Form 8-K

8-K — BITGO HOLDINGS, INC.

Accession: 0001740604-26-000048

Filed: 2026-08-12

Period: 2026-08-10

CIK: 0001740604

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — btgo-20260810.htm (Primary)

EX-99.1 (btgo-exhibit991_2026xq2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: btgo-20260810.htm · Sequence: 1

btgo-20260810

0001740604false00017406042026-08-102026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

BitGo Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43057

82-3998490

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

101 S. Reid Street, Suite 307, PMB# 9793

Sioux Falls, SD 57103

(Address of principal executive offices,

including zip code)

(650) 847-0009

Registrant’s Telephone Number, Including

Area Code

Not Applicable

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par

value $0.0001 per share

BTGO

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On August 12, 2026, BitGo Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2026, Edward Reginelli informed the Board of Directors of the Company of his intention to resign as Chief Financial Officer and principal accounting officer of the Company, effective September 15, 2026 (the “Resignation Date”). Mr. Reginelli’s decision to resign was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company has launched a formal search for Mr. Reginelli’s successor. Following the Resignation Date, Mr. Reginelli will provide guidance and support in an advisory role while the Company conducts a comprehensive search for his replacement in order to assist with the orderly transition of duties to his successor.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

99.1

Press Release dated August 12, 2026

104.0 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BitGo Holdings, Inc.

Date:

August 12, 2026

By: /s/ Edward Reginelli

Edward Reginelli

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-99.1

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Document

BitGo Announces Second Quarter 2026 Financial Results

NEW YORK, August 12, 2026 (BUSINESS WIRE) – BitGo Holdings, Inc. (NYSE: BTGO) (“BitGo” or “the Company”), the digital asset infrastructure company, today reported its financial results for its second quarter ended June 30, 2026.

Q2 2026 Highlights

•Clients on Platform, Normalized Assets on Platform, and Normalized Assets Staked increased 26%, 31%, and 36% year-over-year, respectively, reflecting continued growth in institutional adoption.

•Sharpened investment priorities and strengthened the operating model, expected to drive approximately $15 million of annualized cash savings.

•Expanded the use of AI across engineering and operations to accelerate software development, automate manual processes, and improve operating efficiency.

•Launched quantum-risk management capabilities for Bitcoin wallets, further strengthening BitGo’s institutional custody platform and security leadership.

•Authorized a share repurchase program of up to $50 million as part of the Company’s disciplined capital-allocation framework.

Q2 2026 Summary

The following tables present selected key financial and operating metrics for Q2 2026.

Financial Metrics

($ in millions, unless otherwise stated; unaudited)

Metric Q2’26 Q2’25 YoY Q1’26 QoQ

Total Revenue $ 4,329.4 $ 2,410.5 79.6 % $ 3,773.6 14.7 %

Direct Costs1

$ 4,286.9 $ 2,371.0 80.8 % $ 3,724.6 15.1 %

Net Income (Loss) $ (19.0) $ 38.3

N.M.2

$ (60.7)

N.M.2

Adjusted EBITDA $ (4.2) $ 3.0

N.M.2

$ (1.7)

N.M.2

Key Performance Indicators (“KPIs”)

(KPIs reflect client activity and assets on the BitGo platform)

KPIs Q2’26 Q2’25 YoY Q1’26 QoQ

Number of Clients 5,833 4,621 26.2 % 5,569 4.7 %

Number of Users (in millions)

1.2 1.1 6.1 % 1.2 1.3 %

Assets on Platform (in billions)

$ 65.2 $ 90.3 (27.8) % $ 63.0 3.5 %

Normalized Assets on Platform3 (in billions)

$ 65.2 $ 49.6 31.4 % $ 61.2 6.4 %

Assets Staked (in billions)

$ 11.9 $ 25.6 (53.6) % $ 11.8 0.3 %

Normalized Assets Staked3 (in billions)

$ 11.9 $ 8.7 36.1 % $ 11.5 3.0 %

______________________________________________________

1 Direct Costs reflects direct transaction-related digital asset sales costs, staking fees, and stablecoin sponsor fees.

2 N.M. = Not Meaningful. Period-over-period percentage comparisons are not meaningful due to the magnitude and/or directional nature of the change.

3 Normalized Assets on Platform and Normalized Assets Staked reflect prior period digital asset balances using current quarter median digital asset prices to better illustrate underlying asset growth excluding the impact of digital asset price movements. BitGo has adjusted these metrics to use the current quarter medians instead of quarter average to reduce the impact of statistical outliers in the data and to better present a comparable normalized figure.

Management Commentary

Mike Belshe, CEO of BitGo

“BitGo continued strengthening its institutional platform during the second quarter. We grew assets on platform, deepened client relationships, streamlined our cost structure, and continued investing in capabilities that make our platform more valuable to clients and the broader ecosystem.

As digital assets, stablecoins, and tokenized financial markets adoption accelerates, we believe demand for secure, regulated infrastructure will expand significantly. That’s where BitGo is uniquely positioned.

Our role is to provide the critical infrastructure institutions need regardless of which assets, networks, or applications ultimately succeed. We’re already seeing that thesis play out. Following quarter-end, we supported DTCC’s demonstration of tokenized securities by providing the regulated custody infrastructure that enabled institutions to securely custody and transfer tokenized assets. We believe this represents an important milestone in the advancement of tokenized financial markets. Together, with our work supporting initiatives such as Canton Network and Figure, it demonstrates that leading institutions are increasingly selecting BitGo’s regulated infrastructure as digital assets move into production. We believe we’re still in the early stages of institutional adoption. As our industry continues to advance, we believe BitGo is well positioned to provide the critical infrastructure institutions require and capture a growing share of that long-term growth opportunity.”

Ed Reginelli, CFO of BitGo

“Total Q2 revenue increased 14.7% sequentially and 79.6% year-over-year to approximately $4.3 billion in the second quarter.

During the quarter, we sharpened our investment priorities and took actions expected to generate approximately $15 million of annualized cash savings. With $159.0 million of cash, approximately $147.7 million of company-owned Bitcoin, no corporate-level debt, and a recently authorized $50 million share repurchase program, we have the financial flexibility to invest behind our highest-priority opportunities while maintaining discipline around costs and capital allocation. As we enter the second half, our focus is translating continued business growth into stronger earnings, disciplined capital allocation, and more durable financial performance.”

Consolidated Financial Highlights

•Total Revenue of $4.3 billion increased 79.6% year-over-year, driven primarily by higher Digital Asset Sales activity and growth from Stablecoin-as-a-Service. Sequentially, total revenue increased 14.7%, reflecting higher revenue across Digital Asset Sales, Staking, Subscriptions and Services, and Stablecoin-as-a-Service.

•Net Loss was $19.0 million compared to Net Income of $38.3 million in Q2 2025 and Net Loss of $60.7 million in Q1 2026. The year-over-year change primarily reflected a $18.8 million unrealized loss on digital assets in Q2 2026, compared with a $55.8 million unrealized gain in the prior-year period. The sequential improvement primarily reflected a smaller unrealized mark-to-market loss on digital assets and lower compensation and benefits expense, including the normalization of IPO-related stock-based compensation.

•Adjusted EBITDA Loss was $4.2 million compared with an Adjusted EBITDA gain of $3.0 million in Q2 2025 and an Adjusted EBITDA Loss of $1.7 million in Q1 2026. The sequential decline primarily reflected lower economic contribution from Digital Asset Sales and Staking, partially offset by lower cash compensation and professional fees.

•Basic and Diluted EPS were $(0.16) compared with Basic EPS of $0.33 and Diluted EPS of $0.28 in the prior year, primarily reflecting the change from an unrealized gain on digital assets in the prior-year period to an unrealized loss in Q2 2026.

