BITGO HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except share data)

Condensed Consolidated Statements of Operations

(unaudited, in thousands, except per share data)

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited, in thousands, except share data)

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

Notes to Condensed Consolidated Financial Statements

Note 1. Description of Business

BitGo, Inc., a Delaware corporation formed in 2011, became a wholly owned subsidiary of BitGo Holdings, Inc., a Delaware corporation formed in 2017 in connection with a series of reorganization transactions between the two entities. In 2018, BitGo, Inc. became a wholly owned subsidiary of BitGo Holdings, Inc., and its stockholders became stockholders of BitGo Holdings, Inc. BitGo Holdings, Inc. and its wholly owned subsidiaries (collectively, the “Company”) provides various offerings to its clients including multi-signature (“multi-sig”) blockchain wallet solutions allowing for secure storage, trade settlement, staking solutions, and lending of digital assets. The Company also provides professional services to develop smart contracts.

Initial Public Offering — In January 2026, the Company completed its initial public offering (“IPO”), and its Class A common stock began trading on the New York Stock Exchange under the symbol “BTGO” on January 22, 2026. The Company sold 11,026,365 shares of its Class A common stock at $18.00 per share, generating approximately $198.5 million in gross proceeds. The Company granted the underwriters a 30-day option from the date of the IPO to purchase up to 1,770,000 additional shares at an IPO price of $18.00 per share. The underwriters did not exercise this option. Net proceeds to the Company were approximately $174.3 million, after deducting underwriting discounts and other offering expenses.

In connection with the IPO, the Company amended and restated its certificate of incorporation to authorize the issuance of up to 3,600,000,000 shares of capital stock, consisting of: (i)3,400,000,000 shares of Common Stock, par value $0.0001 per share, including (a)3,000,000,000 shares designated as Class A Common Stock, par value $0.0001 per share, (b)300,000,000 shares designated as Class B Common Stock, par value $0.0001 per share, and (c)100,000,000 shares of Blockchain Common Stock, par value $0.0001 per share; and (ii)200,000,000 shares of Preferred Stock, par value $0.0001 per share.

Among other provisions, the amended and restated certificate of incorporation provides (i) for Class A common stock, with each share of the Class A common stock entitling its holder toone vote per share on all matters presented to the stockholders generally; (ii) for Class B common stock, with each share of Class B common stock entitling its holder tofifteen votes per share. Other than voting rights, Class A common stock and Class B common stock have identical rights, including the liquidation and dividend rights.

Upon the completion of the IPO, all shares of the Company’s then outstanding convertible preferred stock automatically converted into an aggregate of 60,778,788 shares of Class A common stock.

Risks and Uncertainties — The Company is subject to a number of risks similar to those of other early-stage companies, including, but not limited to, a limited operating history; the potential need for additional capital or financing to fund operating losses; competition from alternative offerings and services, both from other early stage and larger more established companies; protection of proprietary technology; and dependence on key individuals.

The limited history of digital asset markets has shown that market participants must continually adapt to technological change and to innovate new solutions in order to secure and safeguard assets. The regulatory environment for the custody of digital intangible assets is complex, evolving, and uncertain, requiring the Company to allocate resources in legal, accounting, compliance, technology, and other functions that could impact the Company’s consolidated financial statements. Future regulatory rules adopted domestically and internationally may impose obligations and restrictions on how the Company manages and conducts its business activities in the future.

The growth of the digital assets industry in general is subject to a high degree of uncertainty and volatility. The Company is dependent on fee-based business for a majority of its revenue that may be materially impacted by how its customers and other market participants engage in activities around transfers of digital assets. In addition, the Company holds positions in digital assets, which are subject to a high degree of uncertainty and volatility, including the ability to liquidate those positions at favorable prices, impacting the Company’s consolidated financial statements.

As a digital asset custodian, the Company is responsible for the safeguarding of customer digital assets. A cybersecurity incident, or a failure to protect the Company’s computer systems, networks, and information, and clients’ information against cybersecurity threats, could result in the theft, loss, unauthorized access to, disclosure, use, or alteration of digital assets. Any such incident or failure could adversely impact the Company’s ability to conduct businesses and impact the Company’s consolidated financial statements.

While BitGo believes that its custodial arrangements, including those associated with BitGo’s custodial operations, are all permissible under existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in the United States and in other countries may adopt new laws and regulations, or new interpretations of existing laws, and regulations may be issued by such bodies or the judiciary, which may adversely affect BitGo’s ability to provide custodial solutions or the Company’s use of third-party custodians.

