Fold Holdings holders approve up to 1-for-50 reverse split

The Board retains discretion over whether to proceed and the final ratio and timing.

Rhea-AI Filing Summary

At its October 22, 2026 special meeting, Fold Holdings, Inc. stockholders approved an amendment to the Certificate of Incorporation authorizing a reverse stock split of issued and outstanding common stock at a ratio between 1-for-2 and 1-for-50. The required threshold of two-thirds (66 and 2/3%) of the total voting power of outstanding shares was exceeded. The Board retains discretion to decide whether to proceed and to set the exact ratio and timing.

Proposal One received 43,129,193 votes for, 326,056 against and 14,125 abstentions. Stockholders also approved the proposal to adjourn if necessary or appropriate to solicit additional proxies or votes; it received 43,091,819 votes for, 367,736 against and 9,819 abstentions.

Filing Explained

If the board proceeds, the reverse split would reduce the number of outstanding common shares and proportionally raise the per-share price, without changing company value by the split itself.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Proposed reverse stock split ratio: 1-for-2 to 1-for-50 Proposal One votes for: 43,129,193 votes Proposal One votes against: 326,056 votes +5 more

8 metrics

Proposed reverse stock split ratio 1-for-2 to 1-for-50 Proposal One

Proposal One votes for 43,129,193 votes Special Meeting

Proposal One votes against 326,056 votes Special Meeting

Proposal One abstentions 14,125 votes Special Meeting

Proposal Two votes for 43,091,819 votes Adjournment proposal

Proposal Two votes against 367,736 votes Adjournment proposal

Proposal Two abstentions 9,819 votes Adjournment proposal

Required approval threshold Two-thirds (66 and 2/3%) of total voting power Proposal One

Key Terms

reverse stock split, total voting power, abstentions, Certificate of Incorporation

4 terms

reverse stock split technical

"effect a reverse stock split of our issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

total voting power regulatory

"two-thirds (66 and 2/3%) of the total voting power"

abstentions technical

"For | Against | Abstentions"

Certificate of Incorporation regulatory

"amendment to the Company's Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did FLD stockholders approve?

FLD stockholders approved an amendment authorizing a reverse stock split at a ratio between 1-for-2 and 1-for-50. The Board retains discretion to decide whether to proceed and to set the exact ratio and timing following stockholder approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 05:00 PM EDT Accepted by SEC EDGAR 10/26/2026 - 05:00 PM EDT Learn about SEC filing dates

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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): October 22, 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.)

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. ☐

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On October 22, 2026, Fold Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders, and the Company’s stockholders of record were asked to consider and act upon two (2) proposals.

1. Proposal One – To consider and approve a proposed amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of Common Stock at a ratio between 1-for-2 and 1-for-50, with the final decision of whether to proceed with the Reverse Stock Split and the exact ratio and timing thereof to be determined by the Board, in its discretion, following stockholder approval:

For		Against		Abstentions
43,129,193		326,056		14,125

2. Proposal Two – To consider and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies or votes if there are not sufficient votes in favor of the Reverse Stock Split Proposal:

For		Against		Abstentions
43,091,819		367,736		9,819

Proposal One required the approval of two-thirds (66 and 2/3%) of the total voting power of the Company's outstanding shares in order to pass. That threshold was exceeded. Both Proposal One and Proposal Two were approved.

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: October 26, 2026

Filing Exhibits & Attachments

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