Reeves William Brian Poppic 4
4 · Fold Holdings, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CEO William Reeves Sells 5,537 Shares to Cover Taxes
What Happened
- William Reeves, CEO of Fold Holdings (FLD), had restricted stock units (RSUs) convert into common stock on May 1, 2026 (two conversions: 1,074 and 11,549 shares). Those converted shares were then used/disposed as part of tax withholding related to the RSU vesting. On May 4, 2026 Reeves sold 5,537 shares in an open market transaction at $1.42 per share, generating $7,874 in proceeds. The disposals tied to the May 1 conversions are reported with no per-share price/value (N/A) because they reflect share withholding/conversion rather than an open-market sale.
- These transactions are routine sell-to-cover actions to satisfy tax withholding obligations connected to RSU settlement and are not reported as discretionary sales by Mr. Reeves.
Key Details
- Transaction dates and prices:
- May 1, 2026: RSU conversions/exercises reported for 1,074 and 11,549 shares (conversion of RSUs to common stock; corresponding disposals for tax withholding reported as N/A value).
- May 4, 2026: Open market sale of 5,537 shares at $1.42 per share; proceeds $7,874.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes:
- F1/F5: RSUs convert one-for-one into common stock; many RSUs were converted from Legacy Fold awards pursuant to the 2025 merger.
- F2: The sale(s) represent mandated sell-to-cover transactions to satisfy tax withholding on RSU vesting, not discretionary trades by the CEO.
- F4/F6: RSU vesting schedules began in late 2023 with monthly installments; the merger on Feb 14, 2025 deemed the liquidity-vesting condition met.
- Filing timeliness: No late filing was indicated in the provided information.
Context
- These were not purchases (which might signal insider bullishness); they were RSU conversions and sell-to-cover tax withholding transactions. The May 4 open-market sale generated modest proceeds and, per the filing, is tied to tax withholding rather than an independent decision to liquidate a large holding.
- For derivative/RSU activity: the filing shows converted RSUs (exercise/conversion entries) and corresponding disposals to cover taxes—this is a common, administrative insider transaction and should be viewed differently from voluntary, discretionary sales.
Insider Transaction Report
Form 4
Reeves William Brian Poppic
Chief Executive Officer10% Owner
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-01+1,074→ 5,523,129 total - Exercise/Conversion
Common Stock
[F1]2026-05-01+11,549→ 5,534,678 total - Sale
Common Stock
[F2]2026-05-04$1.42/sh−5,537$7,874→ 5,529,141 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-05-01−1,074→ 5,374 total→ Common Stock (1,074 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5][F6]2026-05-01−11,549→ 80,838 total→ Common Stock (11,549 underlying)
Footnotes (6)
- [F1]Restricted stock units convert into common stock on a one-for-one basis.
- [F2]The sale reported on this Form 4 represents shares sold by Mr. Reeves 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. Reeves.
- [F3]Not applicable.
- [F4]The restricted stock units vest as to one-fourth of the underlying shares beginning on October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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").
- [F5]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).
- [F6]The restricted stock units vest as to one-fourth of the underlying shares beginning on December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' 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|2026-05-05