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Fold Holdings CEO sells 5,304 shares to cover taxes

The chief executive officer's reported sales covered RSU tax withholding through an issuer-required sell-to-cover transaction, rather than a discretionary sale.

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Form Type
4

Rhea-AI Filing Summary

William Brian Poppic Reeves, Fold Holdings, Inc.'s Chief Executive Officer and ten percent owner, reported converting 1,075 and 11,548 restricted stock units into common stock on October 1, 2026, on a one-for-one basis. On October 2, he sold 453 and 4,851 shares at $0.5300 per share, totaling 5,304 shares. The sales covered tax withholding tied to RSU vesting and settlement; the issuer required this sell-to-cover method, and the transactions were not discretionary. No Rule 10b5-1 plan is reported.

Insider Reeves William Brian Poppic
Role Chief Executive Officer
Sold 5,304 shs ($3K)
Approx. gross sale proceeds $3K
Type Security Shares Price Value
Sale Common Stock F2 453 $0.53 $240.09
Sale Common Stock F2 4,851 $0.53 $3K
Exercise Restricted Stock Units F3, F5, F4 1,075 -- --
Exercise Restricted Stock Units F3, F5, F6 11,548 -- --
Exercise Common Stock F1 1,075 -- --
Exercise Common Stock F1 11,548 -- --
Holdings After Transaction: Restricted Stock Units — 23,097 contracts (Direct); Common Stock — 5,446,247 shares (Direct)
Footnotes (6)
  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. Reeves 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. Reeves.
  3. F3. Not applicable.
  4. F4. The restricted stock units vest as to one-fourth of the underlying shares beginning on October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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. 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 December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the Merger.
Shares sold 5,304 shares October 2, 2026; two reported sale entries
Sale price $0.5300 per share October 2, 2026
Restricted stock units converted to common stock 1,075 shares October 1, 2026; one-for-one conversion
Restricted stock units converted to common stock 11,548 shares October 1, 2026; one-for-one conversion
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
"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"
48 equal monthly installments financial
"thereafter in 48 equal monthly installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FLD shares did William Brian Poppic Reeves sell, and at what price?

William Brian Poppic Reeves sold 5,304 shares in two reported entries—453 and 4,851 shares—at $0.5300 per share on October 2, 2026.

Why did the FLD chief executive officer sell shares?

The shares were sold to cover tax withholding obligations tied to restricted stock unit vesting and settlement. The issuer required those obligations to be funded through a “sell to cover” transaction, which the transaction note says was not discretionary by William Brian Poppic Reeves. No Rule 10b5-1 plan is reported.

What were the vesting terms for William Brian Poppic Reeves' FLD restricted stock units?

The restricted stock units vested as to one-fourth of the underlying shares beginning October 1, 2023, followed by 48 equal monthly installments, subject to continued service and a liquidity event vesting condition. That condition was deemed met upon the merger on February 14, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Reeves William Brian Poppic

(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)
DirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock10/01/2026M1,075A(1)5,440,003D
Common Stock10/01/2026M11,548A(1)5,451,551D
Common Stock10/02/2026S(2)453D$0.535,451,098D
Common Stock10/02/2026S(2)4,851D$0.535,446,247D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)10/01/2026M1,075 (4) (4)Common Stock1,075(5)0D
Restricted Stock Units(3)10/01/2026M11,548 (6) (6)Common Stock11,548(5)23,097D
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. Reeves 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. Reeves.
3. Not applicable.
4. The restricted stock units vest as to one-fourth of the underlying shares beginning on October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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).
6. The restricted stock units vest as to one-fourth of the underlying shares beginning on December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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 Exhibit 24 to the Reporting Person's Form 4 filed on February 20, 2026).
/s/ Audrey Bartosh, Attorney-in-Fact10/05/2026
** Signature of Reporting PersonDate
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)

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