BitGo’s technological infrastructure depends, in part, on the virtual cloud infrastructure hosted by third-party vendors. Although the Company has disaster recovery plans that utilize multiple locations, any incident affecting the third-party providers’ infrastructure could adversely affect BitGo’s cloud-native platform. A prolonged service disruption would adversely impact its ability to service the Company’s customers and could damage BitGo’s reputation with current and potential customers, expose BitGo to liability, result in substantial costs for remediation, could cause BitGo to lose customers, or otherwise harm its business, financial condition and results of operations.

The assets under custody are covered by insurance, with a $250.0 million limit, which covers digital assets in the event of theft or loss of keys. There is a risk that such insurance policy could be insufficient to cover all losses or that the Company’s insurers would seek to deny coverage for a claim, even where BitGo believes that its insurance policies cover an applicable loss.

Additionally, digital intangible asset loans extended to clients carry counterparty risk. The Company assesses such risks on each transaction including the probability that the counterparty may not fulfill its contractual obligations which may result in a default. Any contractual default by a counterparty may have a material impact on the Company’s business and impact the Company’s condensed consolidated financial statements.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2025, which can be found in the Company’s Annual Report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

There have been no significant changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 that have had a material impact on the condensed consolidated financial statements and related notes, other than as discussed below.

Derivatives — The Company enters into derivative contracts for risk management purposes and facilitates client trading activities in a principal capacity. These derivative instruments include over-the-counter and exchange-traded digital asset futures, digital asset options, perpetual swaps and other derivatives. The Company accounts for derivative transactions in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Under this guidance, derivative instruments are recognized as either assets or liabilities on the condensed consolidated balance sheets and are measured at fair value using quoted prices in active markets. Derivative assets are included in other current assets, and derivative liabilities are included in other current liabilities. Realized and unrealized gains and losses are recognized within total revenue in the condensed consolidated statements of operations.

The Company borrows fiat, stablecoins, and digital assets to support its lending activities. Fiat borrowings are recorded as cash and cash equivalents, stablecoin borrowings as financial assets, and digital assets borrowings as short term borrowings. These borrowings liabilities are treated as hybrid instruments consisting of a debt-host contract and embedded derivatives.

Collateral pledged in connection with these borrowings contain two components: the borrowing is initially recorded at cost and the bifurcated embedded derivatives associated with digital asset price exposure are subsequently remeasured at fair value. Lenders may require the Company to provide additional collateral if the value of the pledged collateral value falls below specified collateralization thresholds. The Company derecognizes the collateral and records a collateral receivable when it no longer controls the underlying assets. Changes in the fair value of the bifurcated embedded derivatives are recognized in the condensed consolidated statement of operations.

Reclassification — Certain prior period amounts reported in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Stockholders' Equity have been reclassified to conform to the current period’s presentation. Individual classes of convertible preferred stock previously presented separately as of December 31, 2025 have been presented on an aggregated basis as “Convertible preferred stock.” This reclassification had no effect on total assets, total liabilities or total stockholders’ equity (deficit). See Note 15 for a breakdown of the individual classes of convertible preferred stock as of December 31, 2025.

Segment Information — The Company’s Chief Operating Decision Maker (“CODM”), the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. The Company operates its business inone operating segment and, therefore, hasone reportable segment.

The CODM uses consolidated net income (loss) to measure segment profit or loss in order to identify underlying trends in the performance of the business for purposes of allocating resources and evaluating financial performance. The Company’s objective in making resource allocation decisions is to optimize the consolidated financial results.

Total revenue consists of digital assets sales revenue, staking revenue, stablecoin-as-a-service revenue, and subscription and services revenue on a consolidated basis. The CODM uses these revenue categories, together with the related costs, to evaluate profit and loss. Related costs include digital assets cost, staking fees and stablecoin sponsor fees, which are included in the Company’s consolidated results. Significant segment expenses that the CODM reviews and utilizes to manage the Company’s operations are compensation and benefits, legal and professional fees, other expenses and amortization and depreciation at the consolidated level, which are presented in the Company’s consolidated statements of operations. Other segment items included in consolidated net income include other income, and provision for (benefit from) income taxes which are presented in the Company’s consolidated statements of operations.

The table below provides details on reported segment revenue, segment profit or loss, and key segment expenses (in thousands):

(1) Other expenses include insurance, marketing, equipment and technologies, occupancy and other expenses.

