BTGO 10-K & 10-Q changes, risk factors and insider trading

There have been no material changes to the risk factors set forth in Part 1,I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. Such disclosures reflect our beliefs and opinions as to factors that could materially affect our business, financial condition or future results. References to past events are provided by way of example only and are not intended to be a complete listing of such events or a representation as to whether or not such factors or similar events have occurred in the past or their likelihood of occurring in the future. The risks described in our Annual Report on Form 10-K for the year ended December 31, 2025 may not be the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company deems to be immaterial also may materially adversely affect the Company's business, financial condition and/or operating results.

Our platform combines self-custody wallet, qualified custody, liquidity and prime, and infrastructure-as-a-service solutions, including stablecoin issuance and management. This unified suite of solutions is designed to meet the operational and regulatory demands of our clients. We supported over 1,8002,200 digital assets as of MarchJune 31,30, 2026, and helped pioneer institutional-grade multi-signature (“multi-sig”) security architecture and cold storage solutions. With a client base that includes digital asset ecosystem companies, financial institutions, technology platforms, corporations and government agencies, as well as high net worth individuals (“HNWIs”), our Number of Clients, who were located across over 100 countries, exceeded 5,5005,800 as of MarchJune 31,30, 2026, and we had approximately $63.0$65.2 billion in Assets on Platform (“AoP”) for the three months ended MarchJune 31,30, 2026. Our principal markets are the United States and other major financial centers in North America, Europe, and Asia. See “—Key Business Metrics” for a definition of “Number of Clients” and “Assets on Platform.”

We began as a specialized custodian, integrating directly with advanced blockchain technologies, eliminating the need for institutional and retail clients to compromise security for market access. We have continued to innovate in the space having been the first to commercially introduce self-custody wallets. Over time, we have added the BitGo Trust Companies, allowing us to become one of the first custodians purpose-built for digital assets. In 2020, we expanded our platform’s capabilities through the introduction of BitGo Prime which introduced liquidity solutions on top of our custody and wallet layers. Our platform continues to grow. For the three months ended MarchJune 31,30, 2026 we had approximately $63.0$65.2 billion in AoP, including $11.8$11.9 billion in Assets Staked for the three months ended MarchJune 31,30, 2026. See “—Key Business Metrics” for definitions of “Assets on Platform” and “Assets Staked.”

•The fair value of AoP decreased from $90.5$90.3 billion for the three months ended MarchJune 31,30, 2025 to $63.0$65.2 billion for the three months ended MarchJune 31,30, 2026.

•Number of Clients increased from 3,9004,621 as of MarchJune 31,30, 2025 to 5,5005,833 as of MarchJune 31,30, 2026.

•The fair value of Assets Staked decreased from $28.4$25.6 billion for the three months ended MarchJune 31,30, 2025 to $11.8$11.9 billion for the three months ended MarchJune 31,30, 2026.

•NetDigital lossasset sales revenue increased from $25.7$2,278.2 million for the three months ended MarchJune 31,30, 2025 to $60.7$4,197.5 million for the three months ended MarchJune 31,30, 2026.

•Adjusted EBITDA decreased from $3.93.0 million for the three months ended MarchJune 31,30, 2025 to an Adjusted EBITDA loss of $1.7$(4.2) million for the three months ended MarchJune 31,30, 2026.

We define Assets on Platform (“AoP”) as the median of the daily balances of total assets on our platform over the measured period, where daily balances represent the fair value of both fiat currency and digital assets, whether custodied or non-custodied, held by clients in their accounts on our platform at the end of each day, calculated based on the market price of the applicable assets at the end of such day. We believe that presenting a median of the daily balances of total assets on our platform over a measured period is a more accurate representation than presenting the sum of balances of total assets on our platform at the end of such measured period due, in part, to the volatility of the prices of digital assets, which may change significantly in any given day. AoP demonstrates the scale of balances held across our suite of products and services, as well as the underlying performance of the digital asset economy and corresponding trends in prices of digital assets.