•Balance Sheet of $159.0 million of cash and cash equivalents and continued to maintain a balance sheet with no corporate level debt. In addition, our corporate treasury held 2,523 company-owned Bitcoin with a fair value of approximately $147.7 million as of June 30, 2026.

Business Line Financial Highlights

BitGo generates revenue by facilitating client activity across its platform, capturing value through transaction-based and recurring fees across multiple offerings.

($ in millions, unless otherwise stated; unaudited)

Q2’26 Q2’26

Offerings

Revenue

Direct Costs1

Unit Economics

Digital Asset Sales

$ 4,197.5 $ 4,190.4 Margin: 17 bps

Staking 64.7 60.8 Take Rate: 6.0%

Subscriptions and Services

27.5 — —

Stablecoin-as-a-Service

38.8 35.7 Take Rate: 8.0%

Interest Income

0.8 — —

Total $ 4,329.4 $ 4,286.9 —

•Digital Asset Sales: Revenue of approximately $4.2 billion, up 14.7% sequentially and 84.3% year-over-year. After direct costs, overall quarterly margin was approximately $7.1 million. While overall Digital Assets Sales volume increased, margins were impacted by lower spreads on certain spot trading transactions and lower mix of derivatives activity. As a result, our overall Digital Asset Sales margin decreased to 17 basis points, compared to 32 basis points in the first quarter and 19 basis points in the prior-year period. Spot trading revenue is recognized on a gross basis, whereas derivatives revenue is recognized on a net basis. Consequently, changes in the product mix between spot trading and derivatives can have a meaningful impact on reported Digital Asset Sales revenue and the associated margin.

•Staking: Revenue of $64.7 million was up 30.9% sequentially but down 28.8% year-over-year. Staking fees were $60.8 million, resulting in a take rate of 6.0% compared to a take rate of 16.1% in Q1 and 10.0% a year ago. Normalized Assets Staked increased 3.0% sequentially and 36.1% year over year. Sequential revenue growth reflected higher institutional staking activity, while client mix and lower take rates pressured margins.

•Subscriptions and Services: Revenue of $27.5 million was up 7.7% sequentially and up 8.5% year-over-year. The sequential increase reflected continued client growth and activity, together with increased project-based ecosystem and implementation work. Our custody and wallet relationships remain the foundation of the platform. Our priority is to convert more of those relationships into recurring, multi-product revenue.

•Stablecoin-as-a-Service: Revenue of $38.8 million, up 1.7% sequentially and 148.0% year-over-year. Stablecoin sponsor fees were $35.7 million, resulting in a take rate of 8.0%, compared to 7.4% in Q1 and 2.6% a year ago. Sequential growth was supported by higher reserve balances and fixed monthly fees from newly supported stablecoin programs. The pipeline is healthy, and we continue to see opportunities to expand the number of stablecoin programs supported by the platform.

Chief Financial Officer Transition

BitGo today announced that Chief Financial Officer, Ed Reginelli, will transition from his role during the coming quarter. Mr. Reginelli will remain with the Company to support an orderly transition.

Conference Call and Webcast Information

BitGo will host a call to discuss its results at 5:00 p.m. Eastern Time today, August 12, 2026. A live webcast of the conference call will be available online at https://investors.bitgo.com and an archived replay will be accessible at the same location for up to one year.

