SCHEDULE: Carlos Domingo Discloses 5.4% Stake in Securitize Corp.

Carlos Domingo, CEO and Director of Securitize Corp., has filed a Schedule 13D disclosing beneficial ownership of 9,016,960 shares, representing 5.4% of the company's common stock.

Summary

• Carlos Domingo, CEO and Director of Securitize Corp., has filed a Schedule 13D, reporting beneficial ownership of 9,016,960 shares of common stock.
• This holding represents 5.4% of the company's outstanding common stock, calculated based on 163,218,683 shares outstanding as of July 1, 2026, and exercisable options.
• The shares were acquired in connection with a Business Combination that closed on July 1, 2026, involving Cantor Equity Partners II, Inc. and Old Securitize.
• Domingo co-founded Old Securitize in 2017 and received these securities as founder equity and compensation.
• The shares are held directly and indirectly through various LLCs: Domingo Dynasty LLC, CD Dynasty LLC, AD Dynasty LLC, MD Dynasty LLC, and OD Dynasty LLC.
• Domingo has sole voting and dispositive power over the shares held by these trusts.
• He intends to review his investment and may engage in discussions regarding the company's business, operations, governance, or control.
• A loan agreement from December 13, 2025, involves 150,000 shares of Old Securitize (converted to 666,591 shares of Securitize Corp. common stock) pledged as collateral.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, indicating significant insider ownership and alignment, but also noting potential risks associated with pledged shares and lock-up periods.

Positives

• Carlos Domingo, as CEO and Director, holds a significant stake (5.4%) in Securitize Corp., indicating strong alignment with the company's performance.
• The acquisition of shares is tied to a business combination, suggesting a strategic integration and potential for growth.
• Domingo's intention to review his investment and potentially influence corporate activities could lead to strategic improvements.
• The existence of registration rights ensures that Domingo and other RRA parties can seek to register their shares for resale, providing potential liquidity.

Negatives

• A portion of the shares (666,591) are pledged as collateral under a loan agreement, which could lead to their sale if loan obligations are not met.
• A former spouse has the right to receive 270,000 shares or their proceeds, potentially diluting Domingo's direct benefit or requiring a sale.
• Lock-up agreements restrict the sale of shares for 180 days from the closing date, with partial early release contingent on stock price performance.

Risks

• The pledged shares could be foreclosed upon if the loan agreement terms are breached.
• The lock-up period and early release conditions create uncertainty regarding the timing of potential share sales by Domingo and other lock-up parties.
• Future decisions by Domingo regarding his investment, including potential disposals, could impact the stock price.

Future Outlook

Carlos Domingo intends to review his investment in Securitize Corp. on a continuing basis and may engage in discussions with management, the Board, and other securityholders regarding the company's business, operations, governance, or control. He may also purchase additional securities or dispose of his current holdings depending on his evaluation of the company's prospects and market conditions.

Management Comments

• Carlos Domingo has sole voting power with respect to the securities held by the Trusts.
• The Reporting Person acquired the securities reported herein in connection with his role as Co-Founder, Chief Executive Officer and a director on the Board of the Old Securitize, for investment purposes, and intends to review his investment on a continuing basis.
• In his capacity as Chief Executive Officer and a director on the Board of the Issuer, the Reporting Person may have influence over the corporate activities of the Issuer.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing by Securitize Corp.'s CEO, Carlos Domingo, highlights significant insider ownership following a business combination. Such filings are crucial for understanding control dynamics and potential future strategic moves within the digital asset and fintech infrastructure sector.

Corporate Governance

Legal Proceedings

• Carlos Domingo has not been convicted in a criminal proceeding in the last five years.
• Carlos Domingo has not been a party to a civil proceeding in the last five years that resulted in judgments related to securities laws.
• A former spouse has the right to receive 270,000 shares of Common Stock or the proceeds from their sale due to a settlement.

Related Party Transactions

• Carlos Domingo, as CEO and Director, is a related party to Securitize Corp.
• Shares were acquired through various LLCs managed by Carlos Domingo (Domingo Dynasty LLC, CD Dynasty LLC, AD Dynasty LLC, MD Dynasty LLC, OD Dynasty LLC).
• The Business Combination involved entities related to Cantor Equity Partners II, Inc.
• A loan agreement was entered into with James H. Finn Johnson, with shares pledged as collateral.

Stakeholder Impact

• Shareholders: The filing provides transparency on insider ownership and potential future share movements, impacting market perception and stock price.
• Employees: The CEO's significant stake and potential influence may signal stability or strategic direction, affecting employee confidence.
• Creditors: The loan agreement and pledged shares could impact the company's financial stability if collateral is foreclosed upon.
• Management: Domingo's role as CEO and Director with significant ownership aligns his interests with the company's success.

Next Steps

• Carlos Domingo will continue to review his investment in Securitize Corp.
• Domingo may engage in discussions with management, the Board, and other securityholders.
• Domingo may purchase additional securities or dispose of his current holdings.
• The lock-up period for restricted securities expires 180 days from the Closing Date, with potential early release triggers.
• Registration rights will allow for the filing of a shelf registration statement for resale of certain shares.

Key Dates

Recommendation

The filing indicates significant insider ownership and alignment, which is positive. However, the presence of pledged shares and lock-up restrictions introduces uncertainty regarding future selling pressure and liquidity. A 'hold' recommendation is appropriate pending further clarity on the company's performance and the resolution of these factors.

Keywords

Securitize Corp., Schedule 13D, Carlos Domingo, Beneficial Ownership, Common Stock, Business Combination, Lock-up Agreement, Registration Rights, CEO, Director