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BitGo completed its acquisition of NYDIG’s institutional trading business and related assets on August 27, 2026, paying $42.5 million upfront in a mix of cash and stock. The transaction also carries up to $15 million in contingent cash payments linked to revenue milestones, making the ultimate consideration dependent on the acquired operation’s performance.
The upfront package comprises $7 million in cash and approximately $35.5 million in BitGo stock, according to a company filing with the U.S. Securities and Exchange Commission. BitGo said the deal had been completed in its August 27 announcement.
$42.5M upfront consideration and the revenue-linked earnout
The $42.5 million figure reflects the stated upfront consideration, rather than the full amount that could be paid if performance conditions are met. In addition to the cash-and-stock package, the acquisition agreement provides for up to $15 million in contingent cash consideration tied to two specified revenue milestones.
Potential additional BitGo shares are also part of the contingent consideration, the SEC filing shows. The filing does not, in the disclosed terms, assign a fixed value to those potential additional shares or specify the revenue thresholds in the information provided.
That structure places part of the transaction’s value beyond closing: BitGo has acquired the business and related assets, while further payments depend on whether the agreed revenue milestones are achieved.
BitGo’s own investor relations announcement described the acquisition as an expansion of its derivatives and financing capabilities. The company announced and completed the deal on the same date.
NYDIG’s derivatives and financing services fill out BitGo’s platform
Approximately 30 NYDIG employees joined BitGo as part of the acquisition.
The acquired operation adds institutional derivatives, structured products, financing and capital-markets services to BitGo’s existing custody, settlement, wallet and trading platform, according to CoinDesk.
The consideration includes an earnout tied to two specified revenue milestones. The transferred employees’ personnel package is linked to achievement of the second milestone.
Official BitGo announcement graphic for the acquisition of NYDIG’s institutional trading business. — Source: BitGo
Revenue milestones also determine employee retention awards
BitGo expects to grant transferred employees restricted stock units with a target value of $5 million and cash retention awards with a separate target value of $5 million. Both awards vest upon achievement of the second revenue milestone, according to the SEC filing.
The retention package, separate from the consideration payable for the acquired business, comprises target awards valued at $10 million in aggregate for transferred staff. The awards are split evenly between RSUs and cash, with vesting conditional on the specified revenue outcome.
For BitGo, the arrangement links both contingent deal consideration and a portion of staff compensation to the acquired unit’s revenue milestones. Up to $15 million in contingent cash payments can be made under the acquisition terms, alongside potential additional BitGo shares; the $5 million RSU and $5 million cash retention awards are tied specifically to the second milestone.
Disclaimer: This article is provided for informational purposes only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice.
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