Tax-driven share sale by Fold (FLD) CFO after RSU vesting
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings Chief Financial Officer Wolfe Repass reported routine equity compensation activity and a small tax-related share sale. On April 1, 2026, restricted stock units converted into 4,194 shares of common stock on a one-for-one basis at $0.00 per share. On April 2, 2026, he sold 1,326 shares of common stock at $1.222 per share to cover tax withholding obligations from the RSU vesting under a mandatory “sell to cover” election, described as a non-discretionary transaction. Following these events, he directly holds 245,641 shares of Fold Holdings common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,326 shares ($1,620)
Net Sell
7 txns
Insider
Repass Wolfe
Role
Chief Financial Officer
Sold
1,326 shs ($2K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,326 | $1.222 | $2K |
| Exercise | Restricted Stock Units | 2,638 | $0.00 | -- |
| Exercise | Restricted Stock Units | 17 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,539 | $0.00 | -- |
| Exercise | Common Stock | 2,638 | $0.00 | -- |
| Exercise | Common Stock | 17 | $0.00 | -- |
| Exercise | Common Stock | 1,539 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 245,641 shares (Direct);
Restricted Stock Units — 29,027 shares (Direct)
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. 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. Not applicable. 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 5. 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). The restricted stock units vest as to one-fourth of the underlying shares beginning on September 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 deemed met upon the Merger. The restricted stock units vest as to one-fourth of the underlying shares beginning on June 1, 2025 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.
Key Figures
Shares sold: 1,326 shares
Sale price: $1.222 per share
RSUs converted: 4,194 shares
+2 more
5 metrics
Shares sold
1,326 shares
Open-market sale on April 2, 2026
Sale price
$1.222 per share
Tax-related sale to cover withholding
RSUs converted
4,194 shares
RSUs converting 1:1 into common stock on April 1, 2026
Post-transaction holdings
245,641 shares
Common stock held directly after transactions
Net buy/sell shares
1,326 shares net sold
Net share change across reported buy/sell activity
Key Terms
Restricted stock units, sell to cover, liquidity event vesting condition, business combination, +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. Repass' continued service through the applicable vesting date and a liquidity event vesting condition."
business combination financial
"Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger"
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.
FAQ
What insider transactions did Fold Holdings (FLD) CFO Wolfe Repass report?
Fold Holdings CFO Wolfe Repass reported RSU conversions into common stock and a small share sale. RSUs converted into 4,194 common shares on April 1, 2026, followed by a 1,326-share sale on April 2, 2026 to satisfy tax withholding obligations.
What restricted stock unit activity did Fold Holdings (FLD) disclose for its CFO?
The filing shows several restricted stock unit conversions into common stock on April 1, 2026. In total, 4,194 RSUs converted into an equal number of common shares at a $0.00 conversion price, consistent with a one-for-one RSU-to-share settlement structure.
How are Fold Holdings (FLD) CFO’s RSUs structured and vested?
Footnotes explain RSUs convert one-for-one into common stock and vest over time. Different grants vest one-fourth of underlying shares on specified start dates, then in 48 equal monthly installments, contingent on continued service and a liquidity event condition satisfied by a completed merger.