Our AoP has fluctuated over time due, in part, to fluctuations in the digital asset economy and corresponding fluctuations in the prices of digital assets. For the three months ended MarchJune 31,30, 2026, our AoP was $63.0$65.2 billion, representing a decrease of 30.4%27.8% from the three months ended MarchJune 31,30, 2025, primarily driven by declines in digital asset prices.

AoP is influenced by multiple factors, including certain market-dependent factors, and thus can fluctuate based not only on the quantity of assets held on our platform, but also the price of such assets. For example, over the period from the three months ended MarchJune 31,30, 2025 to the three months ended MarchJune 31,30, 2026, the digital assets market capitalization fell 23%38% from a high of $3.9$3.4 trillion to $3.0$2.1 trillion. In comparison, AoP for the three months ended MarchJune 31,30, 2025 and 2026 were $90.5$90.3 billion and $63.0$65.2 billion, respectively, representing a 30.4%27.8% decrease.

The value of a majority of our AoP has been, and continues to be, concentrated in a few digital assets held by our clients, including Bitcoin, Ethereum, Sui, XRP, and Solana, which constituted 50.1%,51.5%, 10.1%,9.4%, 7.5%,6.3%, 5.1%,4.7%, and 3.8%,3.9%, of our AoP as of MarchJune 31,30, 2026, respectively. In addition to digital assets, our AoP includes a negligible amount of fiat currencies. In line with the historical market cap dominance of Bitcoin, Bitcoin has consistently been the largest single digital asset in our AoP. Our mix of digital assets does, however, fluctuate depending on the price performance of individual digital assets as well as the onboarding and offboarding of client accounts.

While our Number of Clients was less than 100 prior to January 1, 2017, as of MarchJune 31,30, 2026, our Number of Clients exceeded 5,500.5,800. Our Number of Clients has grown at a compound annual growth rate (“CAGR”) of 90.0%84.0% over the past two years, through MarchJune 31,30, 2026, which has been predominantly driven by organic growth and the resulting increased utilization of our services rather than through acquisitions.

•An API Call, which is a programmatic interaction with our platform using our application program interfaces (“APIs”) (e.g., initiating a transaction, querying wallet balance, or generating an address). Passive or system-generated pings (such as uptime monitoring) are excluded from our definition of “API Call.”

We view Number of Users as a key indicator of our scale as it portrays not only the number of institutional clients and HNWIs who have demonstrated an interest in our platform or direct intent to transact with digital assets (which we track through the Number of Clients metric), but also the number of retail users who have conducted at least one meaningful usage of, and meaningful activity with, our platform. Although we generally do not generate incremental revenue solely from an institutional client adding any one additional authorized user, we have observed that the number of users authorized by our institutional clients positively correlates with overall client activity, engagement with our solutions and revenue generated from such client. For example, with respect to institutional clients, there are typically many individuals who are authorized to interact with our platform through a single institutional client account. As of MarchJune 31,30, 2026, the average number of authorized individuals using our platform through a single institutional client was 5.01.5.2. By assessing the Number of Users, together with the Number of Clients, we can assess our total platform usage as well as the rate of the general market adoption of digital assets. In addition, because we generate revenue from certain activities by retail users (e.g., when retail users engage in transactional activities on our platform), the “Number of Users” metric provides meaningful insight into the revenue-generating retail activity on our platform.

Similar to AoP, Assets Staked is influenced by multiple factors, including certain market-dependent factors, and thus can fluctuate based not only on the quantity of assets staked on our platform, but also the price of such assets. In addition, similar to AoP, the value of a majority of our Assets Staked has been, and continues to be, concentrated in a few digital assets held by our clients, including namely Sui, Ethereum and Solana, which constituted approximately 37.6%,33.3%, 35.0%,33.5%, and 16.5%,17.0%, of our Assets Staked as of MarchJune 31,30, 2026, respectively.

We define Adjusted EBITDA as net income (loss), excluding (i) provision for income taxes, (ii) depreciation and amortization, (iii) stock-based paymentcompensation expense, (iv) employer payroll taxes on employee stock transactions, (v) net changes in unrealized appreciation (loss) on digital assets, and (vi) certain non-recurring charges (which are specified in detail below)., and (vii) restructuring charges.

