Fund tied to Fold Holdings (FLD) redeems convertible note and gains shares

Rhea-AI Filing Summary

Fold Holdings, Inc. reported an insider-related fund restructuring its position. SATS Credit Fund LP, managed by director and 10% owner Jonathan Kirkwood, entered a transaction on February 26, 2026 in which it purchased a Senior Unsecured Promissory Note and 520,000 shares of common stock for an aggregate $13,000,000.

The filing also shows SATS Credit Fund LP’s previously purchased 7.0% convertible note, which was convertible into approximately 3.7 million common shares under its terms, was fully redeemed on February 26, 2026 without any conversion into stock. In addition, SATS Credit Fund LP indirectly acquired 20,800 shares of common stock, bringing its indirectly held common stock position to 50,800 shares.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kirkwood Jonathan

(Last) (First) (Middle)

C/O FOLD HOLDINGS, INC.,

2942 NORTH 24TH STREET, SUITE 115,#42035

(Street)

PHOENIX AZ 85028-6039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fold Holdings, Inc. [ FLD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A(1)		20,800	A	(1)	50,800	I	Through SATS Credit Fund LP(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
7.0% Convertible Note	$12.5	02/26/2026		J			148,000(3)	03/06/2025	02/26/2026	Common Stock	148,000	(3)	0	I	Through SATS Credit Fund LP

Explanation of Responses:

1. SATS Credit Fund LP entered into a transaction with the Issuer on February 26, 2026 pursuant to which it purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock from the Issuer for the aggregate purchase price of $13,000,000.

2. The reporting person is the managing member of SATS Credit Fund GP LLC, which is the general partner of SATS Credit Fund LP.

3. On February 26, 2026, the convertible note (convertible into approximately 3.7 million shares of Common Stock pursuant to the terms therein), previously purchased from the Issuer on March, 2025, was redeemed without ever being exercised. For additional information regarding the transaction, see the Form 8-K filed by the Issuer with the SEC on February 26, 2026.

	/s/ Jonathan Kirkwood	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider-related entity was involved in Fold Holdings (FLD) Form 4?

The Form 4 centers on SATS Credit Fund LP, an entity whose general partner is managed by director and 10% owner Jonathan Kirkwood. SATS Credit Fund LP held the securities indirectly reported as beneficially owned through this structure.

What did SATS Credit Fund LP purchase from Fold Holdings (FLD)?

SATS Credit Fund LP purchased a Senior Unsecured Promissory Note and 520,000 shares of Fold Holdings common stock. The aggregate purchase price for this combined transaction was $13,000,000, paid directly to the issuer as part of the financing arrangement.

What happened to the 7.0% convertible note reported for Fold Holdings (FLD)?

The 7.0% convertible note, previously purchased in March 2025 and convertible into approximately 3.7 million common shares, was fully redeemed on February 26, 2026. It was redeemed in cash without any shares of common stock being issued upon conversion.

How many Fold Holdings (FLD) shares did SATS Credit Fund LP acquire in the Form 4?

The Form 4 records an indirect grant or other acquisition of 20,800 shares of Fold Holdings common stock for SATS Credit Fund LP. After this acquisition, the fund’s indirectly held common stock position reported in the filing increased to 50,800 shares.

How is Jonathan Kirkwood related to SATS Credit Fund LP in the Fold Holdings (FLD) filing?

Jonathan Kirkwood is reported as the managing member of SATS Credit Fund GP LLC, which serves as the general partner of SATS Credit Fund LP. Through this role, he is treated as having indirect beneficial ownership of the securities held by the fund.

Did SATS Credit Fund LP convert its Fold Holdings (FLD) convertible note into stock?

No. The filing states the convertible note, which was convertible into about 3.7 million common shares, was redeemed without ever being exercised. As a result, no new Fold Holdings shares were issued from that note’s conversion.