Fold Holdings (FLD) CFO sells shares to cover RSU tax obligations
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported routine equity activity involving restricted stock units and related tax sales. On June 1, 2026, restricted stock units were exercised to acquire an aggregate of 4,196 shares of common stock at a conversion price of $0.00 per share. On June 2, 2026, Repass then sold 1,310 shares of common stock at $0.905 per share in open-market transactions. A footnote explains these sales were mandated "sell to cover" trades to satisfy tax withholding obligations tied to the RSU vesting and were not discretionary. Following these transactions, Repass directly held 731,094 shares of common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,310 shares ($1,186)
Net Sell
9 txns
Insider
Repass Wolfe
Role
Chief Financial Officer
Sold
1,310 shs ($1K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 480 | $0.905 | $434.40 |
| Sale | Common Stock | 824 | $0.905 | $745.72 |
| Sale | Common Stock | 6 | $0.905 | $5.43 |
| Exercise | Restricted Stock Units | 2,639 | $0.00 | -- |
| Exercise | Restricted Stock Units | 17 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,540 | $0.00 | -- |
| Exercise | Common Stock | 2,639 | $0.00 | -- |
| Exercise | Common Stock | 17 | $0.00 | -- |
| Exercise | Common Stock | 1,540 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 731,924 shares (Direct, null);
Restricted Stock Units — 23,749 shares (Direct, null)
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. 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. Not applicable. 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. 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). 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. 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: 1,310 shares
Sale price: $0.905/share
Shares from RSU exercises: 4,196 shares
+3 more
6 metrics
Shares sold
1,310 shares
Open-market sales on June 2, 2026
Sale price
$0.905/share
Price for common stock sales on June 2, 2026
Shares from RSU exercises
4,196 shares
Common stock acquired via RSU conversions on June 1, 2026
Post-transaction holdings
731,094 shares
Common stock directly held by CFO after transactions
RSU conversion price
$0.00/share
Conversion price for restricted stock units into common stock
Net buy/sell direction
net-sell 1,310 shares
Aggregate across reported buy/sell activity in Form 4
Key Terms
restricted stock units, sell to cover, liquidity event vesting condition, Agreement and Plan of Merger, +1 more
5 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
"tax withholding obligations to be 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 ... a liquidity event vesting condition. The liquidity event vesting condition was satisfied"
Agreement and Plan of Merger financial
"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.
business combination financial
"Represents securities received as part of the Issuer's business combination"
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.