(2) LegalLegal, contingencies, settlements,IPO-related and relatedother costs includesinclude (i) litigation costs of $1.3$3.2 million and $4.5 million in the three and six months ended June 30, 2025, respectively, and nil and $0.9 million in the three and six months ended MarchJune 31, 2025 and March 31,30, 2026, respectively, associated with our ongoing suit against Galaxy alleging that Galaxy breached and wrongfully repudiated the terms of the Merger Agreement, by terminating Galaxy’s proposed $1.2 billion acquisition of the Company, (ii) legal settlement of nil and $0.1 million in three and six months ended MarchJune 31,30, 2026, respectively (iii) one-time bonus payment of nil and $0.5 million made in the three and six months ended MarchJune 31,30, 2026, in connection with the IPO, (iv) IPO-related expense borne by us of $0.4 million in the three and six months ended June 30, 2025, and nil and $0.3 million in the three and six months ended MarchJune 31,30, 2026, respectively, (v) legal and professional fees borne by us of $1.2$0.6 million and $1.8 million in the three and six months ended MarchJune 31,30, 20262026, respectively, related to entity wind-down costs and the evaluation of strategic opportunities. See the section titled “Business—Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 14—Commitments and Contingencies in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information relating to our ongoing litigation with Galaxy.

These factors largely impact price and volatility of digital assets, which underlie the foundation of our business model. Significant price increases or declines in digital assets can substantially influence the value of the assets on our platform, directly impacting our revenue due to our percentage-based fee model. Similarly, high volatility in the digital assets market continues to impact our operations, generating user and investor uncertainty that may potentially lower transaction volumes on our platform and revenue outcomes. In addition, while we support a wide range of digital assets, the digital assets, whether custodied or non-custodied, held by our clients in their accounts on our platform hashave historically been, and continuescontinue to be, concentrated in a small number of distinct digital assets (including Bitcoin, Ethereum, Sui, Solana and XRP). Therefore, declines in demand for such digital assets or in the prices of such digital assets could negatively impact our operating performance and financial condition.

Our business has expanded rapidly over time, and our conviction in the strength of the digital assets market is unwavering. The digital assets market has grown approximatelyover 500%41% in size over the last five years to reach a total market capitalization of approximately $3.0$2.1 trillion as of MarchJune 31,30, 2026, with use cases continuing to expand. We believe that our unified suite of solutions: self-custody wallet, qualified custody, liquidity and prime, and infrastructure-as-a-service, will enable us to offer a variety of products and services to a growing total addressable market. In addition, we support over 1,8002,200 digital assets as of MarchJune 31,30, 2026 and have helped pioneer institutional-grade multi-sig security architecture and cold storage solutions, which we believe provide a strong foundation for success.

There have been no material changes to our critical accounting policies and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026, other than as described in Note 2 -— “Summary of Significant Accounting Policies” in our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Subscriptions and services revenue also encompassencompasses our Crypto-as-a-Service offering, which allows clients to issue and manage the issuance of their own digital assets. Subscriptions and services revenue also consists of interest income from loan receivables and fee income from digital intangible assets loan receivables. Interest income generated from our loan receivables is accrued when interest payments become contractually due. Fee income from digital intangible asset loans includes revenue generated from lending digital intangible assets. In some instances, we may charge a fee for loan origination.

Digital assets sales costs representsrepresent the cost basis of the digital intangible assets transferred corresponding to our digital assets sales revenues.

AmortizationDepreciation and depreciationamortization expenses consist of amortizationdepreciation of intangible assets and equipment and software.software and amortization of acquired intangible assets.

Net Change in Unrealized Appreciation (loss) on Digital Assets

Net change in unrealized appreciation (loss) on digital assets reflects the remeasurement of our owned and controlled digital assets to fair value at each financial reporting date.

Gain (loss) on Disposal of Digital Assets

TheGain gain(loss) on disposal of digital assets represents the net proceeds from the sale of digital assets and assets associated with an asset purchase agreement.

Comparison of Threethe Monthsthree Endedmonths Marchended 31,June 30, 2026 and MarchJune 31,30, 2025

Digital asset sales revenue increased by $2,054.0$1,919.4 million, or 127.9%,84.3%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year.

