Fold CFO exercises RSUs, small sell-to-cover trade
Fold Holdings, Inc. Chief Financial Officer Repass Wolfe reported routine equity compensation activity involving restricted stock units and related share sales.
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Financial Officer Repass Wolfe reported routine equity compensation activity involving restricted stock units and related share sales. On July 1, 2026, he exercised restricted stock units that converted into 4,196 shares of Common Stock at a conversion price of $0.00 per share, reflecting RSUs’ one-for-one conversion into common stock.
On July 2, 2026, he executed open-market sales totaling 1,131 shares of Common Stock at $0.492 per share. Footnotes explain these sales were a mandatory “sell to cover” transaction to satisfy tax withholding obligations tied to the RSU vesting, and were not discretionary trades by Mr. Wolfe.
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
1,131 shs ($556.45)
Approx. gross sale proceeds
$556.45
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 415 | $0.492 | $204.18 |
| Sale | Common Stock | 4 | $0.492 | $1.97 |
| Sale | Common Stock | 712 | $0.492 | $350.30 |
| Exercise | Restricted Stock Units | 2,639 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 17 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 1,540 | $0.00 | $0.00 |
| Exercise | Common Stock | 2,639 | $0.00 | $0.00 |
| Exercise | Common Stock | 17 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,540 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 56,766 contracts (Direct);
Common Stock — 734,159 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: 1,131 shares
Sale price: $0.492 per share
Shares from RSU exercises: 4,196 shares
+3 more
6 metrics
Shares sold
1,131 shares
Common Stock sold on July 2, 2026
Sale price
$0.492 per share
Open-market sales to cover tax withholding
Shares from RSU exercises
4,196 shares
Common Stock received from RSU conversion on July 1, 2026
Net share change from trades
-1,131 shares
Net buy/sell shares reported in transaction summary
Derivative transactions count
3 transactions
Restricted stock unit exercises reported
RSU conversion ratio
1:1
Restricted stock units convert into common stock one-for-one
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. Repass' continued service through the applicable vesting date and a liquidity event vesting condition."
business combination financial
"Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger"
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 did Fold Holdings (FLD) CFO report in this Form 4 filing?
Fold Holdings CFO Repass Wolfe reported RSU exercises and small share sales. He converted 4,196 restricted stock units into common shares and sold 1,131 shares to cover taxes tied to the vesting of those RSUs.
Were the Fold Holdings (FLD) CFO’s stock sales discretionary trades?
No, the filing states the sales were not discretionary. The issuer required a “sell to cover” transaction so shares were automatically sold to satisfy tax withholding obligations arising from restricted stock unit vesting and settlement, rather than voluntary market timing by the CFO.
What equity compensation did the Fold Holdings (FLD) CFO receive?
The CFO exercised restricted stock units that convert into common stock on a one-for-one basis, receiving 4,196 common shares. These RSUs vest over time in installments, subject to continued service and a liquidity event vesting condition that was satisfied upon the company’s merger.
How do restricted stock units work for Fold Holdings (FLD) executives?
Restricted stock units for Fold executives convert into common stock on a one-for-one basis when they vest. Vesting typically occurs in installments over several years, conditioned on continued service and a liquidity event vesting condition that was met upon the company’s merger transaction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
