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.
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Form Type
4
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)
- 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
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
