Fold Holdings CEO converts 12.6K RSUs, sells 5.8K
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Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. (FLD) reports that Chief Executive Officer and ten percent owner William Brian Reeves converted a total of 12,624 restricted stock units into common stock on September 1, 2026, then on September 2, 2026 sold 5,781 common shares at $0.457 per share to cover tax withholding obligations under a mandated "sell to cover" arrangement, which the company states was not a discretionary transaction by Mr. Reeves. No Rule 10b5-1 trading plan is reported.
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
5,781 shs ($3K)
Approx. gross sale proceeds
$3K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F2 | 5,288 | $0.457 | $2K |
| Sale | Common Stock F2 | 493 | $0.457 | $225.30 |
| Exercise | Restricted Stock Units F3, F5, F4 | 1,075 | -- | -- |
| Exercise | Restricted Stock Units F3, F5, F6 | 11,549 | -- | -- |
| Exercise | Common Stock F1 | 1,075 | -- | -- |
| Exercise | Common Stock F1 | 11,549 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 35,720 contracts (Direct);
Common Stock — 5,438,928 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 to cover taxes: 5,781 shares
Sale price per share: $0.457 per share
First sale block: 5,288 shares
+5 more
8 metrics
Shares sold to cover taxes
5,781 shares
Common stock sold on September 2, 2026 to satisfy tax withholding obligations
Sale price per share
$0.457 per share
Price for the 5,781 common shares sold on September 2, 2026
First sale block
5,288 shares
Common stock sold on September 2, 2026 as part of tax-withholding sale
Second sale block
493 shares
Additional common stock sold on September 2, 2026 as part of tax-withholding sale
RSUs converted (smaller grant)
1,075 units
Restricted stock units converted into common stock on September 1, 2026
RSUs converted (larger grant)
11,549 units
Restricted stock units converted into common stock on September 1, 2026
Total RSUs converted
12,624 units
Sum of RSUs exercised on September 1, 2026
Net shares sold
5,781 shares
Net sell direction across reported buy/sell transactions
Key Terms
restricted stock units, sell to cover, liquidity event vesting condition, business combination, +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 Mr. Reeves' continued service and a liquidity event vesting condition"
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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did FLD’s CEO report on this Form 4?
The CEO reported converting 12,624 restricted stock units into common stock on September 1, 2026 and selling 5,781 common shares on September 2, 2026 at $0.457 per share to satisfy tax withholding obligations.
How many FLD restricted stock units did the CEO convert?
On September 1, 2026, the CEO converted 12,624 restricted stock units into an equal number of Fold Holdings common shares, reflecting two RSU awards of 1,075 and 11,549 units, each converting on a one-for-one basis into common stock.
Is the FLD CEO’s transaction under a Rule 10b5-1 trading plan?
No. The Form 4 indicates no Rule 10b5-1 trading plan for these transactions. Instead, the company explains the sale was required under its tax withholding "sell to cover" election tied to RSU vesting and settlement.
How were the FLD CEO’s RSUs originally issued?
Fold Holdings states the RSUs were received in the issuer’s business combination under an Agreement and Plan of Merger, converting outstanding Legacy Fold RSU awards into restricted stock units for Fold Holdings common stock based on an exchange ratio described in its Form S-4.
AI-generated analysis. How Rhea-AI works. Not financial advice.
