Fold Holdings (FLD) CEO sells shares for taxes, converts RSUs

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported a mix of stock sales and RSU conversions. He sold 5,496 shares of common stock at $1.423 per share in an open-market transaction to cover tax withholding triggered by RSU vesting, under a mandatory “sell to cover” arrangement, not a discretionary trade. On the same date, restricted stock units converting one-for-one into common stock delivered 1,074 and 11,548 shares at $0.00, increasing his directly held common stock to 4,717,025 shares, alongside 103,935 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)
02/27/2026

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	02/27/2026		M		1,074	A	(1)	4,710,973	D
Common Stock	02/27/2026		M		11,548	A	(1)	4,722,521	D
Common Stock	03/02/2026		S(2)		5,496	D	$1.423	4,717,025	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)	02/27/2026		M			1,074	(5)	(5)	Common Stock	1,074	(4)	7,523	D
Restricted Stock Units	(3)	02/27/2026		M			11,548	(6)	(6)	Common Stock	11,548	(4)	103,935	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. Reeves 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. Reeves.

3. Not applicable.

4. 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).

5. 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").

6. 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.

Remarks:

Exhibit 24 - Power of Attorney (incorporated by reference to Exhibti 24 to the Reporting Person's Form 4 filed on February 20, 2026).

	/s/ Audrey Bartosh, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Fold Holdings CEO William Brian Poppic Reeves reported both stock sales and RSU conversions. He sold 5,496 common shares and received additional common stock from restricted stock units that vested and converted on a one-for-one basis into common shares.

Why did the Fold Holdings (FLD) CEO sell 5,496 shares of common stock?

The 5,496-share sale was made solely to cover tax withholding obligations from restricted stock unit vesting. The transaction followed the company’s mandatory “sell to cover” policy and, according to the disclosure, did not represent a discretionary sale decision by the CEO.

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

After the reported transactions, the CEO directly holds 4,717,025 shares of Fold Holdings common stock. He also holds 103,935 restricted stock units, which are scheduled to vest in monthly installments subject to continued service and previously satisfied liquidity conditions.

What happened to the restricted stock units in the Fold Holdings (FLD) Form 4?

Restricted stock units converted into common stock on a one-for-one basis, delivering 1,074 and 11,548 shares at an exercise price of $0.00. These RSUs stem from awards adjusted in a prior business combination and continue to vest over a multi-year schedule.

How were the Fold Holdings (FLD) CEO’s RSUs affected by the business combination?

Existing Legacy Fold RSU awards were automatically converted into Fold Holdings restricted stock units under a merger agreement. The number of RSUs was determined by an exchange ratio described in a registration statement, with vesting tied to service and a liquidity condition satisfied at the merger closing.