The increase was primarily attributable to higher digital asset trading activity resulting from the expansion of trading pairs on the platform, increased activity from existing clients, and an expanding client base. We present digital assets sales revenue on a gross basis (other than the portion of digital assets sales revenue recognized in connection with sales and purchases on our platform of certain stablecoins that are classified as financial assets, which is recognized on a net basis) because of our role as principal for accounting purposes in sales of digital assets, as we control the digital assets prior to transfer to the customer, are primarily responsible for fulfilling the transaction, and have discretion in pricing, including the ability to incorporate spreads relative to market prices. As a result, the significant volume of digital asset transactions on our platform results in significant digital assets sales revenue with corresponding digital assets sales costs. For the three months ended MarchJune 31,30, 2026, digital assets sales costs increased by $2,045.7$1,916.5 million, or 127.7%,84.3%, over the corresponding period in the prior year.

Staking revenue decreased by $96.6$26.2 million, or 66.2%,28.8%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year, primarily driven by lower staked digital asset volume on our platform and a decline in digital asset prices. We present staking revenue on a gross basis because of our role as principal for accounting purposes in connection with our clients’ staking activities. As a result, the significant volume of staking activities on our platform results in staking revenue with corresponding staking fees. For the three months ended MarchJune 31,30, 2026, staking fees decreased by $86.3$21.0 million, or 67.6%,25.7%, over the corresponding period in the prior year.

Subscriptions and services revenue increased by $2.6$2.2 million, or 11.3%,8.5%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year. The increase was primarily driven by an increase in our Number of Clients, growth in professional services projects,Clients and higher lending activity.

Stablecoin-as-a-Service revenue increased by $38.2$23.2 million, for the three months ended MarchJune 31,30, 2026 compared to $4,000$15.7 million in the same period in the prior year. The increase results from the launch of this new service in March 2025. We earn interest on stablecoin reserve assets and recognize that revenue on a gross basis. We recognize stablecoin sponsor fees, which largely offset the interest revenue. For the three months ended MarchJune 31,30, 2026, stablecoin sponsor fees increased by $35.3$20.5 million over the corresponding period in the prior year.

Interest income increased by $0.7$0.5 million, or 258.5%,132.2%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year. The increase was primarily attributable to an increase in fiat treasury investments.

Digital assets sales costs increased by $2,045.7$1,916.5 million, or 127.7%,84.3%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year. The increase was primarily attributable to higher transaction volumes driven by the expansion of trading pairs on the platform, increased activity from existing clients, and growth in the overall client base.

Staking fees decreased by $86.3$21.0 million, or 67.6%,25.7%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year. The decrease was primarily driven by lower staked digital asset volume on our platform and a decline in digital asset prices.

Stablecoin sponsor fees increased by $35.3$20.5 million for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year, as no such fees were incurred during that period.year. The increase was driven by the launch of this new service in March 2025.

Interest expense increased by $4.3$4.6 million, or 257.2%,366.9%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year. The increase in interest expense was primarily attributable to higher borrowings and related interest costs incurred to support the expansion of our lending product.

Compensation and benefits expenses increased by $16.5$6.0 million, or 67.8%,25.6%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year, primarily driven by increased headcount as a result fromof our continued investments in research and development initiatives and go-to-market teams, as well as higher stock-based compensation expense, primarily related to the satisfaction of the performance vesting condition on outstanding RSUs upon completion of our IPO.

General and administrative expenses increased by $4.8$3.6 million, or 30.6%,20.7%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year. The increase was driven primarily by higher audit and accounting fees, legal fees, conference and event costs, and dues and subscriptions.

AmortizationDepreciation and DepreciationAmortization Expenses

AmortizationDepreciation and depreciationamortization expenses increased by $0.9$1.2 million, or 99.4%,142.4%, for the three months ended MarchJune 31,30, 2026 compared to the same period in the prior year. The increase was driven primarily by amortizationdepreciation and depreciationamortization charges related to intangible assets acquired through the Brassica and HeightZero acquisitions, as well as higher capital expenditures and capitalized development costs incurred.

Other Income (Loss)