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.
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.