Fold Holdings (FLD) CFO uses share sale to cover RSU tax obligations
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Financial Officer Repass Wolfe reported multiple stock-based compensation events and a related tax sale. On May 1, 2026, restricted stock units were converted into a total of 4,197 shares of common stock at a stated price of $0.00 per share, reflecting vesting of prior equity awards. On May 4, 2026, he sold 1,947 shares of common stock at $1.422 per share.
According to the footnotes, this sale was mandated as a “sell to cover” transaction to satisfy tax withholding obligations tied to the RSU vesting and did not represent a discretionary trade. Following these transactions, Wolfe directly holds 730,639 shares of Fold common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,947 shares ($2,769)
Net Sell
7 txns
Insider
Repass Wolfe
Role
Chief Financial Officer
Sold
1,947 shs ($3K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,947 | $1.422 | $3K |
| Exercise | Restricted Stock Units | 2,639 | $0.00 | -- |
| Exercise | Restricted Stock Units | 18 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,540 | $0.00 | -- |
| Exercise | Common Stock | 2,639 | $0.00 | -- |
| Exercise | Common Stock | 18 | $0.00 | -- |
| Exercise | Common Stock | 1,540 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 730,639 shares (Direct, null);
Restricted Stock Units — 26,388 shares (Direct, null)
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. 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 4. 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. 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.
Key Figures
Shares sold: 1,947 shares
Sale price: $1.422 per share
Shares after transactions: 730,639 shares
+4 more
7 metrics
Shares sold
1,947 shares
Open-market sale on May 4, 2026 to cover taxes
Sale price
$1.422 per share
Price for 1,947 Fold Holdings common shares sold
Shares after transactions
730,639 shares
CFO’s direct Fold Holdings common stock holdings post-sale
Shares from RSU conversions
4,197 shares
Common stock acquired via RSU-related exercises on May 1, 2026
RSUs remaining (block 1)
38,495 units
Restricted stock units remaining after 1,540-unit conversion
RSUs remaining (block 2)
275 units
Restricted stock units remaining after 18-unit conversion
RSUs remaining (block 3)
26,388 units
Restricted stock units remaining after 2,639-unit conversion
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 ... continued service ... and a liquidity event vesting condition."
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.
FAQ
What insider transactions did Fold Holdings (FLD) report for CFO Repass Wolfe?
Fold Holdings’ CFO Repass Wolfe reported RSU conversions into 4,197 common shares and a related sale of 1,947 shares. The sale was to cover tax withholding obligations from RSU vesting rather than a discretionary trade, and he continues to hold 730,639 shares.
Why did the Fold Holdings (FLD) CFO’s Form 4 show a sale transaction?
The Form 4 explains the sale was executed solely to cover tax withholding obligations triggered by restricted stock unit vesting. Fold Holdings elected to satisfy these taxes through a mandatory “sell to cover” transaction, so the sale did not represent a discretionary market decision by the CFO.
What restricted stock unit activity did Fold Holdings (FLD) disclose for its CFO?
The filing shows restricted stock units converting into 4,197 Fold Holdings common shares on May 1, 2026 at a stated price of $0.00. Footnotes describe RSUs that vest over time, contingent on continued service and a liquidity event vesting condition tied to the company’s merger.
How do vesting conditions work for Fold Holdings (FLD) restricted stock units?
Footnotes state certain restricted stock units vest as to one-fourth of the shares on specified dates, then in 48 equal monthly installments. Vesting is subject to CFO Repass Wolfe’s continued service and a liquidity event vesting condition, which was satisfied upon Fold Holdings’ merger transaction.