Fold Holdings (FLD) CFO reports RSU conversions and tax-related share sales

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported multiple equity transactions involving restricted stock units (RSUs) and common stock. On February 20 and 23, 2026, RSUs converted into common stock on a one-for-one basis in connection with prior equity awards.

The filing shows a total of 16,585 common shares sold in open-market transactions at prices of $1.546 and $1.49 per share. According to the footnotes, these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations upon RSU vesting and settlement and were not discretionary trades by Mr. Repass.

Footnotes explain that the RSUs vest in monthly installments following initial one-fourth vesting dates in May 2023 and June 2025, subject to continued service and a liquidity event condition, which was deemed met upon the merger completed on February 14, 2025.

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^*

Repass Wolfe

(Last) (First) (Middle)

2942 NORTH 24TH ST, SUITE 115, #42035

(Street)

PHOENIX AZ 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)
02/20/2026

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	02/20/2026		S(1)		12,406	D	$1.546	163,923	D
Common Stock	02/20/2026		M		8,338	A	(2)	172,261	D
Common Stock	02/23/2026		S(1)		4,179	D	$1.49	168,082	D
Common Stock	02/23/2026		M		30,795	A	(2)	198,877	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/20/2026		M			8,338	(5)	(5)	Common Stock	8,338	(4)	2,085	D
Restricted Stock Units	(3)	02/23/2026		M			30,795	(6)	(6)	Common Stock	30,795	(4)	43,114	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 May 19, 2023 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 20, 2026.

6. 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 23, 2026.

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	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did FLD CFO Wolfe Repass report on this Form 4?

Wolfe Repass reported RSU conversions into common stock and related share sales. A total of 16,585 common shares were sold in open-market transactions tied to tax withholding obligations triggered by RSU vesting and settlement on February 20 and 23, 2026.

Were the FLD CFO’s stock sales discretionary or mandated by company policy?

The stock sales were mandated, not discretionary. Footnotes state the sales were "sell to cover" transactions required by Fold Holdings’ election to satisfy tax withholding obligations from RSU vesting, rather than voluntary trading decisions by CFO Wolfe Repass.

At what prices did Fold Holdings (FLD) CFO’s tax-related share sales occur?

The reported open-market sales occurred at prices of $1.546 and $1.49 per share. These transactions covered tax withholding obligations following RSU vesting and settlement and were carried out under the company’s mandated "sell to cover" approach.

How do the Fold Holdings (FLD) RSUs held by the CFO vest over time?

The RSUs vest one-fourth on specified initial dates, then in 48 equal monthly installments. One grant began vesting May 19, 2023, another June 1, 2025, contingent on continued service and a liquidity event condition later met upon the February 14, 2025 merger.

What triggered settlement of the FLD CFO’s vested RSUs reported in this filing?

Settlement was delayed until February 20 and 23, 2026 due to equity plan administrator restrictions. Footnotes note that although vesting and liquidity conditions were previously met, none of the vested units were settled into common stock until those specific February 2026 dates.

How are Fold Holdings (FLD) RSUs reported for the CFO converted into common stock?

The RSUs convert into common stock on a one-for-one basis. As RSUs vest and settlement occurs, each restricted stock unit becomes a single share of Fold Holdings common stock, supporting clarity around the economic value of the reported equity awards.