Fold Holdings (NASDAQ: FLD) schedules 2026 virtual annual shareholder meeting

Rhea-AI Filing Summary

Fold Holdings, Inc. is informing investors of key dates for its 2026 annual meeting of shareholders. The Board of Directors set the meeting for May 19, 2026 at 12:00 p.m. Eastern Time, to be held virtually, with further logistical details to come in a definitive proxy statement.

The company also established March 24, 2026 as the record date, meaning shareholders of record at the close of business that day will be entitled to receive notice of, and vote at, the meeting. No financial results or major transactions are described; this update focuses solely on corporate governance timing.

false00018891230001889123fld:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember2026-02-132026-02-1300018891232026-02-132026-02-130001889123fld:CommonStockParValue0.0001PerShareMember2026-02-132026-02-13

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.)

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 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).

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

FAQ

When is Fold Holdings, Inc. (FLD) holding its 2026 annual shareholder meeting?

Fold Holdings will hold its 2026 annual shareholder meeting on May 19, 2026 at 12:00 p.m. Eastern Time. The meeting will be conducted virtually, with additional details to be provided in the company’s definitive proxy statement filed with the SEC closer to the meeting date.

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

The record date for Fold Holdings’ 2026 annual meeting is March 24, 2026. Shareholders of record at the close of business on that date will be entitled to receive notice of, and to vote at, the virtual annual meeting scheduled for May 19, 2026.

How will Fold Holdings, Inc. (FLD) 2026 annual meeting be conducted?

Fold Holdings’ 2026 annual meeting of shareholders will be held virtually on May 19, 2026 at 12:00 p.m. Eastern Time. Specific access instructions and participation details will be included in the company’s definitive proxy statement to be filed with the Securities and Exchange Commission.

What does the recent 8-K filing from Fold Holdings, Inc. (FLD) disclose?

The 8-K from Fold Holdings primarily discloses corporate governance timing for its 2026 annual meeting. It announces the virtual meeting date of May 19, 2026, sets the March 24, 2026 record date, and furnishes a related press release as Exhibit 99.1 for investors.

Will financial results be discussed in Fold Holdings, Inc. (FLD) recent announcement?

The announcement focuses on meeting logistics rather than financial performance. It sets the date, time, format, and record date for Fold Holdings’ 2026 annual shareholder meeting. Any matters to be voted on will be detailed later in the definitive proxy statement filed with the SEC.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99 EX-99 6.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 100.4 KB