BITGO HOLDINGS, INC.

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, “BitGo” or the “Company”) provide 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 $174.0 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 business 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, its subsidiaries, and entities consolidated under the voting interest model, after elimination of all intercompany accounts and transactions. In connection with the acquisition of NYDIG IHC LLC’s derivatives, lending, and asset management business, the Company provides asset management services to certain funds through NYDIG Asset Management, LLC. The funds managed by NYDIG Asset Management, LLC, which the Company subsequently renamed to BitGo Asset Management, LLC, are not consolidated in the Company’s condensed consolidated financial statements, as the Company does not have a controlling financial interest in the funds. 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, which are short-term in nature. Fiat borrowings are recorded as cash and cash equivalents, stablecoin borrowings as financial assets, and digital assets borrowings as digital intangible assets. The stablecoin and digital intangible asset borrowings are treated as hybrid instruments consisting of a debt-host contract and an embedded derivative.

The stablecoin and digital intangible asset borrowings are initially recorded at cost and the bifurcated embedded derivative associated with digital asset price exposure are subsequently remeasured at fair value. Changes in the fair value and the bifurcated embedded derivatives are recognized in net change in unrealized appreciation (loss) on digital assets in the condensed consolidated statement of operations. The Company derecognizes the collateral pledged in connection with these borrowings and records a collateral receivable when it no longer controls the underlying assets. Collateral receivable in the form of digital assets is measured at fair value at each reporting date and changes in the fair value are recognized in net change in unrealized appreciation (loss) on digital assets in the condensed consolidated statement of operations. Lenders may require the Company to provide additional collateral if the value of the pledged collateral falls below specified collateralization thresholds.

Restructuring Charges — Costs associated with the Company’s restructuring plan primarily consist of severance payments, benefits continuation, and other employee separation costs. In general, the Company records involuntary employee-related exit costs when it communicates to employees that they are entitled to receive such benefits and the amount can be reasonably estimated. These costs are recorded in restructuring charges in the condensed consolidated statements of operations. The remaining restructuring liability is included in accrued liabilities in the condensed consolidated balance sheet. See Note 21 — “Restructuring Charges” for further discussion.

Other Current Assets — Other current assets consist primarily of prepaid expenses, prepaid income taxes, collateral on deposit with lenders, collateral from clients related to lending and trading arrangements that are in the financial assets, and assets related to trading business that remain in a settlement position at September 30, 2026. Collateral on deposit with lenders is derecognized when control is surrendered, at which time a corresponding collateral receivable is recognized within other current assets in the Consolidated Balance Sheets. As of September 30, 2026 and December 31, 2025, collateral receivable for collateral on deposit with lenders amounted to $151.6 million and $139.5 million, respectively.

Digital Intangible Assets as Collateral — As part of its digital asset lending and trading arrangements, the Company may require borrowers and trading clients to provide digital intangible assets or fiat currency as collateral to secure against the risk of default. Digital intangible assets collateral received is generally under the Company’s control upon receipt and is not subject to restrictions. Digital intangible assets received as collateral are measured at fair value at each reporting period, with changes in fair value recognized in net income. Fiat currency received as collateral was classified as other current assets on the Company’s condensed consolidated balance sheets. Collateral received in the form of financial assets is recorded in other assets on the Company’s condensed consolidated balance sheets.

Other Current Liabilities — Other current liabilities consist primarily of accrued compensation and related benefits, and accrued general and administrative expenses, trading collateral, and liabilities related to trading business that remain in a settlement position.

Goodwill — Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually during the fourth quarter, or more frequently, if events or changes in circumstances indicate that the carrying value of a reporting unit, including goodwill, may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure.

In testing for goodwill impairment, the Company first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors assessed may include the following: (i) significant changes in the manner of our use of the assets or the strategy of our overall business, (ii) certain restructuring initiatives, (iii) significant negative industry or economic trends and (iv) significant decline in our share price for a sustained period. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we proceed to the quantitative assessment.

When impairment indicators are identified, the Company compares each reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between each reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit.

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 16 — “Stockholders’ Equity” 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 sales 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 depreciation and amortization 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 technology, 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 September 30, 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 Measurement, 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 $21.3 million and $49.1 million, as of September 30, 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 September 30, 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 and nine months ended September 30, 2026, the Company’s largest customer accounted for 11.3% and 16.8% of total revenue, respectively. For the three and nine months ended September 30, 2025, the Company’s two largest customers accounted for 13.4% and 34.6%, and 12.8% and 20.1% of total revenue, respectively.

