Standards

• The 1-for-1 conversion of preferred stock to common stock for no additional consideration is a standard practice observed in many pre-IPO capital structure clean-ups, similar to what was seen with companies like Coinbase (COIN) or Bakkt (BKKT) prior to their public listings.
• Venture capital firms like Redpoint Ventures frequently hold preferred shares with conversion rights, and their conversion to common stock before an IPO is a standard mechanism to prepare for public market liquidity.

Stakeholder Impact

• Shareholders: Existing preferred shareholders (Redpoint Ventures) convert to common shareholders, aligning their interests with public investors. New public shareholders will acquire Class A Common Stock.
• Company: Simplifies capital structure, preparing for public market scrutiny and trading.

Next Steps

• Closing of BitGo Holdings, Inc.'s initial public offering (IPO).
• Public trading of BitGo Holdings, Inc.'s Class A Common Stock.

Key Dates

Keywords

BitGo Holdings, BTGO, Redpoint Ventures, SEC Form 4, Beneficial Ownership, Preferred Stock Conversion, Class A Common Stock, IPO, Initial Public Offering, Venture Capital