Fold Holdings CEO sells shares to cover RSU taxes

Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported two open-market sales of Common Stock that together totaled 18,062 shares.

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported two open-market sales of Common Stock that together totaled 18,062 shares. The sales occurred on May 26 and May 27 at prices of $1.064 and $0.985 per share.

According to the footnote, these sales were made solely to cover tax withholding obligations arising from the vesting and settlement of previously granted restricted stock units, under a mandatory "sell to cover" arrangement elected by the company. Following these transactions, Reeves directly holds 5,474,306 shares of Fold Holdings Common Stock.

Insider Trade Summary

Net Seller: 18,062 shares

Net Sell 2 txns

Insider Reeves William Brian Poppic

Role Chief Executive Officer

Sold 18,062 shs ($19K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,841	$0.985	$9K
Sale	Common Stock	9,221	$1.064	$10K

Holdings After Transaction: Common Stock — 5,474,306 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Total shares sold: 18,062 shares May 26 sale price: $1.064 per share May 27 sale price: $0.985 per share +2 more

5 metrics

Total shares sold 18,062 shares Open-market sales on May 26 and May 27

May 26 sale price $1.064 per share 9,221 Common Stock shares sold

May 27 sale price $0.985 per share 8,841 Common Stock shares sold

Shares after May 26 transaction 5,483,147 shares Direct holdings following May 26 sale

Shares after May 27 transaction 5,474,306 shares Direct holdings following May 27 sale

Key Terms

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

4 terms

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.

sell to cover financial

"funded by a "sell to cover" transaction and does not represent"

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"

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.

FAQ

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

What insider transactions did Fold Holdings (FLD) report in this Form 4?

Fold Holdings reported that CEO and 10% owner William Brian Poppic Reeves sold a total of 18,062 Common Stock shares in two open-market transactions to satisfy tax withholding obligations tied to restricted stock unit vesting.

At what prices did the Fold Holdings (FLD) CEO sell shares?

William Brian Poppic Reeves sold 9,221 shares of Fold Holdings Common Stock at $1.064 per share on May 26 and 8,841 shares at $0.985 per share on May 27 to fund tax withholding obligations.

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

After the reported transactions, CEO William Brian Poppic Reeves directly holds 5,474,306 shares of Fold Holdings Common Stock, according to the Form 4, reflecting his remaining ownership stake following the tax-related sales.

Why did the Fold Holdings (FLD) CEO sell shares in this Form 4 filing?

The footnote explains the CEO’s sales were made solely to cover tax withholding obligations from the vesting and settlement of restricted stock units, under a company-mandated “sell to cover” arrangement, and were not discretionary trades by Mr. Reeves.

Were the Fold Holdings (FLD) insider sales part of a discretionary trading decision?

No. The Form 4 footnote states the issuer required a “sell to cover” transaction to satisfy tax withholding obligations on restricted stock unit vesting, so the sales did not represent a discretionary trading decision by CEO William Brian Poppic Reeves.

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

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Accepted by SEC EDGAR 05/28/2026 - 09:30 PM Learn about SEC filing dates

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)
05/26/2026

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	05/26/2026		S(1)		9,221	D	$1.064	5,483,147	D
Common Stock	05/27/2026		S(1)		8,841	D	$0.985	5,474,306	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. 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	05/28/2026
	** 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)