Repass Wolfe 4

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.