Fold Holdings, Inc. (FLDDW) SEC Filings, Aug 2025-Feb 2026

SZOP Opportunities I LLC and affiliates updated their ownership disclosure for Fold Holdings, Inc. They report the right to acquire 5,361,529 shares of common stock under an Equity Purchase Facility Agreement, representing 9.9% of the class, subject to a 9.99% ownership cap.

The amendment reflects that SZOP Multistrat LP transferred its interests in SZOP Opportunities I LLC to SZOP Opportunities Management LLC. As a result, SZOP Multistrat LP, SZOP Multistrat Management LLC, Kerry Propper and Antonio Ruiz-Gimenez report zero beneficial ownership and treat this as an exit filing under Rule 13d-3.

Fold Holdings, Inc. is informing investors of key dates for its 2026 annual meeting of shareholders. The Board of Directors set the meeting for May 19, 2026 at 12:00 p.m. Eastern Time, to be held virtually, with further logistical details to come in a definitive proxy statement.

The company also established March 24, 2026 as the record date, meaning shareholders of record at the close of business that day will be entitled to receive notice of, and vote at, the meeting. No financial results or major transactions are described; this update focuses solely on corporate governance timing.

Fold Holdings, Inc. furnished an 8-K under Regulation FD to share a customer letter dated January 27, 2026. The letter outlines Fold’s intentions for the upcoming year, including information about its anticipated upcoming credit card.

The customer letter is provided as Exhibit 99.1, while Exhibit 104 covers the inline XBRL cover page data. The information in this 8-K, including the exhibit, is furnished rather than filed, meaning it is not subject to certain Exchange Act liability provisions or automatically incorporated into other securities filings.

Fold Holdings, Inc. filed a Form D for a Rule 506(b) exempt offering seeking up to $250,000,000 of equity securities. To date the issuer reports $157,625 sold with $249,842,375 remaining available. The offering is intended to last more than one year and is not tied to a business combination. The issuer indicates one total investor so far and that non-accredited investors may have participated. Cohen & Company Securities, LLC acted as placement agent and received 75,000 shares on June 16, 2025 (closing price $4.71) in connection with an Equity Purchase Facility Agreement; finders' fees are reported as $353,250 (estimate). Minimum outside-investor investment is listed as $0. The notice is signed by CFO Wolfe Repass.

Fold Holdings, Inc. director Young Bracebridge H Jr reported an open-market purchase of 8,500 shares of Common Stock on August 26, 2025. The shares were bought by the Bracebridge H. Young, Jr. 1999 Family Trust, an irrevocable family trust for which he serves as investment advisor.

The purchase used a weighted-average price of $3.4477 per share, with individual trades completed between $3.43 and $3.475. After this transaction, indirect holdings through the trust totaled 23,500 shares, and his direct holdings stood at 189,787 shares of Fold Holdings common stock.

Fold Holdings, Inc. reported changes to executive compensation. On February 28, 2025, the company’s Compensation Committee approved increases in base salaries for its two most senior officers. The Chief Executive Officer, Will Reeves, will receive an annual base salary of $500,000, and the Chief Financial Officer, Wolfe Repass, will receive an annual base salary of $400,000, effective as of February 19, 2025.

The filing also notes that Fold’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols FLD and FLDDW, respectively.

Fold Holdings, Inc. director Young Bracebridge H Jr reported an open-market purchase of 7,700 shares of Common Stock on behalf of the Bracebridge H. Young, Jr. 1999 Family Trust, an irrevocable family trust for which he serves as investment advisor. The shares were bought at a weighted-average price of $3.8534 per share in multiple trades between $3.76 and $4.01. Following this transaction, the trust’s indirect holdings totaled 15,000 shares, and Young also reported separate direct ownership of 189,787 shares as of the same date.

Fold Holdings, Inc. approved a new Annual Bonus Plan covering full-time employees, including executive officers. For 2025, bonuses will be tied to specific performance criteria such as the Fold Bitcoin Credit Card launch, revenue, and adjusted EBITDA. Bonuses may be paid in cash, bitcoin, or Fold common stock under the company’s equity plan and are generally payable by March following the performance year, if the employee is still employed on the payment date.

Under the plan, CEO Will Reeves can earn a bonus of up to 80% of base salary, and CFO Wolfe Repass can earn up to 50% of base salary. The company also delivered Executive Severance Plan participation notices to both executives, formalizing the severance protections previously described in an earlier filing.

Fold Holdings, Inc. reported a mixed first half of 2025 driven by substantial bitcoin remeasurement gains and heavy financing activity. Total assets rose to $182.1 million from $125.7 million, largely because the Investment Treasury grew to $159.9 million (1,492 BTC). Cash declined to $6.61 million from $18.33 million, while working capital remained positive at $7.8 million.

Net revenue for the quarter ended June 30, 2025 was $8.18 million, up from $5.14 million a year earlier, but the six‑month period produced a net loss of $35.45 million driven by operating losses, a $9.6 million loss on extinguishment of debt, fair value adjustments on convertible instruments, and financing costs. The company has $66.3 million principal outstanding in two convertible notes and a $250 million equity purchase facility available. Management expects existing liquidity sources to fund operations for at least one year.