Form 4: Valor Entities Convert Preferred Stock to BitGo Class A

Valor Digital Investments and affiliated funds converted various preferred stock series into over 11 million shares of BitGo Holdings Class A Common Stock following the company's IPO.

Summary

• Valor Digital Investments, LLC and several Valor Equity Partners funds reported the conversion of preferred stock into Class A Common Stock of BitGo Holdings, Inc.
• The transactions occurred on January 23, 2026, involving the automatic conversion of Series Seed, Series B, Series B-3, and Series C-2 Preferred Stock into Class A Common Stock upon the Issuer's initial public offering.
• A total of 11,382,315 shares of Class A Common Stock were acquired through these conversions.
• Following these transactions, the Valor entities collectively beneficially own 12,538,608 shares of BitGo Holdings Class A Common Stock.
• Antonio Gracias, through his positions with Valor entities, may be deemed to share beneficial ownership but disclaims ownership except for his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing is a routine report of ownership changes following an IPO, indicating a neutral sentiment as it contains no new positive or negative operational or financial information.

Positives

• The conversion of preferred stock to common stock is a standard event following an IPO, simplifying the capital structure.
• The significant beneficial ownership by Valor entities (over 12.5 million shares) indicates continued substantial investment and alignment with BitGo's long-term success.

Future Outlook

NA

Management Comments

• Each share of Series Seed Preferred Stock, Series B Preferred Stock, Series B-3 Preferred Stock and Series C-2 Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock immediately upon the closing of the Issuer's initial public offering and had no expiration date.
• Antonio Gracias may be deemed to share beneficial ownership... over the shares of BitGo Holdings, Inc. held of record by the Valor Funds. Mr. Gracias disclaims beneficial ownership over the shares described herein except to the extent of his pecuniary interest therein.

Industry Context

This filing reflects a standard post-IPO event where early-stage preferred stock holdings convert into common equity, a common occurrence for companies that have recently gone public in the digital asset or blockchain infrastructure sector. It clarifies the ownership structure of a significant institutional investor in BitGo Holdings.

Related Party Transactions

• The conversion of preferred stock held by Valor entities into common stock of BitGo Holdings, Inc. represents a transaction between related parties, as Valor entities are significant shareholders and have director representation.

Stakeholder Impact

• Shareholders: Provides transparency regarding the beneficial ownership structure of a significant institutional investor, clarifying the number of common shares held by Valor entities post-IPO.
• Management: Confirms the conversion of preferred shares held by a key investor group, aligning their interests more directly with common shareholders.

Key Dates

Keywords

BitGo Holdings, BTGO, SEC Form 4, beneficial ownership, Class A Common Stock, preferred stock conversion, Valor Digital Investments, Valor Equity Partners, Antonio Gracias, IPO