Fold Holdings (FLD) CEO settles RSUs and tax-withheld stock

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported equity compensation activity on February 18, 2026. He exercised restricted stock units that convert into common stock on a one-for-one basis, acquiring multiple blocks of common shares at a stated price of $0.00 per share through derivative conversions.

In connection with these settlements, several blocks of common shares at $1.47 per share were withheld to cover tax liabilities upon vesting and settlement of the restricted stock units, rather than sold in the open market. After these transactions, he directly holds about 4.7 million shares of common stock, along with additional restricted stock units that continue to vest over time.

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

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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 AZ 85016

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/18/2026		M		42,985	A	(1)	4,697,652	D
Common Stock	02/18/2026		M		438,834	A	(1)	5,136,486	D
Common Stock	02/18/2026		J(2)		17,990	D	$1.47	5,118,496	D
Common Stock	02/18/2026		J(2)		183,653	D	$1.47	4,934,843	D
Common Stock	02/18/2026		J(3)		36,619	D	$1.47	4,898,224	D
Common Stock	02/18/2026		J(3)		188,325	D	$1.47	4,709,899	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	(4)	02/18/2026		M			42,985	(6)	(6)	Common Stock	42,985	(5)	8,597	D
Restricted Stock Units	(4)	02/18/2026		M			438,834	(7)	(7)	Common Stock	438,834	(5)	115,483	D

Explanation of Responses:

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

2. Shares withheld to satisfy tax liability upon settlement of RSUs on February 18, 2026.

3. Represents shares withheld to satisfy tax liability upon vesting and settlement of restricted stock unit grants previously reported as Common Stock in Table I.

4. Not applicable.

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 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"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.

7. 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Audrey Bartosh, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Fold Holdings (FLD) report for its CEO?

Fold Holdings (FLD) reported that CEO William Brian Poppic Reeves exercised restricted stock units into common stock and had shares withheld for taxes on February 18, 2026. These entries reflect equity compensation settlement activity, not open-market buying or selling.

How many Fold Holdings (FLD) shares does the CEO own after this Form 4?

After these transactions, the CEO directly holds 4,709,899 shares of Fold Holdings common stock. This figure reflects RSU conversions into stock and tax-related share withholdings recorded on February 18, 2026 in the Form 4 filing.

Were the Fold Holdings (FLD) CEO transactions open-market buys or sells?

The Form 4 shows no open-market buys or sells. The CEO’s transactions include RSU exercises converting into common stock at $0.00 and separate entries where shares at $1.47 were withheld to satisfy tax obligations tied to those equity awards.

What do the restricted stock units mean for Fold Holdings (FLD) CEO compensation?

The restricted stock units represent stock-based compensation that vests over time. They convert into Fold Holdings common shares on a one-for-one basis, aligning the CEO’s incentives with shareholders as units vest and settle, subject to continued service and prior liquidity event conditions.

Why were some Fold Holdings (FLD) shares withheld in the CEO Form 4?

Footnotes state that certain common shares were withheld to satisfy tax liability upon vesting and settlement of RSU grants. These withheld shares are a tax-settlement mechanism under the company’s equity plan, not discretionary sales into the market by the CEO.

How do the merger-related terms affect the Fold Holdings (FLD) CEO RSUs?

Footnotes explain that pre-merger Legacy Fold RSUs were converted into Fold Holdings RSUs under an exchange ratio. Vesting was also subject to a liquidity event condition, deemed met upon the business combination completed on February 14, 2025.