Cash and Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. As of March 31, 2026, and December 31, 2025, cash and cash equivalents consists primarily of investments in U.S. dollar-denominated money market funds, checking, and savings deposits. The Company’s cash balances exceed those that are federally insured.

In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, the Company determined the fair value hierarchy of its money market fund accounts as Level 1, as the valuation is based on quoted prices in active markets. The fair value of the Company’s money market fund, excluding restricted cash and cash equivalents segregated for the benefit of stablecoin holders, approximated $70.9 million and $49.1 million, as of March 31, 2026, and December 31, 2025, respectively.

Cash and cash equivalents segregated for the benefit of stablecoin holders – restricted — Cash and cash equivalents segregated for the benefit of stablecoin holders represent cash and cash equivalents maintained in segregated bank accounts that are held for the exclusive benefit of stablecoin holders.

The Company segregates assets backing stablecoins issued by BitGo to satisfy its obligations under all applicable regulatory requirements and commercial laws and classifies these assets as current based on their purpose and availability to fulfill its direct obligation to customers. The Company maintains no legal, equitable, financial or other ownership interest over the reserve assets. The reserve assets are maintained on a basis where they are held by the Company for the benefit of stablecoin holders and are restricted as to use for any purpose other than to redeem stablecoin holders’ deposits. As of March 31, 2026, and December 31, 2025, the assets backing stablecoins, included within Cash and cash equivalents segregated for the benefit of stablecoin holders, amounted to $4.4 billion and $3.3 billion, respectively. The Company earns interest on these reserve assets and recognizes revenue on a gross basis, based on the total interest income earned, which is reflected in revenue as Stablecoin-as-a-Service revenue.

Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable and loans and digital intangible asset loans. The Company invests its excess cash in low-risk, highly liquid money market funds with major financial institutions. The Company closely monitors the extension of credit to its customers, while maintaining allowances, if necessary, for potential credit losses. On a regular basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses, based on a history of partial write-offs and collections and current credit conditions. Risks related to digital intangible asset and loan receivables, including customer concentration limits, collateral and margin requirements, are monitored on a daily basis.

Significant customers are those that represent more than 10% of the Company’s total revenue, gross accounts receivable, or total loan balance at each balance sheet date. For the three months ended March 31, 2026 and 2025, the Company’s largest customers accounted for 19.1% and 10.9% of total revenue, respectively.

As of March 31, 2026 and December 31, 2025, no customers accounted for more than 10% of net accounts receivable.

As of March 31, 2026 and December 31, 2025, two customers accounted for 28.6% and 12.5% and 30.2% and 12.1%, respectively, of total loan receivables.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires more detailed disclosures, on an annual and interim basis, about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the consolidated statements of operations. This guidance as further clarified through ASU No. 2025-01, Income Statement Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) will be effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied either prospectively or retrospectively. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal—Use Software (Subtopic 350-40), related to accounting for internal–use software costs. The amendments in this ASU improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective, modified prospective or retrospective adoption. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements.

In March 2026, the FASB issued ASU 2025-11—Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements.

In March 2026, the FASB issued ASU 2025-12—Codification Improvements (“ASU 2025-12”) to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements.

Note 3. Revenue

The following table presents revenue disaggregated by type during the periods presented (in thousands):

The following table presents revenue disaggregated by geography, based on the invoice address of the Company’s customers, during the periods presented (in thousands):

(1) No individual country accounted for more than 10% of total revenue, except for Great Britain and Cayman Islands, which accounted for 15.7% and 11.7%, respectively, for the three months ended March 31, 2026. No individual country accounted for more than 10% of total revenue, except for Cayman Islands, which accounted for 18.6%, for the three months ended March 31, 2025.

Note 4. Accounts Receivable and Allowance for Credit Losses

The following table presents receivable, net for the periods presented (in thousands).

The following table presents a roll forward of allowance of credit losses for the periods presented (in thousands).

As of March 2026 and December 31, 2025, no loan receivables are past due, and the Company did not record an allowance for credit losses.

Note 5. Equipment and Software, Net

Equipment and software as of the periods presented, are composed of the following (in thousands):

Total depreciation and amortization expense for the three months ended March 31, 2026 and 2025, was $1.3 million and $0.3 million, respectively.

Equipment and software by geography as of the periods presented are as follows (in thousands).

