SEC Form 4 · accession 0000950103-26-010301
Securitize Corp. · SECZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Soriano Carlos Francisco Domingo
Officer — Executive Chairman and CEO · Director
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 8:40 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002094496
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Jul 1, 2026 | A | 4,884,198 | — | A | 4,884,198 | D | |
| Common SharesF3 | Jul 1, 2026 | A | 193,100 | — | A | 5,077,298 | D | |
| Common SharesF1,F4,F11 | Jul 1, 2026 | A | 928,519 | — | A | 928,519 | I | CD Dynasty LLC |
| Common SharesF1,F5,F11 | Jul 1, 2026 | A | 92,851 | — | A | 92,851 | I | OD Dynasty LLC |
| Common SharesF1,F6,F11 | Jul 1, 2026 | A | 92,851 | — | A | 92,851 | I | MD Dynasty LLC |
| Common SharesF1,F7,F11 | Jul 1, 2026 | A | 92,851 | — | A | 92,851 | I | AD Dynasty LLC |
| Common SharesF1,F8,F11 | Jul 1, 2026 | A | 92,851 | — | A | 92,851 | I | Domingo Dynasty LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F9 | $0.32 | Jul 1, 2026 | A | 2,444,773 | A | — | Aug 31, 2034 | Common Shares | 2,444,773 | 2,444,773 | D |
| Stock Options (Right to Buy)F10 | $0.38 | Jul 1, 2026 | A | 1,875,060 | A | — | Sep 29, 2031 | Common Shares | 1,875,060 | 1,875,060 | D |
Explanation of responses
- F1Represents common shares of Securitize Corp. ("Issuer", and such shares, "Common Shares") received in exchange for shares of common stock of Securitize, Inc. ("Securitize", and such shares, "Securitize Common Shares") in connection with the mergers (the "Mergers") contemplated by that certain business combination agreement, dated as of October 27, 2025, by and between Issuer, Securitize, Cantor Equity Partners II, Inc. and certain other parties thereto (the "Business Combination Agreement"). On July 1, 2026, Issuer changed its name to Securitize Corp. from Securitize Holdings, Inc.
- F10Represents options to acquire Common Shares received by the reporting person in exchange for options to acquire shares of Securitize Common Stock in connection with the Mergers. These options were fully vested as of July 1, 2026.
- F11The reporting person disclaims beneficial ownership of these shares except as to the extent of his pecuniary interest.
- F2The Mergers were consummated on July 1, 2026. The number reported also includes 208,986 restricted Common Shares that may become earned and delivered pursuant to the earnout provided for in the Business Combination Agreement (the "Earnout Shares"). The Earnout Shares will generally be earned one-third on the date that the 20-day volume-weighted average price per Common Share attains $15.00, $20.00 and $25.00 over a 30-trading day period during the period beginning 90-days after the closing of the Mergers and ending on July 1, 2031 (the "Earnout").
- F3Represents Earnout Shares that may become earned and delivered pursuant to the Earnout in respect of the reporting person's options to acquire shares of Securitize Common Stock held immediately prior to the Mergers.
- F4The investment manager of CD Dynasty LLC is the reporting person and the administrative manager of CD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by CD Dynasty LLC. The number reported also includes 39,728 Earnout Shares that may become earned and delivered pursuant to the Earnout.
- F5The investment manager of OD Dynasty LLC is the reporting person and the administrative manager of OD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by OD Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
- F6The investment manager of MD Dynasty LLC is the reporting person and the administrative manager of MD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by MD Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
- F7The investment manager of AD Dynasty LLC is the reporting person and the administrative manager of AD Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by AD Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
- F8The investment manager of Domingo Dynasty LLC is the reporting person and the administrative manager of Domingo Dynasty LLC is Luis Duran. The reporting person has sole voting power with respect to the Common Shares held by Domingo Dynasty LLC. The number reported also includes 3,972 Earnout Shares that may become earned and delivered pursuant to the Earnout.
- F9Represents options to acquire Common Shares received by the reporting person in exchange for options to acquire shares of Securitize Common Stock in connection with the Mergers. As of July 1, 2026, 1,069,586 options were vested and exercisable, with 1,375,187 of these options remaining unvested. These unvested options will vest as to 152,798 Common Shares each quarter.
Remarks
Exhibit 24 - Power of Attorney