About BitGo

BitGo (NYSE: BTGO) is the digital asset infrastructure company delivering custody, wallets, staking, trading, financing, stablecoins, and settlement services from regulated cold storage. Since 2013, BitGo has focused on accelerating the transition of the financial system to a digital asset economy. BitGo maintains a global presence and multiple regulated entities, including BitGo Bank & Trust, National Association, the first federally chartered digital asset trust bank owned by a publicly traded company. Today, BitGo serves thousands of institutions and millions of investors worldwide. For more information, visit www.bitgo.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding our future financial performance, including our expectations regarding our revenue, cost of revenue, direct costs, gross profit or gross margin, operating expenses, including changes in operating expenses, and our ability to maintain profitability; our business plan and our ability to effectively manage our growth; our total market opportunity; anticipated trends, growth rates and challenges in our business, the digital asset economy, the price and market capitalization of digital assets in the markets in which we operate; market acceptance of our products and services; beliefs and objectives for future operations; our ability to attract and successfully retain new clients and increase adoption and use of our products and services by existing clients; our ability to develop and introduce new products and services and bring them to market in a timely manner; our expectations concerning relationships with third parties; our ability to maintain, protect, and enhance our intellectual property; our ability to continue to expand internationally; the effects of increased competition in our markets and our ability to compete effectively; future acquisitions or investments in complementary companies, products, technologies, or services; the anticipated benefits, integration, timing and completion of any proposed acquisitions; our restructuring initiatives and our expectations regarding related cost savings and operating efficiencies; our capital allocation strategy, including our share repurchase program; our key business metrics used to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions; our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business both in the U.S. and internationally given the highly evolving and uncertain regulatory landscape; economic and industry trends, projected growth or trend analysis; general economic conditions in the U.S. and globally, including the effects of global geopolitical conflicts, inflation, interest rates, any instability in the global banking sector and foreign currency exchange rates; our ability to operate and grow our business in light of macroeconomic uncertainty; our ability to remediate identified material weaknesses in our internal control over financial reporting; increased expenses associated with being a public company; and other statements regarding our future operations, financial condition, prospects and business strategies.

We have based these forward-looking statements largely on our management’s current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, and short-term and long-term business operations and objectives. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such factors may be updated from time to time in our periodic and other documents of BitGo filed with the Securities and Exchange Commission (available at www.sec.gov). Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

BitGo Holdings, Inc.

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except share data)

As of

June 30, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 158,963 $ 106,275

Cash and cash equivalents segregated for the benefit of stablecoin holders - restricted 4,634,863 3,313,527

Accounts receivables, net of allowance for credit losses 17,357 15,774

Loan receivables, at amortized cost 157,411 176,655

Digital intangible assets loan receivables 10,314 30,774

Digital intangible assets, at fair value 391,345 344,439

Digital intangible assets collateral, at fair value 330,265 260,358

Deferred tax assets 20,931 7,130

Other current assets 304,486 272,270

Total current assets 6,025,935 4,527,202

Equipment and software, net 15,078 13,180

Operating lease right-of-use assets 5,651 6,346

Intangible assets, net 407 1,226

Other non-current assets 724 713

Total assets $ 6,047,795 $ 4,548,667

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 9,347 $ 9,955

Deferred revenue, current 4,507 4,710

Deposits from stablecoin holders 4,634,863 3,313,527

Borrowings 133,169 118,848

Borrowings of digital intangible assets 305,810 233,687

Obligations to return collateral 302,516 400,132

Deferred tax liability, current 21,148 7,674

Operating lease liabilities, current 2,552 2,483

Other current liabilities 207,371 135,125

Total current liabilities 5,621,283 4,226,141

Operating lease liabilities, non-current 3,453 3,978

Total liabilities 5,624,736 4,230,119

Commitments and contingencies

Stockholders’ equity:

Common stock A, $0.0001 par value - 3,000,000,000 and 139,950,076 shares authorized as of June 30, 2026 and December 31, 2025; 108,219,469 and 33,822,318 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 10 3

Common stock B, $0.0001 par value - 300,000,000 and 140,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 8,855,382 and 8,855,382 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 1 1

Convertible preferred stock, $0.0001 par value - 200,000,000 and 68,965,833 shares authorized as of June 30, 2026 and December 31, 2025; nil and 60,778,788 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively — 222,480

Minority interest 1,638 1,953

Additional paid-in capital 439,003 32,006

Retained earnings (17,593) 62,105

Total stockholders’ equity 423,059 318,548

Total liabilities and stockholders’ equity $ 6,047,795 $ 4,548,667

BitGo Holdings, Inc.

