Welcome to our dedicated page for Fold Holdings SEC filings (Ticker: FLD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Fold Holdings, Inc. filings document the disclosure record for a bitcoin financial services company with common stock and warrants outstanding. The company’s SEC reports cover operating results, product and platform updates for the Fold App, Fold Bitcoin Credit Card, Fold Bitcoin Gift Card and Fold Debit Card, as well as bitcoin custody, treasury and balance-sheet matters.
Material-event filings describe financing arrangements, promissory notes, collateral terms, debt restructuring, Regulation FD communications and annual-meeting notices. Proxy materials cover shareholder voting, board and governance matters, and other corporate actions presented to stockholders.
Fold Holdings, Inc. entered a Purchase Agreement with SATS Credit Fund L.P. under which SATS purchased a $13,000,000 senior unsecured promissory note and 520,000 shares of common stock, closing on February 26, 2026.
The New Note has a one-year term, a 10.0% cash interest rate payable monthly, optional prepayment rights tied to bitcoin prices (trigger tiers at $45,000, $40,000, and $37,000), and a $25,000,000 Permitted Debt Cap (excluding the New Note and certain credit‑card program debt). The Company granted customary registration rights for the Commitment and Renewal Commitment Shares.
Concurrently, the Company terminated the March 2025 secured convertible note (face ≈ $46.3 million) and returned 500 bitcoin collateral, and extinguished an Investor Note by paying approximately $27.5 million (including $20.0 million principal and $7.5 million contractual multiple), funded by proceeds from the SATS closing and bitcoin sales.
Fold Holdings, Inc. entered a new financing deal and eliminated its outstanding convertible notes. The company issued a $13.0 million one-year senior unsecured promissory note to SATS Credit Fund L.P. at 10.0% interest, along with 520,000 common shares as commitment equity, and may issue another 520,000 renewal shares if the note is extended.
The new note includes bitcoin price-based prepayment triggers and allows up to $25 million of additional future indebtedness. Fold simultaneously extinguished a $46.3 million secured convertible note with SATS and a separate investor convertible note, paying about $27.5 million in cash funded by the new financing and bitcoin sales.
According to the company, these moves remove $66.3 million in convertible principal, release 521 bitcoin from collateral, and are expected to cut an estimated 8.0–10.0 million potential shares from its fully diluted share count, simplifying the capital structure and reducing prospective dilution.
Wolfe Repass reported proposed sales of common stock via Form 144, listing multiple transactions in February 2026.
The filing lists individual sales on 02/19/2026 (21,857 shares, $32,427.05), 02/20/2026 (12,406 shares, $19,179.67), 02/23/2026 (4,179 shares, $6,192.86), 02/24/2026 (13,796 shares, $20,285.64), 02/25/2026 (5,245 shares, $7,958.76), and 02/26/2026 (13,675 shares, $20,006.53).
Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported multiple equity transactions. On February 25, 2026, he acquired 30,785 restricted stock units that converted into the same number of common shares on a one-for-one basis, increasing his direct holdings.
On February 24 and 25, 2026, he sold a total of 19,041 common shares in open-market transactions at prices of $1.47 and $1.517 per share. According to the footnotes, these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations tied to RSU vesting and settlement, rather than discretionary sales.
Wolfe Repass reported sales of common stock under Form 144. The filing lists transactions in February 2026, including 21,857 shares on 02/19/2026 for $32,427.05, 12,406 shares on 02/20/2026 for $19,179.67, 4,179 shares on 02/23/2026 for $6,192.86, 13,796 shares on 02/24/2026 for $20,285.64, and 5,245 shares on 02/25/2026 for $7,958.76.
Wolfe Repass reported proposed dispositions of Common Stock under Form 144. The filing lists multiple sales reported in February 2026, including 21,857 shares on 02/19/2026 and 13,796 shares on 02/24/2026
The transactions are tied to brokerage activity through Fidelity Brokerage Services LLC and are recorded as restricted stock vesting and compensation-related sales.
Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported multiple equity transactions involving restricted stock units (RSUs) and common stock. On February 20 and 23, 2026, RSUs converted into common stock on a one-for-one basis in connection with prior equity awards.
The filing shows a total of 16,585 common shares sold in open-market transactions at prices of $1.546 and $1.49 per share. According to the footnotes, these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations upon RSU vesting and settlement and were not discretionary trades by Mr. Repass.
Footnotes explain that the RSUs vest in monthly installments following initial one-fourth vesting dates in May 2023 and June 2025, subject to continued service and a liquidity event condition, which was deemed met upon the merger completed on February 14, 2025.
Wolfe Repass reported proposed sales of 13,796 common shares under Rule 144. The filing lists the securities as restricted stock vesting on 02/23/2026 and shows recent dispositions during February 2026, including 21,857, 12,406, and 4,179 shares sold on separate dates.
The securities are held at Fidelity Brokerage Services LLC and the filing identifies NASDAQ as the market. The filing appears to relate to compensation vesting and subsequent Rule 144 sale notices.
FLD submitted Form 144 notices reporting proposed sales of common stock. The filing lists a broker, Fidelity Brokerage Services LLC, with reference numbers including 4,179 and an aggregate figure 48,307,642 dated 02/23/2026. The filing also reports sales by Wolfe Repass of 21,857 shares on 02/19/2026 and 12,406 shares on 02/20/2026 with dollar amounts 32,427.05 and 19,179.67, respectively.
Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported multiple equity award transactions. On February 18–19, 2026, he exercised several restricted stock unit (RSU) grants, including 330,126 RSUs that converted into common stock on a one-for-one basis at a price of $0.0000 per share.
Common stock from these RSU conversions increased his directly held shares, with one entry showing 327,181 common shares held directly after the February 19, 2026 transactions. Several common stock entries coded as “J” reflect shares withheld at prices of $1.47 and $1.50 to satisfy tax liabilities upon RSU vesting and settlement, rather than open-market trading.