FLD submitted Form 144 notices reporting proposed sales of common stock. The filing lists a broker, Fidelity Brokerage Services LLC, with reference numbers including 4,179 and an aggregate figure 48,307,642 dated 02/23/2026. The filing also reports sales by Wolfe Repass of 21,857 shares on 02/19/2026 and 12,406 shares on 02/20/2026 with dollar amounts 32,427.05 and 19,179.67, respectively.
Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported multiple equity award transactions. On February 18–19, 2026, he exercised several restricted stock unit (RSU) grants, including 330,126 RSUs that converted into common stock on a one-for-one basis at a price of $0.0000 per share.
Common stock from these RSU conversions increased his directly held shares, with one entry showing 327,181 common shares held directly after the February 19, 2026 transactions. Several common stock entries coded as “J” reflect shares withheld at prices of $1.47 and $1.50 to satisfy tax liabilities upon RSU vesting and settlement, rather than open-market trading.
Fold Holdings, Inc. Chief Executive Officer and 10% owner William Brian Poppic Reeves reported equity compensation activity on February 18, 2026. He exercised restricted stock units that convert into common stock on a one-for-one basis, acquiring multiple blocks of common shares at a stated price of $0.00 per share through derivative conversions.
In connection with these settlements, several blocks of common shares at $1.47 per share were withheld to cover tax liabilities upon vesting and settlement of the restricted stock units, rather than sold in the open market. After these transactions, he directly holds about 4.7 million shares of common stock, along with additional restricted stock units that continue to vest over time.
Fold Holdings, Inc. Chief Financial Officer Wolfe Repass reported a mix of stock sales and equity awards activity. On February 19, 2026, he exercised multiple batches of restricted stock units into common stock at $0.00 per share, increasing his common stock holdings. The filing also shows an open-market sale of 21,857 shares of common stock at an average price of $1.484 per share. According to the disclosure, this sale was a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations related to RSU vesting, rather than a discretionary sale. After these transactions, Repass directly held 176,329 shares of common stock.
Wolfe Repass reported a Regulation 144 filing that lists restricted common stock vested and securities to be sold. The filing shows a transaction date of 02/19/2026 and records 21,857 common shares associated with activity on 02/19/2026, with a numeric amount 32,427.05 appearing alongside that line.
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.