Fold Holdings CFO sells shares to cover taxes

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.

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.

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 contracts (Direct); Common Stock — 737,174 shares (Direct)

Footnotes (7)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. 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.
3. F3. Not applicable.
4. 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.
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).
6. 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.
7. 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.

FAQ

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

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.

How many Fold Holdings (FLD) shares did the CFO sell and at what price?

Repass Wolfe sold 1,180 common shares of Fold Holdings at $0.47 per share. The Form 4 notes these shares were sold on August 3, 2026, and the transaction is coded as an open market or private sale of common stock.

Why did the Fold Holdings (FLD) CFO sell 1,180 shares on August 3, 2026?

The 1,180-share sale was made solely to cover tax withholding obligations tied to RSU vesting and settlement. Footnotes explain the issuer requires taxes to be funded via a mandated "sell to cover" transaction, so this did not represent a discretionary trade by Mr. Wolfe.

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.

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

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Available on EDGAR 08/04/2026 - 09:31 PM Accepted by SEC EDGAR 08/04/2026 - 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
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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^*

Repass Wolfe

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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	07/31/2026		M		2,638	A	(1)	736,797	D
Common Stock	07/31/2026		M		17	A	(1)	736,814	D
Common Stock	07/31/2026		M		1,540	A	(1)	738,354	D
Common Stock	08/03/2026		S(2)		740	D	$0.47	737,614	D
Common Stock	08/03/2026		S(2)		5	D	$0.47	737,609	D
Common Stock	08/03/2026		S(2)		435	D	$0.47	737,174	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
Restricted Stock Units	(3)	07/31/2026		M			2,638	(4)	(4)	Common Stock	2,638	(5)	18,472	D
Restricted Stock Units	(3)	07/31/2026		M			17	(6)	(6)	Common Stock	17	(5)	224	D
Restricted Stock Units	(3)	07/31/2026		M			1,540	(7)	(7)	Common Stock	1,540	(5)	33,875	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. 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.

3. Not applicable.

4. 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.

5. 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).

6. 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.

7. 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.

Remarks:

Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by Mr. Repass on February 20, 2026).

	/s/ Audrey Bartosh, Attorney-in-Fact	08/04/2026
	** 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)