Fold Holdings (FLD) CFO settles RSUs, sells 1,180 shares to cover taxes
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Financial Officer Repass Wolfe exercised and settled 4,195 restricted stock units into an equal number of shares of common stock on July 31, 2026. On August 3, 2026 he sold 1,180 common shares at $0.47 per share to cover tax withholding obligations under a mandated "sell to cover" arrangement, which footnotes state was not a discretionary transaction. The RSU awards were originally converted in connection with the July 24, 2024 business combination under the "Merger Agreement" with Legacy Fold.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
9 txns
Insider
Repass Wolfe
Role
Chief Financial Officer
Sold
1,180 shs ($554.60)
Approx. gross sale proceeds
$554.60
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F2 | 740 | $0.47 | $347.80 |
| Sale | Common Stock F2 | 5 | $0.47 | $2.35 |
| Sale | Common Stock F2 | 435 | $0.47 | $204.45 |
| Exercise | Restricted Stock Units F3, F5, F4 | 2,638 | -- | -- |
| Exercise | Restricted Stock Units F3, F5, F6 | 17 | -- | -- |
| Exercise | Restricted Stock Units F3, F5, F7 | 1,540 | -- | -- |
| Exercise | Common Stock F1 | 2,638 | -- | -- |
| Exercise | Common Stock F1 | 17 | -- | -- |
| Exercise | Common Stock F1 | 1,540 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 52,571 shares (Direct);
Common Stock — 737,174 shares (Direct)
Footnotes (7)
- 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. Repass 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. Repass.
- F3. Not applicable.
- F4. The restricted stock units vest as to one-fourth of the underlying shares beginning on March 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon the merger described in Footnote 5.
- 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 September 1, 2024 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the Merger.
- F7. The restricted stock units vest as to one-fourth of the underlying shares beginning on June 1, 2025 and thereafter in 48 equal monthly installments, subject to Mr. Repass' 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: 1,180 shares
Sale price: $0.47 per share
First sale lot: 740 shares
+5 more
8 metrics
Shares sold
1,180 shares
Common stock sold on August 3, 2026 to cover tax withholding
Sale price
$0.47 per share
Price for common stock sales on August 3, 2026
First sale lot
740 shares
Portion of common stock sold on August 3, 2026
Second sale lot
5 shares
Portion of common stock sold on August 3, 2026
Third sale lot
435 shares
Portion of common stock sold on August 3, 2026
RSUs converted (largest tranche)
2,638 units
Restricted stock units converting into common stock on July 31, 2026
Additional RSUs converted
1,540 units
Restricted stock units converting into common stock on July 31, 2026
Total RSUs converted
4,195 units
Sum of RSUs converting into common stock on July 31, 2026
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
"subject to ... a liquidity event vesting condition. The liquidity event vesting condition was satisfied"
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Fold Holdings (FLD) report for CFO Repass Wolfe?
Fold Holdings reported that CFO Repass Wolfe exercised 4,195 RSUs into common stock and sold 1,180 shares of common stock. The sale occurred on August 3, 2026 and the RSU settlement on July 31, 2026, according to the Form 4 disclosure.
What RSU activity did Fold Holdings (FLD) disclose for its CFO?
Fold Holdings disclosed that Repass Wolfe had 4,195 restricted stock units convert into an equal number of common shares on July 31, 2026. The RSUs include tranches of 2,638, 17, and 1,540 units, each subject to service-based vesting and liquidity event conditions.
How are the Fold Holdings (FLD) CFO’s RSUs linked to the company’s merger?
Footnotes state the CFO’s RSUs represent securities received in the Issuer’s business combination under the "Merger Agreement" dated July 24, 2024. Each Legacy Fold RSU automatically converted into RSUs for Fold Holdings common stock based on the exchange ratio in the Form S-4.
What are the vesting conditions for the Fold Holdings (FLD) CFO’s RSUs?
The CFO’s RSUs vest as to one-fourth of underlying shares on specified start dates, then in 48 equal monthly installments. Vesting requires continued service and a liquidity event vesting condition, which the footnotes state was satisfied or deemed met upon completion of the merger.