As of September 30, 2026 and December 31, 2025, no customers accounted for more than 10% of net accounts receivable.

As of September 30, 2026, three customers accounted for 30.1% and 15.7%, and 10.5% of total loan receivable. As of December 31, 2025, two customers accounted for 30.2% and 12.1% of total loan receivables.

Recent Accounting Pronouncements Adopted

In December 2025, the Financial Accounting Standards Board (“FASB”) issued codification improvements addressing technical corrections and clarifications across various topics (“ASU 2025-12”). ASU 2025-12 permits, under ASC 505, Equity, deducting the entire excess of share repurchase price over par value upon retirement from additional paid-in capital, provided such deduction does not cause additional paid-in capital to become negative. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026 with early adoption permitted in any interim or annual period. The Company adopted ASU 2025-12 in the third quarter of 2026 and recognized the excess of repurchase price over par value in additional paid-in capital. The Company did not have share repurchases prior to the third quarter of 2026.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the 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 December 2025, 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 (“ASC 270”), 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 disclosure 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.

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) For the three and nine months ended September 30, 2026, no individual country accounted for more than 10% of total revenue, except for the United Kingdom, which accounted for 18.1% and 12.7%, respectively. For the three and nine months ended September 30, 2025, no individual country accounted for more than 10% of total revenue, except for the Cayman Islands, which accounted for 15.2% and 19.0%, respectively.

Note 4. Accounts Receivable and Allowance for Credit Losses

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

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

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 equipment and software was $2.1 million and $5.1 million for the three and nine months ended September 30, 2026, respectively, and $0.4 million and $0.9 million for the three and nine months ended September 30, 2025, 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 September 30, 2026 and December 31, 2025.

Note 6. Business Combination

On August 27, 2026, the Company entered into an Agreement and Plan of Merger (the “Gotham Merger Agreement”) with Project Gotham Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub 1”), Project Gotham Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub 2”), NYDIG IHC LLC, a Delaware limited liability company (the “Seller”) and NYDIG IF Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Seller (the “Target Company”). BitGo completed and closed on the acquisition of the Target Company on August 27, 2026, at which time the merger was consummated and BitGo obtained control of the Target Company.

Pursuant to the Gotham Merger Agreement, Merger Sub 1 merged with and into the Target Company, with the Target Company continuing as the surviving company and a wholly owned direct subsidiary of BitGo. Immediately thereafter, the Target Company merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned direct subsidiary of BitGo.

The Company acquired 100% of the equity interests of the Target Company, including the institutional trading business and related assets of the Target Company. The acquisition was accounted for as a business combination in accordance with ASC 805—Business Combinations (“ASC 805”). Under ASC 805, the assets acquired and liabilities assumed of the Target Company are recorded at their respective fair values as of the acquisition date. Goodwill represents the excess of the estimated fair value of the consideration transferred over the estimated fair value of the net assets acquired. The goodwill recognized is not expected to be deductible for U.S. income tax purposes. BitGo’s acquisition of the Target Company’s institutional trading business is expected to expand the Company’s institutional markets platform by enhancing trading and derivative capabilities that enhance the Company’s existing trading offerings while complementing BitGo’s regulated custody, settlement, and wallet infrastructure.

The total fair value of the consideration was $57.7 million, which consisted of $11.7 million cash, including $1.2 million expected to be paid upon the finalization of working capital adjustment, shares of the Company’s common stock, par value $0.0001 per share, with an aggregate value of approximately $42.5 million, and a contingent right to receive $3.5 million in cash and shares upon the achievement of a specified revenue milestone. The contingent consideration was fair valued using a Monte Carlo method based on management’s assumptions and estimates associated with the probability that the specified thresholds for payments will be met.

Transaction costs associated with the acquisition were approximately $1.4 million and were recorded in general and administrative expense.

The estimated fair values of the developed technology and customer relationship were determined based on the relief from royalty method and the multi-period excess earnings method, respectively, and are being amortized over their remaining useful lives of 3.0 years and 5.0 years, respectively.

The Company has included the operating results of the Target Company in its condensed consolidated financial statements since the date of acquisition. The revenue and net loss of the Target Company included in the condensed consolidated financial statements of operations from the date of acquisition to September 30, 2026 were not material.

The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The final allocation could differ materially from the preliminary allocation and may include changes in allocations to current assets, current liabilities and goodwill. The primary areas of preliminary purchase price allocation that remain subject to finalization include working capital adjustments and contingent consideration liabilities. The table below summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands):

1 Other assets include collateral receivable of $53.4 million, derivative assets of $14.5 million, and other receivables and prepaid expenses of $3.9 million.

