Fold Holdings (NASDAQ: FLD) sets May 19, 2026 virtual shareholder meeting

Rhea-AI Filing Summary

Fold Holdings, Inc. has filed a prospectus supplement covering up to 9,282,287 shares of common stock under its existing Form S-1 registration statement. The supplement incorporates information from a new current report that announces the company’s 2026 annual shareholder meeting.

The annual meeting is scheduled for May 19, 2026 at 12:00 p.m. Eastern Time and will be held virtually, with shareholders of record at the close of business on March 24, 2026 entitled to vote. Fold’s common stock and warrants trade on Nasdaq under the symbols FLD and FLDDW, with last reported prices of $1.50 per share and $0.081 per warrant on February 12, 2026.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-288623

PROSPECTUS SUPPLEMENT NO. 8

(to Prospectus dated August 11, 2025)

Fold Holdings, Inc.

Up to 9,282,287 Shares of Common Stock

This prospectus supplement updates, amends and supplements the prospectus dated August 11, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-288623). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the symbols “FLD” and “FLDDW,” respectively. The last reported sales price of our Common Stock and Warrants on the Nasdaq Stock Market LLC on February 12, 2026 were $1.50 per share of Common Stock and $0.081 per Warrant.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus and other risk factors contained in the documents incorporated by reference therein, to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 13, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2026

Fold Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41168		86-2170416
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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2942 North 24th Street, Suite 115, #42035 Phoenix, Arizona			85016
(Address of principal executive offices)			(Zip Code)

(866) 365-3277

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share		FLD		Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		FLDDW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01 Regulation FD Disclosure.

On February 13, 2026, Fold Holdings, Inc. issued a press releasing announcing that its annual shareholder meeting date will be May 19, 2026 and its record date for the meeting will be March 24, 2026. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 7.01 of this Current Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of Fold Holdings, Inc. dated February 13, 2026.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOLD HOLDINGS, INC.
	By:	/s/ Will Reeves
		Name:	Will Reeves
		Title:	Chief Executive Officer
Dated: February 13, 2026

Fold Announces Date of 2026 Annual Meeting of Shareholders

PHOENIX, February 13, 2026 -- Fold Holdings, Inc. (NASDAQ: FLD) (“Fold” or the “Company”), a bitcoin financial services company making it easy for individuals to earn, save and spend bitcoin through everyday financial tools, today announced that its Board of Directors (the “Board”) has set the date for the Company’s 2026 annual meeting of shareholders for May 19, 2026 at 12:00 p.m. Eastern Time. The meeting will be held virtually. Additional details regarding the annual meeting will be set forth in the Company’s definitive proxy statement for the annual meeting to be filed with the Securities and Exchange Commission.

The record date for determining shareholders entitled to notice of, and to vote at, the annual meeting will be the close of business on March 24, 2026.

About Fold

Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Bitcoin Gift Card™, and Fold Debit Card™, the company is building the bridge between traditional finance and the bitcoin-powered future.

For investor inquiries, please contact:

Orange Group

Samir Jain, CFA

FoldIR@orangegroupadvisors.com

For media inquiries, please contact:

Jessica Starman, MBA

media@foldapp.com

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FAQ

What does Fold Holdings (FLD) register in this prospectus supplement?

Fold Holdings updates its existing Form S-1 registration to cover up to 9,282,287 shares of common stock. The supplement links that registration to newly filed information contained in the company’s latest current report on Form 8-K dated February 13, 2026.

What is the date of Fold Holdings' 2026 annual shareholder meeting?

Fold Holdings’ 2026 annual meeting of shareholders is scheduled for May 19, 2026 at 12:00 p.m. Eastern Time. The meeting will be conducted virtually, with additional participation details to be provided in the company’s definitive proxy statement filed with the SEC.

What is the record date for Fold Holdings (FLD) 2026 annual meeting?

The record date for Fold Holdings’ 2026 annual meeting is March 24, 2026, at the close of business. Shareholders listed on the company’s books at that time will be entitled to receive notice of, and vote at, the virtual annual meeting.

How are Fold Holdings' common stock and warrants listed and priced?

Fold Holdings’ common stock trades on the Nasdaq Capital Market under the symbol FLD, and its warrants under FLDDW. As of February 12, 2026, the last reported prices were $1.50 per share of common stock and $0.081 per warrant, respectively.

What new information does Fold Holdings add to its S-1 registration?

Fold Holdings adds the contents of a February 13, 2026 current report on Form 8-K to its existing S-1 registration. That report primarily announces the company’s 2026 annual meeting date, time, virtual format, and the March 24, 2026 shareholder record date.

Will the annual meeting details for Fold Holdings be in a proxy statement?

Yes. Fold Holdings states that additional details about the May 19, 2026 annual meeting will appear in its definitive proxy statement. That proxy statement will be filed with the Securities and Exchange Commission and will provide logistical and voting information to shareholders.