Condensed Consolidated Statements of Operations

(unaudited, in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue

Total revenue $ 4,329,395 $ 2,410,462 $ 8,102,968 $ 4,185,126

Expenses

Digital assets sales cost 4,190,435 2,273,948 7,838,280 3,876,124

Staking fees 60,781 81,810 102,224 209,532

Stablecoin sponsor fees 35,710 15,249 71,047 15,249

Interest expense 5,845 1,252 11,863 2,937

Compensation and benefits 29,528 23,511 70,330 47,828

General and administrative expenses 21,086 17,476 41,391 33,025

Depreciation and amortization 2,121 875 3,848 1,741

Restructuring charges 1,300 — 1,300 —

Total expenses 4,346,806 2,414,121 8,140,283 4,186,436

Loss from operations (17,411) (3,659) (37,315) (1,310)

Other income (loss)

Net change in unrealized appreciation (loss) on digital assets (18,842) 55,846 (72,565) 22,034

Gain (loss) on disposal of digital assets 5,551 1,260 7,538 (272)

Total other income (loss) (13,291) 57,106 (65,027) 21,762

Income (loss) before income taxes (30,702) 53,447 (102,342) 20,452

Tax provision for (benefit from) income taxes (11,677) 15,132 (22,644) 7,871

Net income (loss) $ (19,025) $ 38,315 $ (79,698) $ 12,581

Net income (loss) attributable to common stockholders, of which: $ (19,025) $ 13,453 $ (79,698) $ 1,267

Basic - Class A common stock and Class B common stock $ (19,025) $ — $ (79,698) $ —

Basic - Class A common stock $ — $ 10,928 $ — $ 1,019

Basic - Class F common stock $ — $ 2,525 $ — $ 248

Diluted - Class A common stock and Class B common stock $ — $ — $ — $ —

Diluted - Class A common stock $ — $ 14,036 $ — $ 1,082

Diluted - Class F common stock $ — $ 2,322 $ — $ 185

Net income (loss) per share:

Basic - Class A common stock and Class B common stock $ (0.16) $ — $ (0.74) $ —

Basic - Class A common stock $ — $ 0.33 $ — $ 0.03

Basic - Class F common stock $ — $ 0.33 $ — $ 0.03

Diluted - Class A common stock and Class B common stock $ (0.16) $ — $ (0.74) $ —

Diluted - Class A common stock $ — $ 0.28 $ — $ 0.02

Diluted - Class F common stock $ — $ 0.28 $ — $ 0.02

Weighted-average shares used in computing net income (loss) per share:

Basic - Class A common stock and Class B common stock 116,341 — 107,422 —

Basic - Class A common stock — 32,900 — 31,209

Basic - Class F common stock — 7,601 — 7,601

Diluted - Class A common stock and Class B common stock 116,341 — 107,422 —

Diluted - Class A common stock — 49,356 — 47,712

Diluted - Class F common stock — 8,164 — 8,164

BitGo Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

Six Months Ended June 30,

2026 2025

Cash flow from operating activities:

Net income (loss) $ (79,698) $ 12,581

Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:

Stock-based compensation expense 14,861 1,798

Depreciation and amortization 3,848 1,741

Provision for credit losses 530 802

Digital asset fair value adjustment 72,296 (23,782)

Digital intangible assets received as revenue payments (24,098) (51,148)

Digital intangible assets used as accounts payable payments 6,089 9,499

(Gain) loss on disposal of digital intangible assets (7,538) 272

Change in fair value of receivables denominated in digital intangible assets 291 1,965

Change in fair value of payables denominated in digital intangible assets (22) (217)

Changes in assets and liabilities

Accounts receivable, net (2,404) 3,646

Digital intangible assets 13,171 32,531

Deferred tax asset (13,801) 1,478

Other assets (17,338) (11,411)

