Repass Wolfe 4

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.