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. Chief Technology Officer Thomas J. Dickman reported several equity transactions involving the company’s common stock and restricted stock units. On March 2, 2026, he sold 8 shares of common stock at $1.423 per share.
According to a footnote, this sale was a mandated “sell to cover” transaction to satisfy tax withholding obligations tied to restricted stock unit vesting, and was not a discretionary trade. On February 27, 2026, restricted stock units converted into 17 shares of common stock on a one-for-one basis, and he also received a 5,000-share grant of common stock at $1.27 per share.
The filing notes that the restricted stock units vest over time beginning on September 1, 2024, in monthly installments, contingent on continued service and subject to a liquidity event condition that was satisfied upon the company’s merger. After these transactions, Dickman directly owned 332,190 shares of Fold common stock.
Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported a mix of stock sales and RSU conversions. He sold 5,496 shares of common stock at $1.423 per share in an open-market transaction to cover tax withholding triggered by RSU vesting, under a mandatory “sell to cover” arrangement, not a discretionary trade. On the same date, restricted stock units converting one-for-one into common stock delivered 1,074 and 11,548 shares at $0.00, increasing his directly held common stock to 4,717,025 shares, alongside 103,935 restricted stock units that continue to vest over time.
Fold Holdings' significant shareholder group updated its ownership disclosures following several transactions. Investment adviser Ten31 LLC and related entities now report beneficial ownership of 5,560,889 shares and warrants, or 11.5% of Fold Holdings' common stock, based on 48,307,642 shares outstanding, while co-founder Jonathan Kirkwood reports 5,817,700 shares and warrants, or 12.0%.
The amendment reflects Ten31 Join the Fold LLC disposing of 1,682,670 shares, including 144,311 shares distributed to Kirkwood for no consideration, plus Kirkwood’s grant of 112,500 restricted stock units. It also captures SATS Credit Fund LP’s purchases: 520,000 shares and a Senior Unsecured Promissory Note for an aggregate $13,000,000 on February 26, 2026, and an earlier acquisition of 750,000 shares and 925,590 warrants. The filing notes that Ten31 and Kirkwood disclaim beneficial ownership of fund-held securities except for their pecuniary interests.
Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported a mix of equity exercises and tax-related share sales. On February 26–27, 2026, he exercised multiple tranches of restricted stock units that convert into common stock on a one-for-one basis and received common shares at a stated price of $0.0000 per share. To cover tax withholding obligations from these RSU vestings, he sold 13,675 common shares at $1.463 and 9,177 common shares at $1.479 in open-market transactions that the company describes as mandated "sell to cover" rather than discretionary sales. Following these transactions, he directly held 253,535 shares of Fold common stock.
Fold Holdings, Inc. reported an insider-related fund restructuring its position. SATS Credit Fund LP, managed by director and 10% owner Jonathan Kirkwood, entered a transaction on February 26, 2026 in which it purchased a Senior Unsecured Promissory Note and 520,000 shares of common stock for an aggregate $13,000,000.
The filing also shows SATS Credit Fund LP’s previously purchased 7.0% convertible note, which was convertible into approximately 3.7 million common shares under its terms, was fully redeemed on February 26, 2026 without any conversion into stock. In addition, SATS Credit Fund LP indirectly acquired 20,800 shares of common stock, bringing its indirectly held common stock position to 50,800 shares.
Wolfe Repass reported proposed sales of company common stock under a Form 144 notification. The filing lists multiple sale dates in February 2026 and shows individual transactions with share counts and proceeds for each date, including entries on 02/19/2026 through 02/27/2026.
Fold Holdings, Inc. registered up to 9,282,287 shares of common stock.
The prospectus supplement dated February 27, 2026 updates the S-1 and attaches a Form 8-K disclosing a financing with SATS Credit Fund L.P.: SATS purchased a $13,000,000 senior unsecured promissory note and 520,000 Commitment Shares, with closing on February 26, 2026. The New Note bears 10.0% interest, has a one-year term (renewable by mutual consent upon issuance of an additional 520,000 Renewal Commitment Shares), and includes mandatory prepayment mechanics tied to specified bitcoin trigger prices. The supplement also discloses return of 500 bitcoin collateral and extinguishment of the March 2025 Note and the Investor Note, and payment of approximately $27,500,000 to retire the Investor Note, funded by the SATS proceeds and bitcoin sales.
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.