Fold Holdings (FLD) CEO sells 16,411 shares in tax-related transactions

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Executive Officer and ten percent owner Reeves William Brian Poppic reported open-market sales of company common stock that were executed solely to cover tax obligations. The footnote explains these transactions were "sell to cover" sales mandated by the company’s tax withholding election and not discretionary trades.

Across two days, he sold shares to satisfy taxes triggered by the vesting and settlement of previously granted restricted stock units, and continued to hold more than five million shares of Fold Holdings common stock directly after these transactions.

Insights

CEO’s sales are mandated tax-withholding events, not discretionary selling.

The CEO of Fold Holdings, Reeves William Brian Poppic, reported two open-market sales totaling 16,411 common shares. A detailed footnote states these were executed to fund tax withholding on vesting restricted stock units under a required "sell to cover" arrangement.

Because the company elected to satisfy tax liabilities via share sales, these transactions are characterized as administrative rather than discretionary portfolio moves. After the sales, Poppic still held about 5.5 million common shares directly, indicating that only a very small portion of his equity position was involved.

For investors, the filing mainly clarifies how equity compensation is taxed and settled for senior leadership. Subsequent filings may provide further visibility into additional vesting events or changes in the scale of equity awards relative to overall share ownership.

Insider Trade Summary

Net Seller: 16,411 shares ($19,347)

Net Sell 2 txns

Insider Reeves William Brian Poppic

Role Chief Executive Officer

Sold 16,411 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,698	$1.146	$10K
Sale	Common Stock	7,713	$1.216	$9K

Holdings After Transaction: Common Stock — 5,492,368 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold 2026-05-21: 7,713 shares at $1.216 Shares sold 2026-05-22: 8,698 shares at $1.146 Total shares sold: 16,411 shares +3 more

6 metrics

Shares sold 2026-05-21 7,713 shares at $1.216 Open-market sale of common stock on May 21, 2026

Shares sold 2026-05-22 8,698 shares at $1.146 Open-market sale of common stock on May 22, 2026

Total shares sold 16,411 shares Net shares sold across two tax-related transactions

Holdings after 2026-05-21 5,501,066 shares Direct common stock ownership after May 21 sale

Holdings after 2026-05-22 5,492,368 shares Direct common stock ownership after May 22 sale

Net buy/sell direction Net sell of 16,411 shares Transaction summary across reported Form 4

Key Terms

restricted stock units, sell to cover, tax withholding obligations, open-market sale, +1 more

5 terms

restricted stock units financial

"vesting and settlement of restricted stock units. The initial grant of such restricted"

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 and does not"

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.

tax withholding obligations financial

"shares sold by Mr. Reeves to cover tax withholding obligations in connection with the vesting"

open-market sale financial

"transaction_action": "open-market sale","

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

ten percent owner financial

""is_ten_percent_owner": 1,"

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 09:30 PM

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^*

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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		S⁽¹⁾		7,713	D	$1.216	5,501,066	D
Common Stock	05/22/2026		S⁽¹⁾		8,698	D	$1.146	5,492,368	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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 initial grant of such restricted stock units was previously reported in Table I. 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.

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-Fact	05/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Fold Holdings (FLD) report for its CEO?

Fold Holdings CEO Reeves William Brian Poppic reported two sales totaling 16,411 common shares. The transactions occurred in late May 2026 and were linked to equity compensation vesting, rather than discretionary trading activity in the open market.

Why did the Fold Holdings (FLD) CEO sell common stock in this Form 4?

The CEO’s sales were executed to cover tax withholding obligations from vesting restricted stock units. A footnote explains the company requires a "sell to cover" transaction, so the sales are administrative tax events rather than elective share disposals by the executive.

How many Fold Holdings (FLD) shares did the CEO sell and at what prices?

Reeves William Brian Poppic sold 7,713 Fold Holdings common shares at $1.216 per share and 8,698 shares at $1.146 per share. Together, these mandated tax-related transactions totaled 16,411 shares sold in the open market.

How many Fold Holdings (FLD) shares does the CEO hold after these transactions?

After the May 21 sale, the CEO held 5,501,066 common shares directly, and after the May 22 sale he held 5,492,368 shares. These figures show he retains a substantial ownership stake following the tax-related sell-to-cover transactions.

Do the reported Fold Holdings (FLD) insider sales signal a change in sentiment?

The filing characterizes the CEO’s sales as mandated by Fold Holdings’ tax-withholding policy. Because the shares were sold to cover taxes on vesting restricted stock units, the transactions are administrative and do not necessarily reflect a change in his outlook on the company.