Fold Holdings (FLD) CEO exercises RSUs and executes mandated tax sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported routine equity compensation activity and a related tax sale. He exercised restricted stock units covering 12,623 shares of common stock at a conversion price of $0.00 per share, reflecting RSUs that convert into common stock on a one-for-one basis. To cover tax withholding obligations from the RSU vesting and settlement, he sold 5,710 shares of common stock in an open-market transaction at $1.222 per share, a sale mandated by the company’s required “sell to cover” election rather than a discretionary trade. Following these transactions, he directly holds 4,723,938 shares of common stock. The RSUs involved were originally granted in connection with Fold’s business combination and vest over time, subject to continued service and a liquidity event vesting condition that was satisfied upon the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 5,710 shares ($6,978)
Net Sell
5 txns
Insider
Reeves William Brian Poppic
Role
Chief Executive Officer
Sold
5,710 shs ($7K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 5,710 | $1.222 | $7K |
| Exercise | Restricted Stock Units | 1,075 | $0.00 | -- |
| Exercise | Restricted Stock Units | 11,548 | $0.00 | -- |
| Exercise | Common Stock | 1,075 | $0.00 | -- |
| Exercise | Common Stock | 11,548 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 4,723,938 shares (Direct);
Restricted Stock Units — 6,448 shares (Direct)
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. Not applicable. 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 October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the merger of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). The restricted stock units vest as to one-fourth of the underlying shares beginning on December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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 sale reported on this Form 4 represents shares sold by Mr. Reeves 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. Reeves.
Key Figures
Shares sold for taxes: 5,710 shares
Sale price per share: $1.222/share
RSUs exercised: 12,623 units
+4 more
7 metrics
Shares sold for taxes
5,710 shares
Open-market sale at $1.222 per share to cover tax withholding
Sale price per share
$1.222/share
Price for 5,710 common shares sold on 2026-04-02
RSUs exercised
12,623 units
Restricted stock units converting 1:1 into common stock
RSU conversion price
$0.00/share
Conversion/exercise price for restricted stock units
Common shares held after
4,723,938 shares
Direct common stock ownership following transactions
Post-transaction RSU holding (smaller grant)
6,448 units
Total restricted stock units remaining from one grant after exercise
Post-transaction RSU holding (larger grant)
92,387 units
Total restricted stock units remaining from another grant after exercise
Key Terms
Restricted Stock Units, sell to cover, liquidity event vesting condition, Agreement and Plan of Merger, +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 ... continued service ... and a liquidity event vesting condition."
Agreement and Plan of Merger regulatory
"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.
business combination financial
"Represents securities received as part of the Issuer's business combination"
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.
FAQ
What insider transactions did Fold Holdings (FLD) report for its CEO?
Fold Holdings’ CEO William Brian Poppic Reeves exercised restricted stock units into common stock and executed a related tax sale. He converted 12,623 RSUs at $0.00 and sold 5,710 shares at $1.222 per share to satisfy withholding obligations.
Were the Fold Holdings (FLD) CEO’s RSU transactions open-market buys?
The RSU transactions were not open-market purchases. They reflect restricted stock units converting into common stock on a one-for-one basis at a $0.00 conversion price, as part of the CEO’s equity compensation and vesting schedule following the company’s business combination.
Why did the Fold Holdings (FLD) CEO’s RSUs vest in connection with the merger?
The CEO’s RSUs included a liquidity event vesting condition that was satisfied upon Fold’s merger closing. One-fourth of the RSUs began vesting on specified dates, with the remainder vesting in 48 monthly installments, contingent on continued service and the merger-based liquidity condition being met.