Repass Wolfe 4
4 · Fold Holdings, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CFO Repass Wolfe Sells Shares to Cover Taxes
What Happened
- Repass Wolfe, Chief Financial Officer of Fold Holdings, had restricted stock units (RSUs) convert into common shares and executed sell-to-cover transactions to satisfy tax withholding. The filing shows RSU conversions of a total 65,766 shares across Feb 26–27, 2026, and open‑market sales of 13,675 shares on Feb 26 at $1.46 ($20,007) and 9,177 shares on Feb 27 at $1.48 ($13,573), for total proceeds of $33,580. The sale was a mandatory sell-to-cover to satisfy withholding, not a discretionary trade by Mr. Wolfe (Footnote F1).
Key Details
- Transaction dates & prices:
- 2026-02-26: sold 13,675 shares @ $1.46 = $20,007
- 2026-02-27: sold 9,177 shares @ $1.48 = $13,573
- 2026-02-26 & 02-27: RSU conversions/exercises totaling 65,766 shares (various lots listed)
- Shares owned after transaction: Not specified in this Form 4.
- Notable footnotes:
- F1: Sales were mandatory "sell-to-cover" to satisfy tax withholding (not discretionary).
- F2: RSUs convert one-for-one into common stock.
- F4–F6: RSUs originated from a merger conversion of legacy Fold RSUs and vest on a multi-year schedule; vested units were only settled on Feb 26–27, 2026 due to plan administrator restrictions.
- Filing timeliness: No late filing is indicated in the filing materials.
Context
- These transactions are essentially a tax-withholding event following RSU vesting/settlement (cashless/sell-to-cover style) rather than an open-market, discretionary sale for investment reasons. For derivative/RSU activity: RSUs vested and converted to common shares (per footnotes), some of which were sold immediately to cover withholding. This type of transaction typically reflects compensation settlement mechanics rather than a directional bet by the insider.
Insider Transaction Report
Form 4
Repass Wolfe
Chief Financial Officer
Transactions
- Sale
Common Stock
[F1]2026-02-26$1.46/sh−13,675$20,007→ 196,946 total - Exercise/Conversion
Common Stock
[F2]2026-02-26+30,785→ 227,731 total - Sale
Common Stock
[F1]2026-02-27$1.48/sh−9,177$13,573→ 218,554 total - Exercise/Conversion
Common Stock
[F2]2026-02-27+30,785→ 249,339 total - Exercise/Conversion
Common Stock
[F2]2026-02-27+2,639→ 251,978 total - Exercise/Conversion
Common Stock
[F2]2026-02-27+17→ 251,995 total - Exercise/Conversion
Common Stock
[F2]2026-02-27+1,540→ 253,535 total - Exercise/Conversion
Restricted Stock Units
[F3][F4][F5]2026-02-26−30,785→ 65,089 total→ Common Stock (30,785 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4][F6]2026-02-27−30,785→ 34,304 total→ Common Stock (30,785 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4][F7]2026-02-27−2,639→ 31,665 total→ Common Stock (2,639 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4][F8]2026-02-27−17→ 310 total→ Common Stock (17 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4][F9]2026-02-27−1,540→ 41,574 total→ Common Stock (1,540 underlying)
Footnotes (9)
- [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, the vested units reported here were not settled until February 26, 2026.
- [F6]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, the vested units reported here were not settled until February 27, 2026.
- [F7]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.
- [F8]The restricted stock units vest as to one-fourth of the underlying shares beginning on September 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 deemed met upon the Merger.
- [F9]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.
Signature
/s/ Audrey Bartosh, Attorney-in-Fact|2026-03-02