Repass Wolfe 4
4 · Fold Holdings, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CFO Repass Wolfe Sells Shares to Cover Taxes
What Happened
- Fold Holdings CFO Repass Wolfe had 695 restricted stock units (RSUs) convert into common stock on May 19, 2026 (derivative conversion/exercise). Following the vesting/conversion, Mr. Wolfe sold 3,126 shares in an open-market "sell to cover" transaction on May 20, 2026 at $1.21 per share, for proceeds of $3,779. The sale was executed to satisfy tax withholding obligations and was not a discretionary sale by Mr. Wolfe.
Key Details
- Transaction dates and prices:
- 2026-05-19: Conversion/exercise of 695 RSU-derived shares (price N/A — RSUs converted one-for-one).
- 2026-05-20: Open market sale of 3,126 shares at $1.21 per share for $3,779.
- Shares owned after transaction: Not specified in the information provided in this summary.
- Footnotes of note:
- F1/F4: Legacy Fold RSU awards were converted into the issuer's RSUs on a one-for-one basis per the merger exchange ratio.
- F3: RSUs vest monthly (one-fourth after May 19, 2023 and then in 48 equal monthly installments); a liquidity-event vesting condition was satisfied by the merger on Feb 14, 2025.
- F5: The reported sale was a mandatory "sell to cover" to fund tax withholding and was not a voluntary trade by the insider.
- Filing timeliness: Reported period 2026-05-19 and filed 2026-05-21 — filed within the typical Form 4 deadline (timely).
Context
- These transactions reflect RSU vesting and the issuer-mandated sell-to-cover tax withholding, not an independent decision to liquidate holdings. For retail investors, mandated tax-withholding sales are routine and generally not taken as a signal of management sentiment about the stock.
Insider Transaction Report
Form 4
Repass Wolfe
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-19+695→ 731,334 total - Sale
Common Stock
[F5]2026-05-20$1.21/sh−3,126$3,779→ 728,208 total - Exercise/Conversion
Restricted Stock Units
[F2][F4][F3]2026-05-19−695→ 0 total→ Common Stock (695 underlying)
Footnotes (5)
- [F1]Restricted stock units convert into common stock on a one-for-one basis.
- [F2]Not applicable.
- [F3]The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger").
- [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 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.
Signature
/s/ Audrey Bartosh, Attorney-in-Fact|2026-05-21