Tax-driven share sale by Fold (FLD) CFO after RSU vesting
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Financial Officer Repass Wolfe reported routine equity compensation activity and a small tax-related sale of common stock. On April 17, 2026, 695 restricted stock units converted into 695 common shares on a one-for-one basis. On April 20, 2026, Wolfe sold 236 common shares at $1.50 per share in a mandated “sell to cover” transaction to satisfy tax withholding obligations tied to this RSU vesting, described as non-discretionary. After these transactions, Wolfe directly held 728,389 common shares. The RSUs vest one-fourth beginning on May 19, 2023 and then in 48 equal monthly installments, with a liquidity event vesting condition satisfied by Fold’s merger completed on February 14, 2025.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
3 txns
Insider
Repass Wolfe
Role
Chief Financial Officer
Sold
236 shs ($354.00)
Approx. gross sale proceeds
$354.00
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 236 | $1.50 | $354.00 |
| Exercise | Restricted Stock Units | 695 | $0.00 | $0.00 |
| Exercise | Common Stock | 695 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 695 shares (Direct);
Common Stock — 728,389 shares (Direct)
Footnotes (5)
- 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 May 19, 2023 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger").
- 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).
Key Figures
Shares sold: 236 shares
Sale price: $1.50 per share
Post-transaction holdings: 728,389 shares
+3 more
6 metrics
Shares sold
236 shares
Open-market sale on April 20, 2026 at $1.50/share
Sale price
$1.50 per share
Tax-related sale of 236 common shares
Post-transaction holdings
728,389 shares
Common stock directly held by CFO after transactions
RSUs converted
695 units
Restricted Stock Units converting 1-for-1 into common stock
Net buy/sell shares
-236 shares
Net effect across reported transactions
Merger completion date
February 14, 2025
Liquidity event vesting condition deemed met
Key Terms
Restricted Stock Units, sell to cover, liquidity event vesting condition, business combination, +2 more
6 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 deemed met"
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.
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.
exchange ratio financial
"based on the exchange ratio described in the Issuer's Registration Statement on Form S-4"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did Fold Holdings (FLD) CFO Repass Wolfe report?
Fold Holdings CFO Repass Wolfe reported RSU vesting and a small related share sale. 695 restricted stock units converted into common stock, and 236 common shares were sold at $1.50 each to cover associated tax withholding obligations.
What are the vesting terms of the Fold Holdings (FLD) restricted stock units?
The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023. The remaining units vest in 48 equal monthly installments, subject to continued service and a liquidity event vesting condition that has already been met.
How did Fold Holdings (FLD) business combination affect the RSU vesting conditions?
The RSUs included a liquidity event vesting condition. That condition was deemed met when Fold Holdings completed its business combination via merger on February 14, 2025, converting Legacy Fold RSU awards into restricted stock units of the current issuer.
How were Legacy Fold RSU awards converted in the Fold Holdings (FLD) merger?
Each outstanding Legacy Fold RSU award was automatically converted into restricted stock units of Fold Holdings common stock. The number of resulting units was determined using an exchange ratio described in the company’s Registration Statement on Form S-4.