Tax-driven share sale by Fold Holdings (FLD) COO after RSU vesting

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Operating Officer Matt McManus reported an open-market sale of 9,924 shares of common stock at $1.504 per share. According to the filing, these shares were sold solely to cover tax withholding obligations tied to the vesting and settlement of restricted stock units, under the company’s required “sell to cover” policy, so the trade was not a discretionary decision by McManus. After this transaction, he directly holds 384,988 shares of Fold Holdings common stock.

Insider Trade Summary

Net Seller: 9,924 shares ($14,926)

Net Sell 1 txn

Insider McManus Matt

Role Chief Operating Officer

Sold 9,924 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Common Stock	9,924	$1.504	$15K

Holdings After Transaction: Common Stock — 384,988 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 9,924 shares Sale price: $1.504 per share Shares held after transaction: 384,988 shares +1 more

4 metrics

Shares sold 9,924 shares Open-market sale on 2026-04-22 to cover tax withholding

Sale price $1.504 per share Price for the 9,924 Fold Holdings common shares sold

Shares held after transaction 384,988 shares Direct ownership by COO Matt McManus following the sale

Transaction type Open-market sale to cover taxes Mandated “sell to cover” for RSU tax withholding

Key Terms

restricted stock units, tax withholding obligations, sell to cover, open-market sale

4 terms

restricted stock units financial

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

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. McManus to cover tax withholding obligations in connection"

sell to cover financial

"funded by a "sell to cover" transaction and does not represent"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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^*

McManus Matt

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

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	04/22/2026		S(1)		9,924	D	$1.504	384,988	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. McManus 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. McManus.

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. McManus on April 14 2026).

	/s/ Audrey Bartosh, Attorney-in-Fact	04/23/2026
	** 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)

FAQ

What did Fold Holdings (FLD) COO Matt McManus report in this Form 4?

Matt McManus reported selling 9,924 Fold Holdings common shares at $1.504 each. The sale covers tax withholding tied to restricted stock unit vesting and was executed under a mandatory “sell to cover” policy, not as a discretionary trade.

Why did the Fold Holdings (FLD) COO sell 9,924 shares?

The 9,924 shares were sold to satisfy tax withholding obligations from vesting restricted stock units. The company required a “sell to cover” transaction, meaning shares were automatically sold to fund taxes rather than reflecting a voluntary market-timing decision.

At what price were the Fold Holdings (FLD) shares sold by the COO?

The shares were sold at $1.504 per Fold Holdings common share. This price applies to the 9,924 shares disposed of in the transaction, which the filing describes as an open-market sale used specifically to fund tax withholding obligations on RSU vesting.

How many Fold Holdings (FLD) shares does the COO hold after the sale?

After the sale, Matt McManus directly holds 384,988 Fold Holdings common shares. This post-transaction balance, disclosed in the Form 4, shows his remaining equity position following the tax-related “sell to cover” disposition of 9,924 shares.

Was the Fold Holdings (FLD) COO’s sale a discretionary trade?

No. The Form 4 footnote states the sale was mandated by Fold Holdings’ election to meet tax withholding obligations through a “sell to cover” transaction. It emphasizes the sale does not represent a discretionary trading decision by Matt McManus.