(1) No individual country accounted for more than 10% of total equipment and software, net, as of March 31, 2026 and December 31, 2025.

Note 6. Intangible assets, Net and Goodwill

Acquired intangible assets consist of developed technology and are amortized on a straight-line basis (in thousands).

Total amortization expense for the three months ended March 31, 2026 and March 31, 2025 was $0.5 million and $0.6 million, respectively.

The weighted average amortization period remaining for acquired intangible assets was 0.53 years as of March 31, 2026. As of March 31, 2026, the remaining balance of acquired intangible assets of $0.8 million will be fully amortized in October 2026.

Note 7. Digital Intangible Assets

The following table summarizes digital intangible assets (in thousands, except unit data):

Significant holdings are those digital assets that represent more than 10% of the Company’s digital assets at each balance sheet date. As of March 31, 2026, the Company’s Bitcoin holdings accounted for 74.0% of total digital asset value. As of December 31, 2025, the Company’s BTC holdings accounted for 79.7%, of total digital asset value.

The Company accounts for its digital asset inventory using the first-in, first-out (FIFO) costing method.

The fair value of digital assets as of March 31, 2026, and December 31, 2025, are classified as Level 1 under ASC 820—Fair Value Measurement (“ASC 820”).

Note 8. Digital Intangible Assets Collateral

Digital intangible assets collateral activity based on fair value and corresponding cost basis for the periods presented, are as follows (in thousands, except unit data):

The Company accounts for its digital asset inventory using the FIFO costing method.

Fair value for digital assets as of March 31, 2026, and December 31, 2025, is classified as Level 1 under ASC 820.

Note 9. Loan Receivables and Digital Intangible Assets Loan Receivables

Loan receivables for the periods presented, are as follows (in thousands):

All the loan receivables are substantially over collateralized. In the event that the value of the collateral falls below a specific threshold, the Company has the ability to make collateral calls to request the borrower deposit additional capital. After a prespecified period of time, the Company may call the loan to the borrower and in the event of nonpayment liquidate the collateral as satisfaction of the loan. The Company’s policy is to regularly evaluate its credit exposure to each borrower to determine whether to provide an allowance for loan loss. As of March 31, 2026 and December 31, 2025, the allowance for credit losses is not material.

Digital intangible assets loan receivables for the periods presented, is as follows (in thousands, except unit data).

As of March 31, 2026 and December 31, 2025, all loans outstanding were classified as current.

The Company may require cash or digital asset collateral from its borrowers as security in the event of borrower default. The Company recognizes an obligation to return the cash collateral or digital asset collateral in an amount equal to either the cash or the digital assets received. Total collateral as of March 31, 2026 and December 31, 2025, was $341.0 million and $400.1 million, respectively.

Note 10. Borrowings and Borrowings Of Digital Intangible Assets

The Company enters into arrangements with counterparties to borrow financial assets and digital assets to support its lending business. The obligation is fulfilled by returning financial assets or digital assets in accordance with the contractual terms of the borrowing agreements. Borrowings for the periods presented, is as follows (in thousands):

The weighted average interest rates related to these borrowings of financial assets as of March 31, 2026 and March 31, 2025, was 7.2% and 9.7%, respectively. The loan durations range from demand terms to maturities of up to one year.

Borrowings of digital intangible assets for the periods presented is as follows (in thousands, except unit data):

Certain of the Company’s lending arrangements require the Company to provide collateral in the form of digital assets. As of March 31, 2026 and December 31, 2025, digital assets with a fair value of $143.4 million and $135.4 million, respectively, were held by lenders as collateral under these agreements. This amount is included in other current assets on the Company’s condensed consolidated balance sheet.

The weighted average interest rate related to these borrowings of digital assets as of March 31, 2026 and December 31, 2025 were 4.3% and 5.3%, respectively. The loan durations range from demand terms to maturities of up to one year.

Note 11. Fair Value Measurements

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability

(1) Represents money market funds.

The Company has valued all Level 2 assets and liabilities measured at fair value on a recurring basis using quoted market prices as an observable input. This includes prices for underlying crypto assets and, for non-crypto denominated assets and liabilities, prices for similar assets and liabilities in inactive markets.

There were no transfers into or out of Level 3 of the fair value hierarchy during the three months ended March 31, 2026 or the year ended December 31, 2025.

Assets Recognized at Fair Value on a Nonrecurring Basis

The Company’s loan receivables are carried at amortized cost, which approximates their fair value. The loan receivables are measured at fair value on a nonrecurring basis and are Level 1 in the fair value hierarchy.

