Fold Holdings COO sells shares to cover tax withholding

Fold Holdings, Inc. reports that Chief Operating Officer Matt McManus sold 2,109 shares of common stock on 2026-07-22 at $0.45 per share, leaving him with 382,879 shares held directly.

Accepted by SEC EDGAR 07/23/2026 - 09:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Fold Holdings, Inc. reports that Chief Operating Officer Matt McManus sold 2,109 shares of common stock on 2026-07-22 at $0.45 per share, leaving him with 382,879 shares held directly.

According to the footnote, this sell-to-cover transaction was mandated to satisfy tax withholding on vested restricted stock units and did not represent a discretionary trade or a Rule 10b5-1 plan transaction.

Insider Trade Summary

Net Seller: 2,109 shares

Net Sell 1 txn

Insider McManus Matt

Role Chief Operating Officer

Sold 2,109 shs ($949.05)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	2,109	$0.45	$949.05

Holdings After Transaction: Common Stock — 382,879 shares (Direct)

Footnotes (1)

1. F1. The sale reported on this Form 4 represents shares sold by Mr. McManus 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. McManus.

Key Figures

Shares sold: 2,109 shares Sale price per share: $0.45 Shares owned after transaction: 382,879 shares

3 metrics

Shares sold 2,109 shares Sale of common stock on 2026-07-22

Sale price per share $0.45 Price per share for the 2,109-share sale

Shares owned after transaction 382,879 shares Direct holdings of Matt McManus following the reported sale

Key Terms

sell to cover, restricted stock units, tax withholding obligations

3 terms

sell to cover financial

"to require the satisfaction of tax withholding obligations to be funded by a "sell to cover""

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

"in connection with the vesting and settlement of restricted stock units."

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.

tax withholding obligations financial

"represents shares sold by Mr. McManus to cover tax withholding obligations in connection"

FAQ

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

What insider transaction did FLD report for COO Matt McManus?

Fold Holdings (FLD) reported that COO Matt McManus sold 2,109 shares of common stock on 2026-07-22. The filing states the sale was linked to tax withholding on vesting restricted stock units, not a discretionary trade.

How many Fold Holdings (FLD) shares did Matt McManus sell and at what price?

McManus sold 2,109 shares of Fold Holdings common stock at $0.45 per share. The transaction involved non-derivative common stock and was recorded as a sale with direct ownership reported after the transaction.

Why did Matt McManus sell Fold Holdings (FLD) stock in this Form 4 filing?

The filing explains the sale was to cover tax withholding obligations related to the vesting and settlement of restricted stock units. It describes the trade as a mandated “sell to cover” transaction, not a discretionary decision by McManus.

How many Fold Holdings (FLD) shares does Matt McManus own after this sale?

After the reported transaction, McManus directly holds 382,879 shares of Fold Holdings common stock. This post-transaction balance is stated in the ownership column for his direct holdings in the Form 4 data.

Was the FLD COO’s sale executed under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox is not marked, and the footnote describes the sale as a mandatory sell-to-cover for taxes. The disclosure characterizes it as non-discretionary rather than a pre-arranged Rule 10b5-1 trading plan.

What type of security did Matt McManus trade in this Fold Holdings (FLD) Form 4?

The transaction involved Common Stock, classified as a non-derivative security. The sale was associated with tax obligations tied to underlying restricted stock units that had vested and settled.

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

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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
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^*

McManus Matt

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2026

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	07/22/2026		S(1)		2,109	D	$0.45	382,879	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

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by Mr. McManus 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. McManus.

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. McManus on April 14 2026).

	/s/ Audrey Bartosh, Attorney-in-Fact	07/23/2026
	** 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)