Fold Holdings (NASDAQ: FLD) CFO logs RSU conversion and tax-driven share sales

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported multiple equity transactions. On February 25, 2026, he acquired 30,785 restricted stock units that converted into the same number of common shares on a one-for-one basis, increasing his direct holdings.

On February 24 and 25, 2026, he sold a total of 19,041 common shares in open-market transactions at prices of $1.47 and $1.517 per share. According to the footnotes, these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations tied to RSU vesting and settlement, rather than discretionary sales.

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^*

Repass Wolfe

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		S(1)		13,796	D	$1.47	185,081	D
Common Stock	02/25/2026		S(1)		5,245	D	$1.517	179,836	D
Common Stock	02/25/2026		M		30,785	A	(2)	210,621	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)	02/25/2026		M			30,785	(5)	(5)	Common Stock	30,785	(4)	95,874	D

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. 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.

2. Restricted stock units convert into common stock on a one-for-one basis.

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 March 1, 2024 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 satisfied upon the merger described in Footnote 4. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 25, 2026.

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	02/26/2026
	** 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 FLD CFO Wolfe Repass report on this Form 4?

Fold Holdings CFO Wolfe Repass reported both share acquisitions and sales. He exercised restricted stock units into 30,785 common shares and sold 19,041 common shares in open-market transactions tied to tax withholding obligations from RSU vesting.

Were Wolfe Repass’s FLD share sales discretionary or for tax withholding?

The reported FLD share sales were for tax withholding, not discretionary. Footnotes state the company required a “sell to cover” transaction to satisfy tax obligations triggered by RSU vesting and settlement for Mr. Repass.

How many Fold Holdings shares did the FLD CFO sell and at what prices?

Wolfe Repass sold a total of 19,041 Fold Holdings common shares. The transactions occurred at prices of $1.47 and $1.517 per share in open-market or private sale transactions, according to the Form 4 disclosure.

What RSU activity did FLD disclose for CFO Wolfe Repass?

Fold Holdings disclosed that Wolfe Repass acquired 30,785 restricted stock units, which convert into common stock on a one-for-one basis. The vesting and settlement on February 25, 2026, triggered related tax withholding sales under a mandated “sell to cover” arrangement.

How do Wolfe Repass’s RSUs convert into FLD common stock?

The Form 4 states that Wolfe Repass’s restricted stock units convert into Fold Holdings common stock on a one-for-one basis. When vested and settled, each RSU delivers one share, which can then be subject to tax withholding via mandated share sales.

What vesting conditions applied to Wolfe Repass’s FLD restricted stock units?

The restricted stock units vest over time, with one-fourth vesting beginning March 1, 2024 and the remainder in 48 equal monthly installments. Vesting also required a liquidity event condition, satisfied upon the merger described in the referenced merger agreement.