Repass Wolfe 4
4 · Fold Holdings, Inc. · Filed Feb 24, 2026
Insider Transaction Report
Form 4
Repass Wolfe
Chief Financial Officer
Transactions
- Sale
Common Stock
[F1]2026-02-20$1.55/sh−12,406$19,180→ 163,923 total - Exercise/Conversion
Common Stock
[F2]2026-02-20+8,338→ 172,261 total - Sale
Common Stock
[F1]2026-02-23$1.49/sh−4,179$6,227→ 168,082 total - Exercise/Conversion
Common Stock
[F2]2026-02-23+30,795→ 198,877 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-02-20−8,338→ 2,085 total→ Common Stock (8,338 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4][F6]2026-02-23−30,795→ 43,114 total→ Common Stock (30,795 underlying)
Footnotes (6)
- [F1]The sale reported on this Form 4 represents shares sold by Mr. Repass to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by Mr. Repass.
- [F2]Restricted stock units convert into common stock on a one-for-one basis.
- [F3]Not applicable.
- [F4]Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the "Merger Agreement"), by and among the Issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc. and Fold, Inc. ("Legacy Fold"), pursuant to which each outstanding Legacy Fold RSU Award was automatically converted into an award of restricted stock units covering a number of shares of the Issuer's Common Stock based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended (Reg. No. 333-282520).
- [F5]The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the merger of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 20, 2026.
- [F6]The restricted stock units vest as to one-fourth of the underlying shares beginning on June 1, 2025 and thereafter in 48 equal monthly installments, subject to Mr. Repass' continued service through the applicable vesting date and a liquidity event vesting condition.The liquidity event vesting condition was deemed met upon the Merger. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 23, 2026.
Signature
/s/ Audrey Bartosh, Attorney-in-Fact|2026-02-24