Tax-driven share sale by Fold (FLD) CFO after RSU vesting

Rhea-AI Filing Summary

Fold Holdings Chief Financial Officer Repass Wolfe reported routine equity compensation activity. On March 19, 2026, Mr. Repass exercised 695 restricted stock units, which convert into common stock on a one-for-one basis, receiving 695 shares of Common Stock at a conversion price of $0.00 per share. On March 20, 2026, he sold 176 shares of Common Stock at $1.246 per share to cover tax withholding obligations tied to this vesting. The company required this "sell to cover" transaction, so it was not a discretionary sale. After these transactions, Mr. Repass directly holds 242,773 shares of Common Stock and 1,390 restricted stock units, with the RSUs vesting over time under a pre-established schedule and merger-related liquidity condition.

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 ARIZONA 85016

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/19/2026		M		695	A	(1)	242,949	D
Common Stock	03/20/2026		S(2)		176	D	$1.246	242,773	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)	03/19/2026		M			695	(4)	(4)	Common Stock	695	(5)	1,390	D

Explanation of Responses:

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

2. 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.

3. Not applicable.

4. 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").

5. 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).

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	03/23/2026
	** 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).
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did FLD CFO Repass Wolfe report?

Repass Wolfe695 restricted stock units into common shares, then sold 176 shares at $1.246 each to satisfy required tax withholding obligations through a mandated "sell to cover" transaction.

Was the FLD CFO’s sale of 176 shares a discretionary trade?

No, the 176-share sale at $1.246 per share was not discretionary. Footnotes explain it was mandated by Fold Holdings’ election to fund tax withholding through a required "sell to cover" transaction tied to restricted stock unit vesting.

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

After the reported activity, the CFO directly holds 242,773 shares of Common Stock. He also holds 1,390 restricted stock units, which are scheduled to vest over time under a multi-year vesting schedule and a previously satisfied merger-related liquidity condition.

What RSU vesting schedule applies to the FLD CFO’s equity awards?

The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023, then in 48 equal monthly installments, contingent on continued service and a liquidity event condition that was met upon Fold’s merger on February 14, 2025.

How do the FLD CFO’s restricted stock units convert into common stock?

Each restricted stock unit converts into one share of Common Stock. In this filing, 695 RSUs converted into 695 shares at a stated conversion price of $0.00, reflecting standard equity compensation rather than a cash purchase in the open market.