Fold Holdings (FLD) CEO sells shares in mandated tax sell-to-cover

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Executive Officer Reeves William Brian Poppic reported selling a total of 20,362 shares of common stock in two open-market transactions. He sold 9,681 shares on May 18 at $1.24 per share and 10,681 shares on May 19 at $1.217 per share.

According to the footnote, these sales were mandated "sell to cover" transactions to fund tax withholding obligations from the vesting of previously granted restricted stock units, and were not discretionary trades. After these sales, he directly holds 5,508,779 shares of Fold Holdings common stock.

Insights

CEO’s reported sales are issuer-mandated tax sell-to-cover, not discretionary selling.

The Form 4 shows Fold Holdings CEO Reeves William Brian Poppic executed two open-market sales totaling 20,362 common shares around $1.22–$1.24 per share. The filing’s footnote explains these were tied to the vesting of restricted stock units.

The issuer required a "sell to cover" transaction so taxes could be paid from share sales, rather than out-of-pocket cash. This type of transaction is mechanistic and generally carries weaker signaling value than a voluntary sale.

Following the sales, the CEO still directly owns 5,508,779 shares, indicating the disposals represent a small portion of his stake. Subsequent company filings may provide additional context on future RSU vesting and related tax-driven transactions.

Insider Trade Summary

Net Seller: 20,362 shares ($25,003)

Net Sell 2 txns

Insider Reeves William Brian Poppic

Role Chief Executive Officer

Sold 20,362 shs ($25K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,681	$1.217	$13K
Sale	Common Stock	9,681	$1.24	$12K

Holdings After Transaction: Common Stock — 5,508,779 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold on May 18: 9,681 shares Shares sold on May 19: 10,681 shares Total shares sold: 20,362 shares +3 more

6 metrics

Shares sold on May 18 9,681 shares Open-market sale at $1.2400 per share

Shares sold on May 19 10,681 shares Open-market sale at $1.2170 per share

Total shares sold 20,362 shares Two tax-related sell-to-cover transactions

Holding after May 19 sale 5,508,779 shares Common stock directly owned by CEO after transactions

Sale price May 18 $1.2400 per share Common stock open-market sale

Sale price May 19 $1.2170 per share Common stock open-market sale

Key Terms

restricted stock units, tax withholding obligations, sell to cover, open-market sale

4 terms

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units."

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.

tax withholding obligations financial

"shares sold by Mr. Reeves to cover tax withholding obligations in connection"

sell to cover financial

"funded by a "sell to cover" transaction and does not represent"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

05/20/2026 - 09:30 PM

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
Estimated average burden
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^*

Reeves William Brian Poppic

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2026		S⁽¹⁾		9,681	D	$1.24	5,519,460	D
Common Stock	05/19/2026		S⁽¹⁾		10,681	D	$1.217	5,508,779	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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 initial grant of such restricted stock units was previously reported in Table I. 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.

Remarks:

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

	/s/ Audrey Bartosh, Attorney-in-Fact	05/20/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Fold Holdings reported that CEO Reeves William Brian Poppic sold a total of 20,362 common shares in two open-market transactions at prices around $1.22–$1.24 per share. These sales were linked to equity compensation vesting.

Why did the FLD CEO sell Fold Holdings shares in this Form 4?

The CEO’s share sales were to cover tax withholding obligations from the vesting of restricted stock units. The issuer required a “sell to cover” transaction, so the sales were mechanistic rather than discretionary investment decisions by the CEO.

How many Fold Holdings (FLD) shares did the CEO sell and at what prices?

He sold 9,681 shares on May 18 at $1.24 per share and 10,681 shares on May 19 at $1.217 per share, totaling 20,362 shares. Both transactions involved Fold Holdings common stock in open-market sales.

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

After completing the tax-related “sell to cover” transactions, the CEO directly owns 5,508,779 shares of Fold Holdings common stock. This indicates the reported sales represent only a small fraction of his overall ownership position in the company.

Are the FLD CEO’s reported stock sales considered discretionary trades?

The filing’s footnote states the sales do not represent discretionary transactions by the CEO. They were mandated by the company’s election to satisfy tax withholding obligations through a “sell to cover” mechanism tied to restricted stock unit vesting.