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Fold Holdings (FLD) CEO sells shares in tax ‘sell to cover’

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fold Holdings, Inc. (FLD) reported that Chief Executive Officer and ten percent owner Reeves William Brian Poppic sold a total of 19,099 shares of common stock on August 18–19, 2026 at prices around $0.45 per share. According to the disclosure, each sale was executed solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units under a mandatory "sell to cover" election by the company, and is described as not a discretionary transaction by Mr. Reeves. The filing indicates these transactions were not made under a Rule 10b5-1 trading plan.

Positive

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Negative

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Insider Reeves William Brian Poppic
Role Chief Executive Officer
Sold 19,099 shs ($9K)
Type Security Shares Price Value
Sale Common Stock F1 9,480 $0.452 $4K
Sale Common Stock F1 9,619 $0.451 $4K
Holdings After Transaction: Common Stock — 5,469,373 shares (Direct)
Footnotes (1)
  1. F1. 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.
Shares sold on 2026-08-18 9,619 shares of Common Stock Open-market or private sale by CEO Reeves William Brian Poppic to cover tax withholding obligations
Price per share on 2026-08-18 $0.4510 per share Sale price for 9,619 shares of Common Stock
Shares sold on 2026-08-19 9,480 shares of Common Stock Open-market or private sale by CEO Reeves William Brian Poppic to cover tax withholding obligations
Price per share on 2026-08-19 $0.4520 per share Sale price for 9,480 shares of Common Stock
Total shares sold in this filing 19,099 shares of Common Stock Aggregate of two non-derivative sale transactions reported in the transaction summary
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.
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. Reeves to cover tax withholding obligations in connection"

FAQ

What insider transactions did FLD report for CEO Reeves William Brian Poppic?
The CEO reported two sales totaling 19,099 common shares on August 18 and 19, 2026, with sale prices around $0.45 per share. The transactions are described as sales to cover tax withholding obligations from restricted stock unit vesting.

At what prices were the FLD shares sold in this Form 4 filing?
The reported sales were executed at $0.4510 per share for 9,619 shares on August 18, 2026 and $0.4520 per share for 9,480 shares on August 19, 2026. The price data are reported on a per share basis.

Why did the FLD CEO sell shares according to this Form 4?
The filing states the sales were made to cover tax withholding obligations arising from the vesting and settlement of restricted stock units. The company elected to satisfy withholding through a mandatory “sell to cover” transaction, so the filing characterizes the sales as non-discretionary for the CEO.

Were the FLD insider sales made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is unchecked, and there is no footnote indicating a trading plan. The footnote instead explains the transactions as mandatory sell-to-cover sales to fund tax withholding on restricted stock unit vesting.

How many FLD shares in total were sold to cover taxes in this report?
The transaction summary shows that 19,099 common shares were sold in total across the two reported transactions. Both sales are footnoted as being used to fund tax withholding obligations tied to restricted stock unit vesting and settlement.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Reeves William Brian Poppic
(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)
DirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/18/2026S(1)9,619D$0.4515,478,853D
Common Stock08/19/2026S(1)9,480D$0.4525,469,373D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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.
Remarks:
Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24 to the Reporting Person's Form 4 filed on February 20, 2026).
/s/ Audrey Bartosh, Attorney-in-Fact08/20/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR