Fold (FLD) CFO exercises RSUs and sells shares in tax sell-to-cover
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported a mix of equity exercises and tax-related share sales. On February 26–27, 2026, he exercised multiple tranches of restricted stock units that convert into common stock on a one-for-one basis and received common shares at a stated price of $0.0000 per share. To cover tax withholding obligations from these RSU vestings, he sold 13,675 common shares at $1.463 and 9,177 common shares at $1.479 in open-market transactions that the company describes as mandated "sell to cover" rather than discretionary sales. Following these transactions, he directly held 253,535 shares of Fold common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 22,852 shares ($33,579)
Net Sell
12 txns
Insider
Repass Wolfe
Role
Chief Financial Officer
Sold
22,852 shs ($34K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 30,785 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,639 | $0.00 | -- |
| Exercise | Restricted Stock Units | 17 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,540 | $0.00 | -- |
| Sale | Common Stock | 9,177 | $1.479 | $14K |
| Exercise | Common Stock | 30,785 | $0.00 | -- |
| Exercise | Common Stock | 2,639 | $0.00 | -- |
| Exercise | Common Stock | 17 | $0.00 | -- |
| Exercise | Common Stock | 1,540 | $0.00 | -- |
| Exercise | Restricted Stock Units | 30,785 | $0.00 | -- |
| Sale | Common Stock | 13,675 | $1.463 | $20K |
| Exercise | Common Stock | 30,785 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 34,304 shares (Direct);
Common Stock — 218,554 shares (Direct)
Footnotes (1)
- The sale reported on this Form 4 represents shares sold by Mr. Repass to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by Mr. Repass. Restricted stock units convert into common stock on a one-for-one basis. Not applicable. Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the "Merger Agreement"), by and among the Issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc. and Fold, Inc. ("Legacy Fold"), pursuant to which each outstanding Legacy Fold RSU Award was automatically converted into an award of restricted stock units covering a number of shares of the Issuer's Common Stock based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended (Reg. No. 333-282520). The restricted stock units vest as to one-fourth of the underlying shares beginning on March 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon the merger described in Footnote 4. Due to restrictions imposed by the Company's equity plan administrator, the vested units reported here were not settled until February 26, 2026. The restricted stock units vest as to one-fourth of the underlying shares beginning on March 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon the merger described in Footnote 4. Due to restrictions imposed by the Company's equity plan administrator, the vested units reported here were not settled until February 27, 2026. The restricted stock units vest as to one-fourth of the underlying shares beginning on March 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon the merger described in Footnote 4. The restricted stock units vest as to one-fourth of the underlying shares beginning on September 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the Merger. The restricted stock units vest as to one-fourth of the underlying shares beginning on June 1, 2025 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition.The liquidity event vesting condition was deemed met upon the Merger.
FAQ
What did Fold (FLD) CFO Wolfe Repass report in this Form 4?
Fold CFO Wolfe Repass reported exercising restricted stock units into common shares and related tax-withholding sales. The filing shows multiple RSU conversions at $0.0000 per share and mandated open-market sales to satisfy tax obligations tied to those vesting events.
What is the relationship between Repass’s RSUs and Fold (FLD) common stock?
The Form 4 explains that restricted stock units convert into Fold common stock on a one-for-one basis. As RSUs vest and settle, each unit becomes one share of common stock, triggering related tax obligations handled through the reported "sell to cover" transactions.