2 Other current liabilities include collateral payable of $225.0 million, derivative liabilities of $12.7 million, and other liabilities of $1.6 million.

The following unaudited supplemental pro forma financial information is provided for informational purposes only and summarizes the Company's combined results of operations as if the acquisition had occurred on January 1, 2025 (in thousands):

Note 7. Intangible Assets, Net and Goodwill

Intangible Assets, Net

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

Total amortization expense was $0.7 million and $1.5 million for the three and nine months ended September 30, 2026, respectively, and $0.7 million and $2.0 million for the three and nine months ended September 30, 2025, respectively.

The weighted average amortization period remaining for acquired intangible developed technology and customer relationship was 0.76 years and 4.91 years, respectively, as of September 30, 2026.

As of September 30, 2026, expected future amortization expense related to acquired intangible assets is as follows (in thousands):

Goodwill

The following table reflects the changes in the carrying amount of goodwill (in thousands):

Note 8. 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 September 30, 2026, the Company’s Bitcoin holdings accounted for 72.3% of total digital asset value. As of December 31, 2025, the Company’s Bitcoin 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.

Fair value for digital intangible assets as of September 30, 2026 and December 31, 2025, is determined following the principles in ASC 820—Fair Value Measurement (“ASC 820”) using quoted prices observed in the Company’s principal market for each digital asset at the time of measurement.

The fair value of digital assets as of September 30, 2026 and December 31, 2025, is classified as Level 1 under ASC 820.

Note 9. Digital Intangible Assets Collateral

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

Fair value for digital assets as of September 30, 2026 and December 31, 2025, is classified as Level 1 under ASC 820. As of September 30, 2026, the Company's digital intangible assets collateral included $44.8 million of Bitcoin holdings and $1.5 million of other digital assets that the Company held as trading collateral. The Company did not hold any digital assets as trading collateral as of December 31, 2025.

Note 10. Loan Receivables and Digital Intangible Assets Loan Receivables

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

All loan receivables are substantially overcollateralized. 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 that 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 September 30, 2026 and December 31, 2025, no loan receivables are past due, and the Company did not record an allowance for credit losses.

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

As of September 30, 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 September 30, 2026 and December 31, 2025, was $448.2 million and $400.1 million, respectively.

Note 11. 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 are as follows (in thousands):

The weighted average interest rate related to these borrowings of financial assets as of September 30, 2026 and December 31, 2025 was 6.2% and 8.0%, respectively. The loan durations range from demand terms to maturities of up to one year.

Borrowings of digital intangible assets for the periods presented are 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 September 30, 2026 and December 31, 2025, digital assets with a fair value of $119.6 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 September 30, 2026 and December 31, 2025 was 3.7% and 5.3%, respectively. The loan durations range from demand terms to maturities of up to one year.

Note 12. 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 nine months ended September 30, 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.

Contingent Consideration Liability

In connection with the acquisition of the Target Company, the Company is obligated to pay $3.5 million in cash and shares upon achievement of a specified revenue milestone. The contingent consideration liability, which is included in other non-current liabilities on the Company’s condensed consolidated balance sheets, is classified within Level 3 of the fair value hierarchy because its fair value is based on significant unobservable inputs and requires considerable management judgment. The fair value of the contingent consideration liability was estimated on the acquisition date using a Monte Carlo simulation. Key assumptions included the estimated probability of achieving the milestone and the discount rate. The key assumptions used in the Monte-Carlo simulation were revenue volatility of 55% and operating leverage of 40%. Subsequent changes in fair value will be recorded in general and administrative expenses in the condensed consolidated statements of operations. There was no change in the fair value of the contingent consideration liability between the initial recognition date of August 27, 2026 and September 30, 2026.

Note 13. Derivatives

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

For the three and nine months ended September 30, 2026, the Company recognized a net derivatives loss of $1.0 million and a net derivatives gain of $3.2 million, respectively, within total revenue in the condensed consolidated statements of operations. No net derivatives gain was recognized during the three and nine months ended September 30, 2025.

As of September 30, 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 14. 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 2035. The Company’s leases do not include residual value guarantees or covenants.

In August 2026, the Company entered into a lease for approximately 22,716 square feet of office space in Menlo Park, California. The lease commenced in August 2026 and has a term of 102 months, expiring in January 2035. The Company expects to relocate its Palo Alto office to the Menlo Park location in 2027. Total rent obligation over the lease term is expected to be approximately $12.7 million.

