Fold Holdings CFO sells 1,231 shares to cover taxes
The sales covered tax withholding required under the issuer’s sell-to-cover arrangement and were not discretionary transactions by the chief financial officer.
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Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. (FLD) Chief Financial Officer Wolfe Repass converted 4,196 restricted stock units into common stock on October 1, 2026, on a one-for-one basis. On October 2, he sold 1,231 shares at $0.53 per share to cover tax withholding connected with the vesting and settlement. The issuer required the sell-to-cover transaction, which the footnote says was not discretionary.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
9 txns
Insider
Repass Wolfe
Role
Chief Financial Officer
Sold
1,231 shs ($652.43)
Approx. gross sale proceeds
$652.43
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F2 | 5 | $0.53 | $2.65 |
| Sale | Common Stock F2 | 774 | $0.53 | $410.22 |
| Sale | Common Stock F2 | 452 | $0.53 | $239.56 |
| Exercise | Restricted Stock Units F3, F5, F4 | 2,639 | -- | -- |
| Exercise | Restricted Stock Units F3, F5, F6 | 17 | -- | -- |
| Exercise | Restricted Stock Units F3, F5, F7 | 1,540 | -- | -- |
| Exercise | Common Stock F1 | 2,639 | -- | -- |
| Exercise | Common Stock F1 | 17 | -- | -- |
| Exercise | Common Stock F1 | 1,540 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 44,180 contracts (Direct);
Common Stock — 740,115 shares (Direct)
Footnotes (7)
- F1. Restricted stock units convert into common stock on a one-for-one basis.
- F2. 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.
- F3. Not applicable.
- F4. 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 5.
- F5. 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).
- F6. 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.
- F7. 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.
Key Figures
Restricted stock units converted: 4,196 shares
Common shares sold: 1,231 shares
Sale price per share: $0.53 per share
3 metrics
Restricted stock units converted
4,196 shares
Converted into common stock on October 1, 2026, one-for-one
Common shares sold
1,231 shares
October 2, 2026
Sale price per share
$0.53 per share
Common stock sale on October 2, 2026
Key Terms
Restricted Stock Units, sell to cover, liquidity event vesting condition
3 terms
Restricted Stock Units financial
"Restricted stock units convert into common stock on a one-for-one basis"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
sell to cover financial
"funded by a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
liquidity event vesting condition financial
"subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many FLD restricted stock units converted to common stock?
4,196 restricted stock units converted into common stock on October 1, 2026, on a one-for-one basis.
AI-generated analysis. How Rhea-AI works. Not financial advice.