Note 12. Derivatives

The following table shows the gross and net amounts of recognized derivative assets and liabilities at fair value (in thousands):

For the three months ended March 31, 2026 and 2025, the Company recognized a net derivatives gain of $2.9 million andnil, within total revenue in the condensed consolidated statements of operations, respectively.

As of March 31, 2026, exchange traded derivative contracts are classified as Level 1 and over-the-counter derivative contracts are classified as Level 2 under ASC 820.

Note 13. Leases

Leases—The Company enters into operating leases in the normal course of business primarily for office space. The Company’s leases have remaining terms which expire through 2030. The Company’s leases do not include residual value guarantees or covenants.

The following table presents various components of the lease costs (in thousands):

(1)Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease expense for the periods presented primarily included common area maintenance charges.

Future undiscounted lease payments for operating leases with initial terms of more than one year or more as of March 31, 2026, are as follows (in thousands):

Supplemental information related to operating leases were as follows:

Note 14. Commitments and Contingencies

Operating Leases

See Note 13, “Leases” for the discussion about the Company’s lease commitments.

Non Cancelable Purchase Obligations

In the normal course of business, the Company enters into agreements containing non-cancelable purchase commitments for goods or services with various parties, which include agreements to purchase goods or services that are enforceable and legally binding to the Company. Recognition of purchase obligations occurs when products or services are delivered to the Company, generally within accounts payable, or accrued and other current liabilities. As of March 31, 2026, the Company had a total of $2.4 million in outstanding non-cancelable purchase obligations with a term of 12 months or longer that have not been recognized on its balance sheets:

Safeguarding of Customer Digital Assets

The Company is obligated to safeguard certain digital assets held on behalf of its customers, which are not recognized on the Company’s consolidated balance sheets. As such, the Company may be liable to its customers for losses arising from the Company’s failure to safeguard those digital assets from loss. The Company has not incurred any losses related to such obligations and therefore has not accrued any liabilities as of March 31, 2026 and December 31, 2025.

Litigation

From time to time, the Company is involved in various legal proceedings arising from the normal course of business activities. The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, results of operations, cash flows or financial condition. The Company has received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Defending such proceedings is costly and can impose a significant burden on management and employees, the Company may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the Company’s consolidated financial statements.

In September 2022, the Company filed suit against Galaxy Digital Holdings Ltd. (“Galaxy”), alleging that Galaxy breached and wrongfully repudiated the terms of that certain Agreement and Plan of Merger, dated as of May 5, 2021 (the “Merger Agreement”) relating to Galaxy’s proposed $1.2 billion acquisition of the Company. In November 2022, the Company filed an Amended Complaint, which seeks at least $100 million in damages. In June 2023, the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) granted Galaxy’s motion to dismiss the suit, concluding that the financial statements the Company provided to Galaxy did not comply with the requirements of the Merger Agreement, thus providing Galaxy with a valid basis to terminate the Merger Agreement. The Company appealed that ruling and in May 2024 the Delaware Supreme Court reversed the dismissal ruling and remanded the case to the Delaware Court of Chancery, finding that the definition of the financial statements in the Merger Agreement is ambiguous, necessitating consideration of extrinsic evidence. The matter is now in pre-trial proceedings, with the trial anticipated for the second half of May 2026.

Indemnification of Officers and Directors

In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s offerings when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each claim.

Note 15. Stockholders’ Equity

Convertible Preferred Stock

Immediately prior to the Company’s IPO on January 22, 2026, all convertible preferred shares then outstanding were converted into shares of the Company’s Class A common stock on aone-to-one basis. In connection with the IPO, the Company’s Amended and Restated Certificate of Incorporation became effective, which authorizes the issuance of 200,000,000 shares undesignated preferred stock with par value of $0.0001 with rights and preferences, including voting rights, designated from time to time by the Company’s board of directors.

As of March 31, 2026, there wereno shares of convertible preferred stock issued or outstanding.

The following table summarizes the Company’s convertible preferred stock as of December 31, 2025 (in thousands, except share data).

Class F Common Stock

On September 30, 2025, the Company and Michael Belshe entered into that certain Equity Exchange Right Agreement (the “Exchange Agreement”) pursuant to which Michael Belshe exchanged all of his shares of Class F common stock into Class B common stock. As such, there were no shares of Class F common stock authorized or outstanding as of March 31, 2026 and no Class F common stock outstanding as of December 31, 2025.

Common Stock

The Company has two classes of common stock outstanding — Class A common stock and Class B common stock. Shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Holders of Class A common stock are entitled toone vote per share, and holders of Class B common stock are entitled to 15 votes per share. Holders of common stock are entitled to receive dividends as may be declared from time to time by the Board of Directors. Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on aone-to-one basis. In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a sale or transfer (other than with respect to certain estate planning and other transfers). Further, upon certain events specified in the Restated Certificate of Incorporation, all outstanding shares of Class B common stock will convert automatically into shares of Class A common stock. Class A common stock and Class B common stock are referred to as common stock throughout these notes to the consolidated financial statements, unless otherwise noted.

As of March 31, 2026, there were 25,810,904 shares of Class A common stock reserved to cover stock-based awards, of which 2,867,366,830 shares were available for future issuance, As of March 31, 2026, no shares of Class B common stock were reserved and 291,144,618 shares were available for future issuance.

In connection with the closing of the Company’s January 2026 IPO, the Company sold 11,026,365 shares of its Class A common stock and certain selling stockholders sold an additional 795,230 shares. Concurrently, all convertible preferred shares then outstanding were converted into shares of the Company’s Class A common stock on aone-to-one basis. In connection with the IPO, the Company’s Amended and Restated Certificate of Incorporation became effective, which authorize the issuance of up to 3,600,000,000 shares of capital stock, consisting of: (i)3,400,000,000 shares of Common Stock, $0.0001 par value per share, including (a)3,000,000,000 shares designated as Class A Common Stock, $0.0001 par value per share, (b)300,000,000 shares designated as Class B Common Stock, par value $0.0001 per share, and (c)100,000,000 shares of Blockchain Common Stock, $0.0001 par value per share; and (ii)200,000,000 shares of Preferred Stock, $0.0001 par value per share.

Note 16. Stock-Based Compensation

2026 Equity Incentive Plan — In September 2025, the Company’s board of directors approved the 2026 Equity Incentive Plan (“2026 Plan”) as a successor to its Amended & Restated 2018 Stock Incentive Plan (“2018 Plan”), which became effective upon the Company’s IPO. The 2026 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and performance and stock bonus awards. Upon adoption, an aggregate of 9,028,124 shares of the Company’s Class A common stock have been reserved for future issuance with (i) an automatic increase on January 1 of each calendar years by 5% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the preceding calendar year, or (ii) a lesser number of shares as may be determined by the Company’s board of directors prior to January 1 of each year. The share reserve is reduced by the number of shares granted under the 2026 Plan, and increased by the number of shares subject to stock options or other stock awards granted under the 2018 Plan that expire, are forfeited, or are otherwise returned to the 2018 Plan.

Stock Options — The 2026 Plan provides for the grant of ISOs and NSOs to purchase shares of Class A common stock at an exercise price determined at the grant date. ISOs may be granted only to employees, including officers and directors who are also employees. The exercise price of all stock options must be at least equal to the fair market value of the Company’s Class A common stock on the grant date. For ISOs granted to individuals who own more than 10% of the total combined voting power of all classes of the Company’s capital stock, the exercise price must be at least 110% of fair market value on the grant date. Stock options generally have a maximum term often years from the grant date. However, ISOs granted to holders of more than 10% of the Company’s voting power are limited to a maximum term offive years. Stock options typically vest over three tofour years. Each option entitles the holder to purchase one share of Class A common stock upon exercise.

On September 18, 2019, the Company granted a non-statutory option to Mr. Belshe to acquire 1,500,960 shares of BitGo Class A common stock outside of the Company’s 2018 Plan, as a non-Plan grant (the “Non-Plan Option Grant”). On June 23, 2020, the Non-Plan Option Grant was repriced from an exercise price of $0.97 to an exercise price of $0.18 (the “Repricing”). To effectuate the Repricing, the Company cancelled the Non-Plan Grant Option and regranted it as a non-Plan Option (the “Non Plan Repriced Option”), with all terms, other than the exercise price, remaining unchanged, including the vesting schedule. On March 30, 2021, and on April 8, 2022, Mr. Belshe exercised the Non-Plan Repriced Option for respectively 531,590 and 406,510 shares. The Non-Plan Repriced Option remains outstanding for 562,860 shares.

In connection with the Company’s IPO, the Company registered the shares underlying this award on a Form S-8 for administrative and settlement purposes. As a result, the Non Plan Repriced Option is treated as granted under the 2018 Plan solely with respect to the registration of the underlying shares.