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 condensed 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 one year or more as of September 30, 2026, are as follows (in thousands):

Supplemental information related to operating leases was as follows:

Note 15. Commitments and Contingencies

Operating Leases

See Note 14 — “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 September 30, 2026, the Company had a total of $1.9 million in outstanding non-cancelable purchase obligations with a term of 12 months or longer that have not been recognized on its condensed consolidated 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 condensed 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 September 30, 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. Other than as set forth below, 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 “Galaxy 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 Galaxy Merger Agreement, thus providing Galaxy with a valid basis to terminate the Galaxy 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 Galaxy Merger Agreement is ambiguous, necessitating consideration of extrinsic evidence. The trial was held from May 18, 2026 to May 22, 2026. Galaxy submitted its post-trial answering brief on August 19, 2026, the Company submitted its reply brief on September 9, 2026, and post-trial arguments were held on September 14, 2026. The Company is currently awaiting the Delaware Court of Chancery's decision, which the Company currently anticipates in late 2026 or early 2027, although the timing of the decision is uncertain.

In June 2026, a purported securities class action was filed in the U.S. District Court for the Eastern District of New York against the Company and certain of its directors and officers, docketed as Jacques Arsenault v. BitGo Holdings, Inc., et al., Case No. 26-cv-03428. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”), and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the registration statement and prospectus filed in connection with the Company's January 2026 initial public offering, and in connection with statements made during the putative class period of January 22, 2026 through May 13, 2026. The plaintiff seeks, among other relief, unspecified compensatory damages, attorneys' fees, and costs. On September 8, 2026, the court appointed a lead plaintiff. The court has ordered the lead plaintiff to file any amended complaint by November 30, 2026. The Company disputes the claims and intends to vigorously defend against them. The Company is unable to predict the outcome of this matter or estimate a range of reasonably possible loss, and no amounts have been accrued as of the date of this filing. The Company has subsequently received, and expects to receive in the future, similar shareholder claims and demands.

In August 2026, certain affiliates of DWF Labs – Falcon Digital Management Corp (“Falcon”) and DWF MaaS Limited ("DWF MaaS") – issued and served a claim against the Company in the Commercial Court of England and Wales, alleging that the Company sold Falcon Finance and ESPORTS tokens prior to the expiration of contractual lock-up periods under the relevant agreements with Falcon and DWF MaaS. The claim documents state that the "primary total amount" of the claim is approximately $141 million in damages. The Company disputes the claim and intends to defend it vigorously. The matter is at a very early stage with the pleadings not yet closed, such that the Company is unable at this time to predict the outcome of this matter or estimate a range of reasonably possible loss. No amounts have been accrued as of the date of this filing.

Indemnifications

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 16. 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 of 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 September 30, 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 September 30, 2026 and no Class F common stock outstanding as of December 31, 2025.

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 authorizes 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.

Blockchain Common Stock

The Company’s Amended and Restated Certificate of Incorporation authorized the issuance of 100,000,000 shares of Blockchain Common Stock, $0.0001 par value per share, with rights and preferences, including without limitation, voting powers, dividend rights, liquidation rights, redemption rights, and conversion rights, designated from time to time by the Board of Directors. As of September 30, 2026, there were no shares of Blockchain common stock issued and outstanding.

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 Amended and 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 condensed consolidated financial statements, unless otherwise noted.

As of September 30, 2026, there were 25,282,626 shares of Class A common stock reserved to cover stock-based awards, and 2,863,727,280 shares were available for future issuance.

As of September 30, 2026, no shares of Class B common stock were reserved and 291,144,618 shares were available for future issuance.

Share Repurchase Program

In June 2026, the Board of Directors authorized and approved a share repurchase program, which permits the Company to repurchase up to $50.0 million of its common stock. Repurchases may be made from time to time in open market, in privately negotiated transactions or as may otherwise be determined by the Company in its discretion. The share repurchase program has no expiration date, does not obligate the Company to repurchase any specific amount of common stock, and may be suspended, recommenced, or terminated at any time without prior notice. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions, applicable legal requirements and other factors. During the nine months ended September 30, 2026, the Company repurchased 3,770,059 shares of common stock under the share repurchase program in open market transactions for an aggregate purchase price of $24.7 million, excluding any excise taxes. As of September 30, 2026, $25.3 million remained available for future repurchases under the share repurchase program.