Accounts payables (585) 2,014

Deferred revenue (203) 3,436

Deferred tax liability 13,474 (7,462)

Other liabilities. (15,046) 14,204

Net cash used in operating activities (36,173) (8,053)

Cash flow from investing activities:

Purchase of equipment and capitalization of internally developed software costs (4,927) (4,939)

Purchase of digital intangible assets for treasury (22,266) (124)

Origination of loans receivable (100,241) (193,796)

Repayment of loans receivable 119,485 159,079

Net cash used in investing activities (7,949) (39,780)

Cash flow from financing activities:

Proceeds from the issuance of common stock upon exercise of options 1,342 358

Payments of withholding taxes on net share settlement of restricted stock units (3,105) —

Proceeds from initial public offering, net of issuance costs 173,985 —

Share of earnings attributable to minority interest in joint venture (315) (225)

Proceeds from borrowings to support loans 118,779 39,354

Repayment of borrowings (104,458) —

Deposits from stablecoin holders, net of redemptions 1,321,336 2,206,613

Payments to non custodial customer assets pending settlement (26,523) (4,804)

Payments to settle derivative contracts (41,202) —

Fiat currency received as collateral 8,149 581

Fiat currency returned as collateral (29,842) (18,471)

Net cash provided by financing activities 1,418,146 2,223,406

Net increase in cash and cash equivalents 1,374,024 2,175,573

Cash and cash equivalents, beginning of period 3,419,802 87,424

Cash and cash equivalents, end of period $ 4,793,826 $ 2,262,997

Non-GAAP Financial Measures

We have provided in this release financial information that has not been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with peer companies, many of which present similar non-GAAP financial measures to investors.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures provided in the Appendix below.

Adjusted EBITDA: We define Adjusted EBITDA as net income (loss), excluding (i) provision for income taxes, (ii) depreciation and amortization, (iii) stock-based compensation expense, (iv) employer payroll taxes on employee stock transactions, (v) net changes in unrealized appreciation (loss) on digital assets, (vi) certain non-recurring charges (which are specified in detail below), and (vii) restructuring charges. The above items are excluded from our Adjusted EBITDA measure because they are non-cash in nature, their amount and timing are volatile and influenced by digital asset prices, they are unpredictable, or they are not driven by the core results of operations. In any case, including such items would reduce the comparability of our financial performance across periods and with industry peers. We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance in a consistent manner. Moreover, Adjusted EBITDA is a key measure used by our management internally for financial, risk management and operational decision-making.

Adjusted EBITDA Reconciliation

(unaudited, in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ (19,025) $ 38,315 $ (79,698) $ 12,581

Provision for (benefit from) income taxes (11,677) 15,132 (22,644) 7,871

Depreciation and amortization expense 2,121 875 3,848 1,741

Stock-based compensation expense 3,613 848 14,861 1,798

Employer payroll taxes on employee stock transactions 104 — 391 —

Net change in unrealized appreciation (loss) on digital assets 18,842 (55,846) 72,565 (22,034)

Legal, IPO-related and other costs 559 3,639 3,530 4,907

Restructuring charges 1,300 — 1,300 —

Adjusted EBITDA $ (4,163) $ 2,963 $ (5,847) $ 6,864

Investor Contact

investors@BitGo.com

Media Contact

press@BitGo.com

Source: BitGo Holdings, Inc.

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v3.26.1

Cover Page

Aug. 10, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Aug. 10, 2026

Entity Registrant Name

BitGo Holdings, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-43057

Entity Tax Identification Number

82-3998490

Entity Address, Address Line One

101 S. Reid Street, Suite 307, PMB# 9793

Entity Address, City or Town

Sioux Falls

Entity Address, State or Province

Entity Address, Postal Zip Code

57103

City Area Code

650

Local Phone Number

847-0009

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A Common Stock, par value $0.0001 per share

Trading Symbol

BTGO

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001740604

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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