A summary of the Company’s stock option activity is presented below (in thousands, except per share amounts and terms).

The weighted-average grant-date fair value of options granted during the three months ended March 31, 2026 and 2025 was $4.46 and $3.12, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2026 and 2025 was $4.3 million and $1.8 million, respectively. As of March 31, 2026, unrecognized stock-based compensation expense related to unvested stock options was $17.0 million, which is expected to be recognized over a weighted-average period of 3.35 years.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes model with the following assumptions:

Stock-Based Compensation Expense — For the three months ended March 31, 2026 and 2025, stock-based compensation expense related to stock options was $0.7 million and $1.0 million, respectively.

Restricted Stock Units — Under the 2026 Plan, RSUs may be granted to employees, directors, and consultants. RSUs generally vest ratably over four years, subject to continued service, except for one RSU that vests immediately upon the completion of the Company’s IPO. RSUs granted prior to the Company’s IPO were subject to both service-based and liquidity-event vesting conditions; the liquidity condition was satisfied upon completion of the Company’s IPO. RSUs granted subsequent to the IPO are subject only to service-based vesting conditions. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding.

Under the Company’s RSU settlement procedures, for RSUs granted in fiscal year 2024 (the “2024 RSUs”), settlement is structured such that 50% of the vested RSUs are settled in shares and 50% in cash, except for RSUs granted to certain employees and officers, for which shares are withheld to satisfy tax obligations. RSUs granted in fiscal year 2025 and thereafter are settled upon vesting with shares withheld to satisfy tax obligations. For 2024 RSUs, the cash-settled portion is primarily used to satisfy employee tax withholding obligations, with any excess cash remitted to the employee.

The Company accounts for the cash-settled portion of the 2024 RSUs as liability awards and remeasures the related liability and expense at each reporting date until settlement. The equity-settled portion of the 2024 RSUs and all RSUs granted in fiscal year 2025 and thereafter are accounted for as equity awards based on the fair value on the grant date.

During the three months ended March 31, 2026, the Company recognized stock-based compensation expense of $10.4 million related to RSUs during the three months ended March 31, 2026, of which $8.0 million related to RSUs settled in shares and $2.4 million related to RSUs settled in cash. As of March 31, 2026, the Company recorded a liability of $26 thousand related to the cash-settled portion of the 2024 RSUs, which is included in other current liabilities in the condensed consolidated balance sheets. In connection with the settlement of RSUs granted to certain employees and officers, the Company withheld 165,756 shares to satisfy tax obligations.

The weighted-average grant-date fair value of RSUs granted during the three months ended March 31, 2026 was $7.49. No RSUs were granted during the three months ended March 31, 2025. The total fair value of RSUs that vested during the three months ended March 31, 2026 was $6.8 million. No RSUs vested during the three months ended March 31, 2025.

As of March 31, 2026, total unrecognized compensation cost of $23.4 million related to RSUs settled in shares, which is expected to be recognized over a weighted-average period of 3.06 years, and $0.8 million related to RSUs settled in cash, which is expected to be recognized over a weighted-average period of 2.18 years.

The following table summarizes unvested RSUs as of March 31, 2026 (in thousands, except per share amount).

2026 Employee Stock Purchase Plan — In September 2025, the Company’s board of directors approved the 2026 Employee Stock Purchase Plan (“2026 ESPP”), which became effective upon the Company’s IPO. An initial reserve of 2,600,000 shares of Class A common stock has been reserved for future issuance, with (i) an automatic increase to such reserve on January 1 of each calendar year by 1% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the preceding calendar year, or (ii) a lesser number of shares as may be determined by the Company’s board of directors prior to January 1 of each year. Under the 2026 ESPP, eligible employees may purchase shares of Class A common stock at a purchase price equal to 85% of the fair market value of a share of Class A common stock on either the first or last day of the applicable offering period, whichever is lower. Except for the first and second offering periods, the 2026 ESPP provides forsix-month offering periods, each consisting of a single purchase period ending on May 31 and November 30 of each year. The initial purchase period commenced upon the completion of the Company’s IPO on January 22, 2026 and will conclude on August 31, 2026, with employee contributions beginning on February 1, 2026. The second purchase period will commence on September 1, 2026 and conclude on May 31, 2027. As of March 31, 2026,2,600,000 shares were authorized and available for issuance.

