Fold Holdings CEO sells shares for tax cover
Fold Holdings Chief Executive Officer William Brian Poppic Reeves, also a 10% owner, had 12,622 restricted stock units convert one-for-one into common stock on July 31, 2026, from merger-related awards.
Rhea-AI Filing Summary
Fold Holdings Chief Executive Officer William Brian Poppic Reeves, also a 10% owner, had 12,622 restricted stock units convert one-for-one into common stock on July 31, 2026, from merger-related awards. On August 3, 2026, he sold 5,082 common shares at $0.47 in issuer-mandated “sell to cover” transactions to satisfy tax withholding obligations, which the footnotes state were not discretionary. These transactions were reported outside a Rule 10b5-1 trading plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
6 txns
Insider
Reeves William Brian Poppic
Role
Chief Executive Officer
Sold
5,082 shs ($2K)
Approx. gross sale proceeds
$2K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F2 | 4,649 | $0.47 | $2K |
| Sale | Common Stock F2 | 433 | $0.47 | $203.51 |
| Exercise | Restricted Stock Units F3, F5, F4 | 1,074 | -- | -- |
| Exercise | Restricted Stock Units F3, F5, F6 | 11,548 | -- | -- |
| Exercise | Common Stock F1 | 1,074 | -- | -- |
| Exercise | Common Stock F1 | 11,548 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 48,344 contracts (Direct);
Common Stock — 5,488,472 shares (Direct)
Footnotes (6)
- F1. Restricted stock units convert into common stock on a one-for-one basis.
- 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.
- F3. Not applicable.
- 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").
- 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).
- 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.
Key Figures
Shares sold: 5,082 shares
Sale price: $0.4700 per share
RSUs converted: 12,622 units
+2 more
5 metrics
Shares sold
5,082 shares
Common Stock sold on August 3, 2026 to cover tax withholding obligations
Sale price
$0.4700 per share
Price for August 3, 2026 Common Stock sales
RSUs converted
12,622 units
Restricted Stock Units converted into Common Stock on July 31, 2026
First RSU tranche
1,074 units
RSUs tied to awards vesting beginning October 1, 2023
Second RSU tranche
11,548 units
RSUs tied to awards vesting beginning December 1, 2023
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
"and a liquidity event vesting condition. The liquidity event vesting condition was deemed met"
Agreement and Plan of Merger regulatory
"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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider stock transactions did FLD CEO William Brian Poppic Reeves report?
Reeves reported two types of transactions: the conversion of 12,622 restricted stock units into common stock on July 31, 2026, and the sale of 5,082 common shares at $0.47 on August 3, 2026 to cover tax withholding.
Were the FLD CEO’s August 3, 2026 stock sales discretionary?
The sales were not discretionary. A footnote explains they were mandated "sell to cover" transactions required by the issuer to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units.
Did Fold Holdings (FLD) indicate these insider trades were under a Rule 10b5-1 plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as a plan trade, and the footnotes characterize the sales as issuer-mandated tax withholding transactions rather than trades executed under a pre-arranged Rule 10b5-1 trading plan.
What restricted stock unit (RSU) activity did the FLD CEO report?
Reeves reported the conversion of 1,074 RSUs and 11,548 RSUs into common stock on July 31, 2026. Footnotes state these RSUs vest over time and were originally granted in connection with Fold Holdings’ business combination and merger transactions.
How are the FLD CEO’s RSUs structured in relation to the company’s merger?
Footnotes state RSUs were granted under an Agreement and Plan of Merger, converting Legacy Fold awards into Fold Holdings RSUs. They vest in installments starting in late 2023, subject to continued service and a liquidity event vesting condition satisfied by the February 14, 2025 merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
