SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Miller William Dawson

(Last)

(First)

(Middle)

78 SW 7TH STREET, SUITE 500

(Street)

MIAMI

33130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Securitize Corp. [ SECZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	07/01/2026		A		16,288 ⁽¹⁾	A	$ 0	16,288	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$ 0.39	07/01/2026		A		142,206 ⁽²⁾		⁽³⁾	02/13/2032	Common Shares	142,206	⁽²⁾	142,206	D
Stock Options (Right to Buy)	$ 0.59	07/01/2026		A		222,196 ⁽²⁾		⁽⁴⁾	02/06/2035	Common Shares	222,196	⁽²⁾	222,196	D

Explanation of Responses:

1. Represents 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.

2. Represents 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").

3. As of July 1, 2026, these options were vested and exercisable.

4. As 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.

	/s/ Jerome Roche, attorney-in-fact for William Dawson Miller	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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