SEC Form 4 · accession 0000950103-26-010304
Securitize Corp. · SECZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Dawson Miller
Director
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 8:44 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 | Jul 1, 2026 | A | 16,288 | $0.00 | A | 16,288 | D |
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)F2,F3 | $0.39 | Jul 1, 2026 | A | 142,206 | A | — | Feb 13, 2032 | Common Shares | 142,206 | 142,206 | D |
| Stock Options (Right to Buy)F2,F4 | $0.59 | Jul 1, 2026 | A | 222,196 | A | — | Feb 6, 2035 | Common Shares | 222,196 | 222,196 | D |
Explanation of responses
- F1Represents shares of Securitize Corp. common shares ("Common Shares") related to options held by the reporting person that may become earned by and delivered to the reporting person pursuant to the earnout provided for in that certain business combination agreement, dated as of October 27, 2025, by and between Issuer, Securitize, Inc. ("Securitize"), Cantor Equity Partners II, Inc. and certain other parties thereto (the "Business Combination Agreement"). These Common 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 (as defined below) and ending on July 1, 2031. The Mergers were consummated on July 1, 2026. On July 1, 2026, Issuer changed its name to Securitize Corp. from Securitize Holdings, Inc.
- F2Represents 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 contemplated by the Business Combination Agreement (the "Mergers").
- F3As of July 1, 2026, these options were vested and exercisable.
- F4As of July 1, 2026, 69,436 options were vested and exercisable, with 152,760 of these options remaining unvested. These unvested options will vest 13,887 each quarter.