Fold CEO sells shares to cover RSU taxes
Fold Holdings, Inc. Chief Executive Officer Reeves William Brian Poppic reported routine equity compensation activity and related tax sales.
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Executive Officer Reeves William Brian Poppic reported routine equity compensation activity and related tax sales. On June 1, 2026, he exercised restricted stock units that converted one-for-one into 12,623 shares of common stock, increasing his direct holdings.
On June 2, 2026, he sold a total of 5,639 common shares in open-market transactions at $0.905 per share to cover tax withholding obligations tied to this vesting, under a mandated “sell to cover” arrangement described by the company. Following these transactions, he directly holds about 5,473,177 common shares, indicating the sales represent a small portion of his overall stake.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
6 txns
Insider
Reeves William Brian Poppic
Role
Chief Executive Officer
Sold
5,639 shs ($5K)
Approx. gross sale proceeds
$5K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 5,158 | $0.905 | $5K |
| Sale | Common Stock | 481 | $0.905 | $435.31 |
| Exercise | Restricted Stock Units | 1,075 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 11,548 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,075 | $0.00 | $0.00 |
| Exercise | Common Stock | 11,548 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 73,589 contracts (Direct);
Common Stock — 5,473,177 shares (Direct)
Footnotes (6)
- 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. 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.
- F3. Not applicable.
- F4. 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").
- 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 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.
Key Figures
Shares sold for taxes: 5,639 shares
Sale price per share: $0.905/share
RSU shares exercised: 12,623 shares
+4 more
7 metrics
Shares sold for taxes
5,639 shares
Open-market sales on June 2, 2026 at $0.905
Sale price per share
$0.905/share
Common stock sales on June 2, 2026
RSU shares exercised
12,623 shares
Common stock from RSU conversion on June 1, 2026
Conversion price
$0.00/share
RSUs converting into common stock one-for-one
Shares held after transactions
5,473,177 shares
CEO direct common stock holdings following reported trades
Remaining RSUs position sample
69,290 RSUs
Total RSUs reported following one RSU transaction line
Additional RSUs remaining
4,299 RSUs
Total RSUs reported following another RSU transaction line
Key Terms
Restricted stock units, sell to cover, liquidity event vesting condition, Agreement and Plan of Merger, +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. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition."
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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Fold Holdings (FLD) report for CEO Reeves on this Form 4?
Fold Holdings reported that CEO Reeves William Brian Poppic exercised restricted stock units into 12,623 common shares and sold 5,639 of those shares in open-market transactions at $0.905 per share, primarily to satisfy tax withholding obligations linked to RSU vesting.
What happened to the CEO’s restricted stock units at Fold Holdings (FLD)?
Restricted stock units converted one-for-one into common stock, with 11,548 and 1,075 RSUs exercised into equal numbers of Fold Holdings shares at a $0.00 conversion price. These RSUs vest in installments over time, subject to continued service and liquidity event vesting conditions already satisfied.
How do the RSU vesting conditions at Fold Holdings (FLD) work for the CEO’s awards?
The restricted stock units vest as to one-fourth of underlying shares on initial dates in 2023, then in 48 equal monthly installments. Vesting requires Mr. Reeves’ continued service and a liquidity event condition, which the filing says was satisfied upon the company’s merger completed on February 14, 2025.
AI-generated analysis. How Rhea-AI works. Not financial advice.
