Fold Holdings (NASDAQ: FLD) investors re-elect directors and ratify CBIZ CPAs

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fold Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected Class I directors Bracebridge H. Young, Jr. and Andrew Hohns to serve until the 2029 annual meeting, with Young receiving 24,556,161 votes for and 494,551 withheld, and Hohns receiving 24,699,618 votes for and 351,094 withheld, plus 7,633,676 broker non-votes for each. Stockholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 31,065,214 votes for, 1,503,845 against, and 115,329 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Bracebridge H. Young, Jr.: 24,556,161 votes Votes for Andrew Hohns: 24,699,618 votes Broker non-votes on director elections: 7,633,676 votes +3 more

6 metrics

Votes for Bracebridge H. Young, Jr. 24,556,161 votes Director election at Annual Meeting on May 19, 2026

Votes for Andrew Hohns 24,699,618 votes Director election at Annual Meeting on May 19, 2026

Broker non-votes on director elections 7,633,676 votes Applies to each Class I director nominee

Votes for auditor ratification 31,065,214 votes Ratification of CBIZ CPAs P.C. for FY ending Dec 31, 2026

Votes against auditor ratification 1,503,845 votes Ratification of CBIZ CPAs P.C. for FY ending Dec 31, 2026

Abstentions on auditor ratification 115,329 votes Ratification of CBIZ CPAs P.C. for FY ending Dec 31, 2026

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, emerging growth company

4 terms

Annual Meeting of Stockholders financial

"On May 19, 2026, Fold Holdings, Inc. held its Annual Meeting of Stockholders"

broker non-votes financial

"Both of the director nominees were elected as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/20/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 19, 2026

Fold Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-41168	86-2170416
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

     2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona

85016

     (Address of principal executive offices)

     (Zip Code)

(866) 365-3277

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	FLD	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	FLDDW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 19, 2026, Fold Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders, and the Company’s stockholders of record were asked to consider and act upon two (2) proposals.

1. Proposal One – To elect the following two Class I nominees to the board of directors of the Company to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Both of the director nominees were elected as follows:


Name	For	Withheld	Broker Non-Votes
Bracebridge H. Young, Jr.	24,556,161	494,551	7,633,676
Andrew Hohns	24,699,618	351,094	7,633,676

2. Proposal Two – To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved as follows:


For	Against	Abstentions
31,065,214	1,503,845	115,329

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FOLD HOLDINGS, INC.

	By:	/s/ Will Reeves
		Name:	Will Reeves
		Title:	Chief Executive Officer

Dated: May 20, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Fold Holdings, Inc. (FLD) stockholders approve at the 2026 annual meeting?

Stockholders re-elected two Class I directors and ratified the external auditor. Bracebridge H. Young, Jr. and Andrew Hohns were elected, and CBIZ CPAs P.C. was approved for the 2026 fiscal year audit.

Who was elected to Fold Holdings, Inc. (FLD) board of directors in 2026?

Bracebridge H. Young, Jr. and Andrew Hohns were elected as Class I directors. They will serve until the 2029 annual meeting, subject to earlier death, resignation, disqualification, or removal.

What were the vote totals for Fold Holdings, Inc. (FLD) director elections?

Bracebridge H. Young, Jr. received 24,556,161 votes for and 494,551 withheld. Andrew Hohns received 24,699,618 votes for and 351,094 withheld, with 7,633,676 broker non-votes recorded for each nominee.

Which auditor did Fold Holdings, Inc. (FLD) stockholders ratify for 2026?

Stockholders ratified CBIZ CPAs P.C. as independent registered public accounting firm. The ratification applies to the fiscal year ending December 31, 2026, covering Fold Holdings, Inc.’s consolidated financial statements.

How did Fold Holdings, Inc. (FLD) stockholders vote on the auditor ratification?

For the CBIZ CPAs P.C. ratification, 31,065,214 votes were cast for, 1,503,845 against, and 115,329 abstained. These results indicate strong overall support for the company’s chosen independent auditor.

Filing Exhibits & Attachments

1 document