Fold Holdings (FLD) CFO’s stock sale is mandated tax cover

Rhea-AI Filing Summary

Fold Holdings, Inc. (FLD) reported that Chief Financial Officer Wolfe Repass sold a total of 2,877 shares of Common Stock on August 18, 2026 at $0.451 per share in two transactions. According to the company’s disclosure, these shares were sold to cover tax withholding obligations arising from the vesting and settlement of previously reported restricted stock units, under a mandated “sell to cover” arrangement rather than at Mr. Repass’s discretion.

Insider Trade Summary

Net Seller: 2,877 shares

Net Sell 2 txns

Insider Repass Wolfe

Role Chief Financial Officer

Sold 2,877 shs ($1K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	959	$0.451	$432.51
Sale	Common Stock F1	1,918	$0.451	$865.02

Holdings After Transaction: Common Stock — 734,297 shares (Direct)

Footnotes (1)

1. F1. 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 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. Repass.

Key Figures

Shares sold (first transaction): 959 shares Shares sold (second transaction): 1,918 shares Total shares sold: 2,877 shares +2 more

5 metrics

Shares sold (first transaction) 959 shares Common Stock sold by Wolfe Repass on August 18, 2026

Shares sold (second transaction) 1,918 shares Common Stock sold by Wolfe Repass on August 18, 2026

Total shares sold 2,877 shares Aggregate of two Common Stock sale transactions on August 18, 2026

Sale price per share $0.451 per share Price for both Common Stock sale transactions on August 18, 2026

Number of sale transactions 2 Non-derivative Common Stock sales reported for August 18, 2026

Key Terms

sell to cover, restricted stock units, tax withholding obligations

3 terms

sell to cover financial

"mandated by the Issuer's election to require the satisfaction of 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.

restricted stock units financial

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

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. Repass to cover tax withholding obligations in connection with the vesting"

FAQ

What insider transaction did FLD report for Wolfe Repass on August 18, 2026?

Fold Holdings, Inc. reported that CFO Wolfe Repass sold 2,877 shares of Common Stock on August 18, 2026 at $0.451 per share in two transactions. The sales were made to satisfy tax withholding obligations related to vesting restricted stock units.

How many FLD shares did Wolfe Repass sell in each transaction?

CFO Wolfe Repass sold 959 shares of Fold Holdings, Inc. Common Stock in one transaction and 1,918 shares in a second transaction, both on August 18, 2026, for a total of 2,877 shares sold.

What was the sale price per FLD share in Wolfe Repass’s August 18, 2026 transactions?

Each of Wolfe Repass’s reported sales of Fold Holdings, Inc. Common Stock on August 18, 2026 was executed at a price of $0.451 per share, as disclosed in the Form 4.

Were Wolfe Repass’s FLD stock sales discretionary trades?

No. The company states that the sales represent shares sold to cover tax withholding obligations upon vesting of restricted stock units and were mandated by the issuer’s “sell to cover” election. The disclosure specifies they do not represent discretionary transactions by Wolfe Repass.

Were Wolfe Repass’s FLD sales made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnote attributes the sales to a required “sell to cover” for tax withholding on vested restricted stock units, rather than to a trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/20/2026 - 09:30 PM Accepted by SEC EDGAR 08/20/2026 - 09:30 PM Learn about SEC filing dates

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^*

Repass Wolfe

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2026		S(1)		959	D	$0.451	736,215	D
Common Stock	08/18/2026		S(1)		1,918	D	$0.451	734,297	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

Explanation of Responses:

1. 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 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. Repass.

Remarks:

Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by Mr. Repass on February 20, 2026).

	/s/ Audrey Bartosh, Attorney-in-Fact	08/20/2026
	** 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)