What price was used for the FLD CFO’s tax-related share sale?

The reported sale of 21,857 Fold Holdings common shares occurred at an average price of $1.484 per share. This sale was executed to fund required tax withholding tied to RSU vesting, under the company’s mandated “sell-to-cover” election.

Fold Holdings (FLD) CFO tax-related sale follows multiple RSU conversions

Q: Why did the FLD CFO sell 21,857 shares of Fold Holdings stock?

The 21,857-share sale was used to cover tax withholding obligations from RSU vesting. The company required a "sell-to-cover" transaction, so the sale was mandated by that policy and not a discretionary decision by Wolfe Repass.

Q: Were the FLD CFO’s RSU conversions in February 2026 discretionary?

The RSU exercises and settlements reflect equity awards that had already vested under time-based and liquidity conditions. Settlement timing was also influenced by restrictions from the company’s equity plan administrator, rather than discretionary trading decisions by Wolfe Repass.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported a mix of stock sales and equity awards activity. On February 19, 2026, he exercised multiple batches of restricted stock units into common stock at $0.00 per share, increasing his common stock holdings. The filing also shows an open-market sale of 21,857 shares of common stock at an average price of $1.484 per share. According to the disclosure, this sale was a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations related to RSU vesting, rather than a discretionary sale. After these transactions, Repass directly held 176,329 shares of common stock.

Insider Trade Summary

Net Seller: 21,857 shares ($32,436)

Net Sell 9 txns

Insider Repass Wolfe

Role Chief Financial Officer

Sold 21,857 shs ($32K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	24,759	$0.00	--
Exercise	Restricted Stock Units	695	$0.00	--
Exercise	Restricted Stock Units	498	$0.00	--
Sale	Common Stock	21,857	$1.484	$32K
Exercise	Common Stock	24,759	$0.00	--
Exercise	Common Stock	695	$0.00	--
Exercise	Common Stock	498	$0.00	--
Exercise	Restricted Stock Units	22,234	$0.00	--
Exercise	Common Stock	22,234	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 150,377 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. 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 May 19, 2023 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026. The restricted stock units vest as to one-fourth of the underlying shares beginning on May 2, 2022 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 19, 2026. 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 19, 2026.

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Form 4 Insider Transactions: What Each Field Means →

02/20/2026 - 09:30 PM

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^*

Repass Wolfe

(Last)

(First)

(Middle)

2942 NORTH 24TH ST, SUITE 115, #42035

(Street)

PHOENIX

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)
02/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2026		M		22,234	A	⁽¹⁾	172,234	D
Common Stock	02/19/2026		S⁽²⁾		21,857	D	$1.484	150,377	D
Common Stock	02/19/2026		M		24,759	A	⁽¹⁾	175,136	D
Common Stock	02/19/2026		M		695	A	⁽¹⁾	175,831	D
Common Stock	02/19/2026		M		498	A	⁽¹⁾	176,329	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/18/2026		M			22,234	⁽⁵⁾	⁽⁵⁾	Common Stock	22,234	⁽⁴⁾	11,118	D
Restricted Stock Units	⁽³⁾	02/19/2026		M			24,759	⁽⁶⁾	⁽⁶⁾	Common Stock	24,759	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	02/19/2026		M			695	⁽⁵⁾	⁽⁵⁾	Common Stock	695	⁽⁴⁾	10,423	D
Restricted Stock Units	⁽³⁾	02/19/2026		M			498	⁽⁷⁾	⁽⁷⁾	Common Stock	498	⁽⁴⁾	327	D

Explanation of Responses:

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

2. 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.

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 May 19, 2023 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.

6. The restricted stock units vest as to one-fourth of the underlying shares beginning on May 2, 2022 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 19, 2026.

7. 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 19, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Audrey Bartosh, Attorney-in-Fact	02/20/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did FLD CFO Wolfe Repass report?

Wolfe Repass reported exercising several restricted stock unit awards into common stock and selling 21,857 common shares. The sale occurred at an average price of $1.484 per share and was tied to recent vesting and settlement of RSUs.

Why did the FLD CFO sell 21,857 shares of Fold Holdings stock?

The 21,857-share sale was used to cover tax withholding obligations from RSU vesting. The company required a "sell-to-cover" transaction, so the sale was mandated by that policy and not a discretionary decision by Wolfe Repass.

How many Fold Holdings shares does the FLD CFO own after these transactions?

Following the reported exercises and the tax-related sale, Wolfe Repass directly holds 176,329 shares of Fold Holdings common stock. This figure reflects his updated ownership after converting RSUs into common shares and selling a portion to satisfy withholding taxes.

What are restricted stock units (RSUs) in the FLD CFO’s compensation?

Restricted stock units are equity awards that convert into common stock once vesting conditions are met. For Fold Holdings, the filing notes RSUs convert to common stock on a one-for-one basis, with vesting tied to continued service and a liquidity event condition.

Were the FLD CFO’s RSU conversions in February 2026 discretionary?

The RSU exercises and settlements reflect equity awards that had already vested under time-based and liquidity conditions. Settlement timing was also influenced by restrictions from the company’s equity plan administrator, rather than discretionary trading decisions by Wolfe Repass.