The Company estimates the fair value of purchase rights granted under the 2026 ESPP on the date of grant using the Black-Scholes model with the following assumptions:

For the three months ended March 31, 2026, stock-based compensation expense related to the 2026 ESPP was $54 thousand. As of March 31, 2026, unrecognized stock-based compensation expense related to the 2026 ESPP was $119 thousand, which is expected to be recognized over a weighted-average period of 0.42 years.

Note 17. Net Loss Per Share

The Company computes earnings per share using the two-class method, which applies to issuers with multiple classes of common stock and participating securities. Under this method, earnings available to common stockholders are allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Prior to the IPO, the outstanding convertible preferred stock were deemed to be participating securities. However, these participating securities were excluded from the computation of net loss per share during periods of net loss because the convertible preferred stockholders had no contractual obligation to participate in losses.

In connection with the IPO, the Company amended its certificate of incorporation to authorize the issuance of Class A common stock and Class B common stock. Other than voting rights, Class A common stock and Class B common stock have identical rights, including the liquidation and dividend rights. Accordingly, Class A common stock and Class B common stock share equally in the Company’s net income (losses), and as such have been combined for the purpose of calculating net income (loss) per share.

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of total common stock outstanding. For the three months ended March 31, 2026 and 2025, because the Company was in a loss position, diluted net loss per share is the same as basic net loss per share as the inclusion of the potential common shares outstanding would have been antidilutive.

The computation of net loss per share, including the weighted average shares outstanding used in the computation, is as follows (in thousands, except per share amounts):

Anti-Dilutive Securities

As of March 31, 2026 and March 31, 2025, an immaterial number of shares related to potentially dilutive common stock were excluded in the diluted net loss per share calculation above because the impact of including them would have been anti-dilutive.

Note 18. Joint Venture

On March 4, 2024, the Company entered into a joint venture agreement with a local bank in South Korea and a third-party investor to form BitGo Korea Inc. (“Korea JV”) in the Republic of Korea. This venture aims to further expand BitGo’s global reach.

BitGo Korea JV is consolidated under the Voting Interest Entity (“VIE”) Consolidation Model as it does not meet the VIE characteristics, and BitGo controls the board with 3 out of 5 directors, making all board decisions subject to majority approval. Consequently, interests held by two other investors are recognized as Non-Controlling Interests.

The total consideration the Company invested is KRW 2,501.7 million ($1.8 million USD), thereby acquiring a majority interest of 53% in the Korea JV. As of March 31, 2026 and December 31, 2025, the carrying amount of the assets was $2.5 million and $2.9 million, respectively, and liabilities of $54 thousand and $67 thousand, respectively, of the condensed consolidated Korea JV. Total earnings attributable to Non-Controlling Interests for the three months ended March 31, 2026 and 2025 were immaterial. The Company’s involvement with the Korea JV does not have a significant effect on the Company's financial condition, results of operations or cash flows.

Note 19. Income Taxes

The Company’s annualized effective income tax rate of 15.5% for the three months ended March 31, 2026, calculated based on first quarter actual results and forecasted results for the remainder of fiscal year 2026, differed from the effective income tax rate of 22.0% for the three months ended March 31, 2025, primarily due to state and local taxes, partially offset by the benefit recognized upon the settlement of employee stock-based awards. The Company’s annualized effective income tax rate also differed from the U.S. federal statutory rate of 21.0% primarily due to state and local taxes and limitations on the deductibility of executive compensation, partially offset by the benefit recognized upon the settlement of employee stock-based awards.

Note 20. Related Party Transactions

For the three months ended March 31, 2026, there were $366.9 million of revenue transactions with executive officers and shareholders, of which $364.7 million, were digital asset sales and $2.2 million were wallet solutions and staking revenue. Additionally, the Company acquired digital assets from executive officers and shareholders to be resold. There were $363.9 million related party digital asset sales costs. As of March 31, 2026, the Company had $13.9 million in borrowings and $0.8 million of accounts receivable outstanding with related parties.

For the three months ended March 31, 2025, there were $94.4 million of revenue transactions with executive officers and shareholders, of which $86.5 million were digital asset sales and $8.0 million were wallet solutions and staking revenue. Additionally, the Company acquired digital assets from executive officers and shareholders to be resold. There were $91.0 million related party digital asset sales costs. As of December 31, 2025, the Company had $22.9 million in borrowings and $0.5 million of accounts receivable outstanding with related parties.