Fold Holdings COO McManus sells 2,347 shares

The sale funded tax withholding tied to restricted-stock-unit vesting and was required by Fold Holdings’ election.

Rhea-AI Filing Summary

Fold Holdings, Inc. (FLD) Chief Operating Officer Matt McManus sold 2,347 shares of common stock on October 22, 2026, at $0.51 per share. His reported direct holdings after the sale were 380,532 shares.

The sale covered tax withholding obligations connected to the vesting and settlement of restricted stock units. Fold Holdings required the sell-to-cover transaction, which the footnote says was not discretionary by McManus.

Insider Trade Summary

Net Seller: 2,347 shares

Net Sell 1 txn

Insider McManus Matt

Role Chief Operating Officer

Sold 2,347 shs ($1K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	2,347	$0.51	$1K

Holdings After Transaction: Common Stock — 380,532 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Common shares sold: 2,347 shares Price per share: $0.51 per share Direct holdings after sale: 380,532 shares

3 metrics

Common shares sold 2,347 shares October 22, 2026

Price per share $0.51 per share Sale on October 22, 2026

Direct holdings after sale 380,532 shares Matt McManus's reported direct position following the transaction

Key Terms

restricted stock units, sell to cover, tax withholding obligations

3 terms

restricted stock units financial

"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.

sell to cover financial

"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.

tax withholding obligations financial

"shares sold by Mr. McManus to cover tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many FLD shares did Matt McManus sell, and at what price?

Matt McManus sold 2,347 shares of Fold Holdings common stock on October 22, 2026, at $0.51 per share.

Why did Matt McManus sell FLD shares?

The shares were sold to cover tax withholding obligations connected to the vesting and settlement of restricted stock units. Fold Holdings required the sell-to-cover transaction, and the footnote states it was not discretionary by McManus.

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

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Available on EDGAR 10/23/2026 - 05:00 PM EDT Accepted by SEC EDGAR 10/23/2026 - 05:00 PM EDT 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^*

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)
10/22/2026

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	10/22/2026		S(1)		2,347	D	$0.51	380,532	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	10/23/2026
	** 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)