Welcome to our dedicated page for Fold Holdings SEC filings (Ticker: FLDDW), 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. SEC filings document a bitcoin financial services issuer with Nasdaq-listed common stock and warrants. The filings identify the company’s capital structure, including common stock and whole warrants exercisable for common shares, and record material-event disclosures following its transition from a blank-check company to Fold Holdings.
Recent filings cover operating results and financial condition, Regulation FD updates on bitcoin rewards card activity, material definitive agreements, promissory-note financing, share issuances, debt terms, listing-related covenants, and risk language tied to product launches, third-party service providers, bitcoin-linked treasury considerations, and corporate governance.
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. 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).
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.