Repass Wolfe 4

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.