Fold Holdings CFO sells shares to cover taxes

Fold Holdings’ CFO exercised RSUs into common shares and sold a portion solely to satisfy tax withholding via a mandated sell-to-cover.

Rhea-AI Filing Summary

Fold Holdings, Inc. (FLD) reported that Chief Financial Officer Wolfe Repass exercised restricted stock units into a total of 4,195 shares of common stock on September 1, 2026, and on September 2, 2026 sold 1,342 common shares at $0.457 per share to cover tax withholding obligations under an issuer-mandated “sell to cover” arrangement; no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider Repass Wolfe

Role Chief Financial Officer

Sold 1,342 shs ($613.29)

Approx. gross sale proceeds $613.29

Type	Security	Shares	Price	Value
Sale	Common Stock F2	5	$0.457	$2.29
Sale	Common Stock F2	844	$0.457	$385.71
Sale	Common Stock F2	493	$0.457	$225.30
Exercise	Restricted Stock Units F3, F5, F4	2,639	--	--
Exercise	Restricted Stock Units F3, F5, F6	17	--	--
Exercise	Restricted Stock Units F3, F5, F7	1,539	--	--
Exercise	Common Stock F1	2,639	--	--
Exercise	Common Stock F1	17	--	--
Exercise	Common Stock F1	1,539	--	--

Holdings After Transaction: Restricted Stock Units — 48,376 contracts (Direct); Common Stock — 737,150 shares (Direct)

Footnotes (7)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. 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.
3. F3. Not applicable.
4. 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.
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).
6. 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.
7. 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

Shares sold: 1,342 shares Sale price per share: $0.457 per share RSUs exercised: 4,195 shares +3 more

6 metrics

Shares sold 1,342 shares Common stock sales by CFO on September 2, 2026

Sale price per share $0.457 per share Common stock sold on September 2, 2026

RSUs exercised 4,195 shares Restricted stock units converting into common stock on September 1, 2026

Derivative exercises 3 transactions Code M derivative transactions on September 1, 2026

Net share change from buys/sells -1,342 shares Net of reported common stock sales versus acquisitions

Sell transactions 3 transactions Open-market or private sales of common stock

Key Terms

sell to cover, restricted stock units, liquidity event vesting condition, business combination, +1 more

5 terms

sell to cover financial

"funded by a "sell to cover" transaction and does not represent"

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.

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.

liquidity event vesting condition financial

"subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition."

business combination financial

"Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Agreement and Plan of Merger regulatory

"in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

What insider transactions did FLD’s CFO report on this Form 4?

The CFO, Wolfe Repass, reported exercising 4,195 restricted stock units into common stock on September 1, 2026, and selling 1,342 common shares on September 2, 2026 at $0.457 per share to cover tax withholding obligations.

How many FLD shares did the CFO sell and at what price?

Wolfe Repass sold a total of 1,342 shares of Fold Holdings common stock on September 2, 2026 at a price of $0.457 per share, according to the Form 4 transaction data.

Why did the FLD CFO sell shares according to the Form 4 footnotes?

The Form 4 states the 1,342 shares were sold to cover tax withholding obligations related to RSU vesting. The sale was mandated by Fold Holdings’ election to require a “sell to cover” and is described as not a discretionary transaction by the CFO.

Were the FLD CFO’s sales made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 plan for these transactions, and the footnote explains the sale was driven by the issuer’s tax withholding election rather than by a discretionary trading plan.

What RSU activity did the FLD CFO report on this Form 4?

Wolfe Repass reported exercises of restricted stock units that converted on a one-for-one basis into 4,195 shares of Fold Holdings common stock on September 1, 2026, tied to awards whose vesting was subject to time-based schedules and a liquidity event condition satisfied by the merger.

What merger-related information is included in this FLD Form 4?

A footnote explains the reported RSUs were received in Fold Holdings’ business combination under a Merger Agreement dated July 24, 2024, where Legacy Fold RSU awards were converted into restricted stock units over Fold Holdings common stock using an exchange ratio described in a Form S-4.

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Available on EDGAR 09/03/2026 - 09:30 PM Accepted by SEC EDGAR 09/03/2026 - 09:30 PM Learn about SEC filing dates

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
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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 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)
09/01/2026

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	09/01/2026		M		2,639	A	(1)	736,936	D
Common Stock	09/01/2026		M		17	A	(1)	736,953	D
Common Stock	09/01/2026		M		1,539	A	(1)	738,492	D
Common Stock	09/02/2026		S(2)		5	D	$0.457	738,487	D
Common Stock	09/02/2026		S(2)		844	D	$0.457	737,643	D
Common Stock	09/02/2026		S(2)		493	D	$0.457	737,150	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)	09/01/2026		M			2,639	(4)	(4)	Common Stock	2,639	(5)	15,833	D
Restricted Stock Units	(3)	09/01/2026		M			17	(6)	(6)	Common Stock	17	(5)	207	D
Restricted Stock Units	(3)	09/01/2026		M			1,539	(7)	(7)	Common Stock	1,539	(5)	32,336	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 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.

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).

6. 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.

7. 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	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)