Note 17. 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 year 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 Option Grant 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 531,590 and 406,510 shares, respectively. 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 nine months ended September 30, 2026 and 2025 was $4.35 and $3.23, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2026 and 2025 was $10.9 million and $16.7 million, respectively. As of September 30, 2026, unrecognized stock-based compensation expense related to unvested stock options was $14.3 million, which is expected to be recognized over a weighted-average period of 3.04 years.

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

There were no stock options granted during the three months ended September 30, 2025.

Stock-Based Compensation Expense — For the three and nine months ended September 30, 2026, stock-based compensation expense related to stock options was $1.1 million and $3.2 million, respectively. For the three and nine months ended September 30, 2025, stock-based compensation expense related to stock options was $0.8 million and $2.6 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 and nine months ended September 30, 2026, the Company recognized stock-based compensation expense of $1.6 million and $14.2 million related to RSUs, respectively, of which $1.5 million and $11.6 million related to RSUs settled in shares, respectively, and $0.1 million and $2.6 million related to RSUs settled in cash during the three and nine months ended September 30, 2026, respectively.

As of September 30, 2026, the Company recorded a liability of $30 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 64,503 and 270,602 shares during the three and nine months ended September 30, 2026, respectively, to satisfy tax obligations.

The weighted-average grant-date fair value of RSUs granted during the nine months ended September 30, 2026 was $6.81. No RSUs were granted during the nine months ended September 30, 2025. The total fair value of RSUs that vested during the nine months ended September 30, 2026 was $11.5 million. No RSUs vested during the nine months ended September 30, 2025.

As of September 30, 2026, there was total unrecognized compensation cost of $22.4 million related to RSUs settled in shares, which is expected to be recognized over a weighted-average period of 2.98 years, and $0.6 million related to RSUs settled in cash, which is expected to be recognized over a weighted-average period of 1.58 years.

The following table summarizes unvested RSUs as of September 30, 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 commenced on September 1, 2026 and conclude on May 31, 2027. As of September 30, 2026,2,547,119 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:

Additional information related to the 2026 ESPP is provided below (in thousands, except per share amounts):

For the three and nine months ended September 30, 2026, stock-based compensation expense related to the 2026 ESPP was $47 thousand and $0.2 million, respectively. As of September 30, 2026, unrecognized stock-based compensation expense related to the 2026 ESPP was $0.2 million, which is expected to be recognized over a weighted-average period of 0.67 years.

There wereno ESPP shares granted or issued during the three and nine months ended September 30, 2025.

Note 18. Net Income (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 was 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 liquidation and dividend rights. Accordingly, Class A common stock and Class B common stock share equally in the Company’s net income (loss), 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 nine months ended September 30, 2026, 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 anti-dilutive.

The computation of net income (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

The following securities were excluded from the computation of diluted net income (loss) per share because the impact of including them would have been anti-dilutive (in thousands).

Note 19. 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.

The Korea JV is consolidated under the voting interest entity consolidation model as it does not meet the variable interest entity 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 53.0% in the Korea JV. As of September 30, 2026 and December 31, 2025, the carrying amount of the assets was $1.8 million and $2.9 million, respectively, and liabilities of $0.1 million and $0.1 million, respectively, of the condensed consolidated Korea JV. Total earnings attributable to Non-Controlling Interests for the three and nine months ended September 30, 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 20. Income Taxes

The tax provision for interim periods is determined using an estimated annual effective tax rate, calculated based on nine months actual results and forecasted results for the remainder of the year, adjusted for the tax effects of discrete items recognized during the period.

The annualized effective tax rates for the three and nine months ended September 30, 2026 were 26.1% and 16.6%, respectively. The effective rates for the three and nine months ended September 30, 2026 differed from the U.S. federal statutory rate of 21.0% primarily due to the excess tax benefit recognized on settlement of employee share-based awards, research and development credits, and state, local and foreign taxes, partially offset by executive compensation limitations and other non-deductible expenses.

Note 21. Restructuring Charges

In June 2026, the Company approved a reduction in force as part of its efforts to align the Company’s talent with its strategic priorities and to improve operating efficiency. As a result, in the second quarter of fiscal 2026, the Company recorded restructuring charges of $1.3 million, within restructuring charges in the condensed consolidated statements of operations, all of which was related to severance payments and benefits continuation costs. The restructuring plan is substantially complete and the Company does not expect to incur any further material expenses. As of September 30, 2026, the restructuring liability had been paid in full.

The following table shows the total amount incurred and accrued related to restructuring charges (in thousands):