Fold Holdings, Inc. (FLD) filed a prospectus supplement registering up to 9,282,287 shares of common stock for resale under its existing Form S-1 and disclosing a new Common Stock Purchase Agreement with Roth Principal Investments, LLC. The stock last traded at $0.5387 on September 4, 2026, with warrants at $0.07.
Under the Purchase Agreement, Fold may, at its sole discretion, sell Roth up to $25,000,000 of newly issued common shares over up to 36 months, using various VWAP-based purchase types (Market Open, Intraday, Pre‑Market, Post‑Market) at discounts of 3.0% or 5.0%, subject to a $0.10 minimum price, a Nasdaq Exchange Cap of 10,942,804 shares (19.99%) absent stockholder approval, and a 4.99% Beneficial Ownership Limitation. A commitment fee of up to $500,000 will be paid through 10% cash withholdings on each purchase, and Fold currently plans to use any net proceeds from sales to Roth for product development, working capital and general corporate purposes.
Fold Holdings, Inc. (FLD) entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with Roth Principal Investments, LLC, creating a committed equity facility of up to $25,000,000 in newly issued common shares. The company may, at its sole discretion over up to 36 months after commencement, direct Roth to buy shares through various VWAP-based purchase types (Market Open, Intraday, Pre-Market and Post-Market Purchases) at discounts of 3.0% or 5.0% to VWAP, subject to pricing, volume and other conditions.
Issuances are limited by Nasdaq’s 19.99% Exchange Cap of 10,942,804 shares unless shareholder approval or specified pricing conditions are met, and by a 4.99% beneficial ownership cap for Roth. Initial issuances rely on a private placement exemption, with a resale registration statement to be filed. Fold plans to use any net proceeds for product development, working capital and general corporate purposes and will pay Roth a commitment fee of up to $500,000 through 10% cash withholdings on purchases, and $50,000 to Compass Point as qualified independent underwriter.
Fold Holdings, Inc. (FLD) reports that Chief Technology Officer Thomas J. Dickman acquired 5,000 shares of common stock on August 31, 2026 through the 2025 Employee Stock Purchase Plan at a 15% discount to the average trading price that day. On September 1, 2026, 17 restricted stock units converted one-for-one into common stock, leaving 207 RSUs outstanding. On September 2, 2026, he sold 6 shares at $0.457 per share solely to cover tax withholding obligations via a mandated “sell to cover” transaction; no Rule 10b5-1 trading plan is reported.
Fold Holdings, Inc. (FLD) reports that Chief Executive Officer and ten percent owner William Brian Reeves converted a total of 12,624 restricted stock units into common stock on September 1, 2026, then on September 2, 2026 sold 5,781 common shares at $0.457 per share to cover tax withholding obligations under a mandated "sell to cover" arrangement, which the company states was not a discretionary transaction by Mr. Reeves. No Rule 10b5-1 trading plan is reported.
Fold Holdings, Inc. (FLD) reported that Chief Financial Officer Wolfe Repass exercised restricted stock units into a total of 4,195 shares of common stock on September 1, 2026, and on September 2, 2026 sold 1,342 common shares at $0.457 per share to cover tax withholding obligations under an issuer-mandated “sell to cover” arrangement; no Rule 10b5-1 trading plan is reported.
Fold Holdings, Inc. (FLD) has elected to terminate its Equity Purchase Facility Agreement with an institutional investor. The facility, entered on June 16, 2025, had provided the investor’s commitment to purchase up to $250,000,000 of newly issued common stock at the Company’s discretion via advance notices.
The termination notice was delivered on August 27, 2026 and will become effective on September 3, 2026. At the time of notice, there were no outstanding advance notices requiring the Company to issue shares. Fold Holdings states it ended the facility to preserve the option of alternative financing and incurred no prepayment fees or penalties. When the termination becomes effective, obligations under the related Registration Rights Agreement will also end, other than for any Registrable Securities still held by the investor. The Board also set October 22, 2026 as the date for a special shareholder meeting, with a record date of September 4, 2026, to address matters described in a preliminary proxy filed on August 7, 2026.
Fold Holdings, Inc. (FLD) received a notice under Rule 144 that officer Wolfe Repass, through Fidelity Brokerage Services LLC, plans to sell up to 1,342 shares of common stock on NASDAQ. The filing notes that part of the sale will cover tax obligations from a vested equity award.
Wolfe Repass previously sold multiple small blocks of common stock over the prior three months under Rule 144.
Fold Holdings, Inc. (FLD) shareholder William Reeves filed a notice of proposed sale of common stock under Rule 144. The filing lists 5,781 shares of common stock acquired on September 1, 2026 through restricted stock vesting, to be sold through Fidelity Brokerage Services LLC on NASDAQ. The notice states that the sale includes an amount necessary to cover a tax obligation arising from settlement of a vested equity award distribution.
The filing also reports multiple prior Rule 144 sales of Fold Holdings common stock by William Reeves during June, July, and August 2026.
Fold Holdings, Inc. (FLD) received a notice under Rule 144 that Thomas J. Dickman, an officer, intends to sell 6 shares of common stock through Fidelity Brokerage Services LLC. The planned sale is tied to restricted stock vesting on August 31, 2026 and is described as compensation-related.
Recent activity for Dickman over the prior three months includes multiple sales of Fold Holdings common stock, and the filing notes that the current sale includes an amount to cover a tax obligation from a vested equity award distribution.
Fold Holdings, Inc. (FLD) reported that Chief Executive Officer and ten percent owner Reeves William Brian Poppic sold a total of 18,332 shares of common stock in two open-market transactions. On August 24, 2026 he sold 8,905 shares at $0.478 per share, and on August 25, 2026 he sold 9,427 shares at $0.496 per share. According to the company’s disclosure, these sales were executed to cover tax withholding obligations arising from the vesting and settlement of restricted stock units under a mandated "sell to cover" arrangement and are described as non-discretionary for Mr. Poppic.