Were Wolfe Repass’s Fold (FLD) share sales discretionary?

No, the filing states the sales were not discretionary. Fold elected to satisfy tax withholding for RSU vesting through mandated "sell to cover" transactions, so the reported sales reflect that mechanism rather than an independent portfolio decision by Wolfe Repass.

Fold CFO exercises RSUs, sells shares for taxes

Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported a mix of equity exercises and tax-related share sales.

Accepted by SEC EDGAR 03/02/2026 - 09:30 PM EST

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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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 12 txns

Insider Repass Wolfe

Role Chief Financial Officer

Sold 22,852 shs ($34K)

Approx. gross sale proceeds $34K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	30,785	$0.00	$0.00
Exercise	Restricted Stock Units	2,639	$0.00	$0.00
Exercise	Restricted Stock Units	17	$0.00	$0.00
Exercise	Restricted Stock Units	1,540	$0.00	$0.00
Sale	Common Stock	9,177	$1.479	$14K
Exercise	Common Stock	30,785	$0.00	$0.00
Exercise	Common Stock	2,639	$0.00	$0.00
Exercise	Common Stock	17	$0.00	$0.00
Exercise	Common Stock	1,540	$0.00	$0.00
Exercise	Restricted Stock Units	30,785	$0.00	$0.00
Sale	Common Stock	13,675	$1.463	$20K
Exercise	Common Stock	30,785	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 73,549 contracts (Direct); Common Stock — 253,535 shares (Direct)

Footnotes (9)

F1. 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.
F2. Restricted stock units convert into common stock on a one-for-one basis.
F3. Not applicable.
F4. 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).
F5. 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.
F6. 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.
F7. 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.
F8. 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.
F9. 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

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

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.

How many Fold (FLD) shares did the CFO sell and at what prices?

The CFO sold 13,675 Fold common shares at $1.463 and 9,177 shares at $1.479. These open-market sales, described as "sell to cover" transactions, were executed to fund tax withholding obligations arising from RSU vesting and settlement.

How many Fold (FLD) shares does the CFO hold after these transactions?

After the reported exercises and sales, Wolfe Repass directly holds 253,535 Fold common shares. This figure reflects his ownership following the February 26–27, 2026 RSU conversions and the associated tax-withholding stock sales disclosed in the Form 4.

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.

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

Form 4 Insider Transactions: What Each Field Means →

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Repass Wolfe

(Last)

(First)

(Middle)

2942 NORTH 24TH ST, SUITE 115, #42035

(Street)

PHOENIX

85016

(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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2026		S⁽¹⁾		13,675	D	$1.463	196,946	D
Common Stock	02/26/2026		M		30,785	A	⁽²⁾	227,731	D
Common Stock	02/27/2026		S⁽¹⁾		9,177	D	$1.479	218,554	D
Common Stock	02/27/2026		M		30,785	A	⁽²⁾	249,339	D
Common Stock	02/27/2026		M		2,639	A	⁽²⁾	251,978	D
Common Stock	02/27/2026		M		17	A	⁽²⁾	251,995	D
Common Stock	02/27/2026		M		1,540	A	⁽²⁾	253,535	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/26/2026		M			30,785	⁽⁵⁾	⁽⁵⁾	Common Stock	30,785	⁽⁴⁾	65,089	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			30,785	⁽⁶⁾	⁽⁶⁾	Common Stock	30,785	⁽⁴⁾	34,304	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			2,639	⁽⁷⁾	⁽⁷⁾	Common Stock	2,639	⁽⁴⁾	31,665	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			17	⁽⁸⁾	⁽⁸⁾	Common Stock	17	⁽⁴⁾	310	D
Restricted Stock Units	⁽³⁾	02/27/2026		M			1,540	⁽⁹⁾	⁽⁹⁾	Common Stock	1,540	⁽⁴⁾	41,574	D

Explanation of Responses:

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.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Not applicable.

4. 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).

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

Remarks:

Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by Mr. Repass on February 20, 2026).

	/s/ Audrey Bartosh, Attorney-in-Fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR