Were the Fold Holdings (FLD) insider share sales discretionary trades?

The filing states the 5,537-share sale was not discretionary. It was mandated by the company’s election to satisfy the CEO’s tax withholding obligations from RSU vesting via a “sell to cover” transaction, rather than a voluntary decision to reduce his ownership stake.

Fold Holdings (FLD) CEO sells shares to cover RSU tax obligations

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported multiple equity transactions. On May 1, 2026, he exercised restricted stock units that converted into 11,549 and 1,074 shares of common stock at a conversion price of $0.00 per share, increasing his direct holdings.

On May 4, 2026, he sold 5,537 shares of common stock at an average price of $1.422 per share. According to the footnotes, this sale was a mandatory “sell to cover” transaction to satisfy tax withholding obligations tied to RSU vesting and was not a discretionary trade. After these transactions, he directly holds 5,529,141 common shares and continues to hold restricted stock units that vest over time, subject to service and prior merger-related liquidity conditions.

Insider Trade Summary

Net Seller: 5,537 shares ($7,874)

Net Sell 5 txns

Insider Reeves William Brian Poppic

Role Chief Executive Officer

Sold 5,537 shs ($8K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,537	$1.422	$8K
Exercise	Restricted Stock Units	1,074	$0.00	--
Exercise	Restricted Stock Units	11,549	$0.00	--
Exercise	Common Stock	1,074	$0.00	--
Exercise	Common Stock	11,549	$0.00	--

Holdings After Transaction: Common Stock — 5,529,141 shares (Direct, null); Restricted Stock Units — 5,374 shares (Direct, null)

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. 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. Not applicable. The restricted stock units vest as to one-fourth of the underlying shares beginning on October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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"). 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 December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the Merger.

Key Figures

Shares sold: 5,537 shares at $1.422 RSUs exercised: 11,549 shares at $0.00 Additional RSUs exercised: 1,074 shares at $0.00 +3 more

6 metrics

Shares sold 5,537 shares at $1.422 Open-market sale on May 4, 2026 to cover taxes

RSUs exercised 11,549 shares at $0.00 Common stock from RSU conversion on May 1, 2026

Additional RSUs exercised 1,074 shares at $0.00 Common stock from RSU conversion on May 1, 2026

Shares held after sale 5,529,141 shares Direct common stock ownership following reported transactions

RSUs remaining (award 1) 80,838 RSUs Restricted stock units balance after May 1, 2026 transaction

RSUs remaining (award 2) 5,374 RSUs Restricted stock units balance after May 1, 2026 transaction

Key Terms

restricted stock units, sell to cover, liquidity event vesting condition, business combination, +1 more

5 terms

restricted stock units financial

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

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.

sell to cover financial

"tax withholding obligations to be funded by a "sell to cover" transaction"

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.

liquidity event vesting condition financial

"subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition."

business combination financial

"Represents securities received as part of the Issuer's business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

exchange ratio financial

"based on the exchange ratio described in the Issuer's Registration Statement on Form S-4"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 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^*

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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
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	05/01/2026		M		1,074	A	⁽¹⁾	5,523,129	D
Common Stock	05/01/2026		M		11,549	A	⁽¹⁾	5,534,678	D
Common Stock	05/04/2026		S⁽²⁾		5,537	D	$1.422	5,529,141	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⁾	05/01/2026		M			1,074	⁽⁴⁾	⁽⁴⁾	Common Stock	1,074	⁽⁵⁾	5,374	D
Restricted Stock Units	⁽³⁾	05/01/2026		M			11,549	⁽⁶⁾	⁽⁶⁾	Common Stock	11,549	⁽⁵⁾	80,838	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. 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.

3. Not applicable.

4. The restricted stock units vest as to one-fourth of the underlying shares beginning on October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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").

5. 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).

6. The restricted stock units vest as to one-fourth of the underlying shares beginning on December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the Merger.

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-Fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Fold Holdings (FLD) CEO report on this Form 4?

The CEO reported RSU exercises converting 11,549 and 1,074 restricted stock units into common shares at $0.00, plus a sale of 5,537 shares at $1.422 per share to cover tax withholding obligations related to RSU vesting.

How many Fold Holdings (FLD) shares did the CEO sell, and at what price?

He sold 5,537 shares of Fold Holdings common stock at an average price of $1.422 per share. A footnote explains the sale was used to fund tax withholding through a mandatory “sell to cover” mechanism, rather than a discretionary open-market trade.

How many Fold Holdings (FLD) shares does the CEO hold after these transactions?

After the reported RSU exercises and the tax-related share sale, the CEO directly owns 5,529,141 shares of Fold Holdings common stock. He also continues to hold restricted stock units that vest in installments over time, subject to continued service and merger-related conditions.

What equity awards were involved in the Fold Holdings (FLD) CEO’s Form 4 filing?

The filing involves restricted stock units that convert one-for-one into common stock. On May 1, 2026, 11,549 and 1,074 RSUs were exercised into common shares at a $0.00 conversion price, with remaining RSUs vesting monthly over a multi-year schedule after a merger-related liquidity condition was met.

How do the RSUs for the Fold Holdings (FLD) CEO vest over time?

Footnotes describe RSU awards vesting as to one-fourth of underlying shares beginning on October 1, 2023 and December 1, 2023, respectively, then in 48 equal monthly installments. Vesting requires continued service and depended on a liquidity event condition satisfied by Fold’s merger completed February 14, 2025.