Repass Wolfe 4
4 · Fold Holdings, Inc. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Fold Holdings (FLD) CFO Repass Wolfe Sells Shares & Exercises RSUs
What Happened
- Repass Wolfe, CFO of Fold Holdings (FLD), had restricted stock units (RSUs) convert into common stock and recorded both acquisition/conversion and related disposals on Feb 25, 2026. He also sold shares in open-market transactions on Feb 24–25, 2026.
- Reported transactions: open-market sales of 13,796 shares at $1.47 ($20,280) on Feb 24, 2026, and 5,245 shares at $1.52 ($7,957) on Feb 25, 2026 (total cash proceeds $28,237). Separately, 30,785 RSUs were converted/acquired on Feb 25, 2026 and a corresponding 30,785 shares were reported disposed in a derivative (exercise/conversion) entry.
Key Details
- Transaction dates & prices:
- 2026-02-24: Sold 13,796 shares @ $1.47 — $20,280
- 2026-02-25: Sold 5,245 shares @ $1.52 — $7,957
- 2026-02-25: Converted/exercised 30,785 RSUs into common stock (Acquired) and a matching 30,785 shares reported as Disposed in a derivative entry.
- Shares owned after transaction: Not disclosed in the filing excerpt.
- Notable footnotes:
- F1: The sales were to cover tax-withholding obligations related to the vesting/settlement of RSUs (a mandated "sell-to-cover" by the issuer), not discretionary sales by Mr. Wolfe.
- F2: RSUs convert one-for-one into common stock.
- F4/F5: These RSUs were received in connection with Fold’s merger (legacy Fold RSU awards converted per the merger exchange ratio). Vesting schedule began March 1, 2024; liquidity vesting condition was met on merger, but plan administrator restrictions delayed settlement until Feb 25, 2026.
- Filing timeliness: Form 4 filed Feb 26, 2026 — appears timely for the Feb 24–25 transactions.
Context
- This is a sell-to-cover transaction tied to RSU settlement (tax withholding), which is routine and does not necessarily signal the insider’s view on the company. The RSUs vested/settled and some shares were either withheld or sold to satisfy taxes; the filing shows both the RSU conversion and related disposals.
Insider Transaction Report
Form 4
Repass Wolfe
Chief Financial Officer
Transactions
- Sale
Common Stock
[F1]2026-02-24$1.47/sh−13,796$20,280→ 185,081 total - Sale
Common Stock
[F1]2026-02-25$1.52/sh−5,245$7,957→ 179,836 total - Exercise/Conversion
Common Stock
[F2]2026-02-25+30,785→ 210,621 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-02-25−30,785→ 95,874 total→ Common Stock (30,785 underlying)
Footnotes (5)
- [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 March 1, 2024 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 satisfied upon the merger described in Footnote 4. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 25, 2026.
Signature
/s/ Audrey Bartosh, Attorney-in-Fact|2026-02-26