Repass Wolfe 4
4 · Fold Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Fold Holdings (FLD) CFO Repass Wolfe Sells Shares to Cover Taxes
What Happened
- Repass Wolfe, Chief Financial Officer of Fold Holdings (FLD), had restricted stock units convert into common stock on June 1, 2026 (totaling 4,196 shares from three RSU awards: 2,639; 17; and 1,540). Following the vesting/settlement, Wolfe sold 1,310 shares in open-market transactions on June 2, 2026 at $0.91 per share for aggregate proceeds reported around $1,185. The sale was a sell-to-cover transaction to satisfy tax withholding obligations, not a discretionary trade.
Key Details
- Transaction dates: RSU conversion/settlement recorded June 1, 2026; open-market sales executed June 2, 2026; Form 4 filed June 3, 2026 (timely).
- Sale price: $0.91 per share; shares sold: 480, 824 and 6 (total 1,310); proceeds reported ≈ $1,185.
- RSU conversions: 2,639; 17; and 1,540 shares (total 4,196) recorded as exercised/converted on June 1, 2026.
- Shares owned after transaction: not specified in the information provided on the Form 4.
- Notable footnotes: F2 — sale was mandated "sell-to-cover" for tax withholding; F1/F4–F7 — RSUs convert 1:1 and vest on multi-year schedules, with liquidity-event vesting satisfied by the merger described in F5.
- Filing timeliness: Form 4 was filed June 3, 2026 for transactions on June 1–2, 2026 (appears timely under Form 4 rules).
Context
- This was a routine sell-to-cover after RSU settlement (not an independent open-market sell for investment purposes). The Form shows conversion/settlement of RSUs into shares (derivative-to-common stock conversion) and a subsequent mandated sale to cover taxes. Such sell-to-cover transactions are common following RSU vesting and do not necessarily indicate a change in insider sentiment.
Insider Transaction Report
Form 4
Repass Wolfe
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-06-01+2,639→ 730,847 total - Exercise/Conversion
Common Stock
[F1]2026-06-01+17→ 730,864 total - Exercise/Conversion
Common Stock
[F1]2026-06-01+1,540→ 732,404 total - Sale
Common Stock
[F2]2026-06-02$0.91/sh−480$434→ 731,924 total - Sale
Common Stock
[F2]2026-06-02$0.91/sh−824$746→ 731,100 total - Sale
Common Stock
[F2]2026-06-02$0.91/sh−6$5→ 731,094 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-06-01−2,639→ 23,749 total→ Common Stock (2,639 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5][F6]2026-06-01−17→ 258 total→ Common Stock (17 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5][F7]2026-06-01−1,540→ 36,955 total→ Common Stock (1,540 underlying)
Footnotes (7)
- [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. 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.
- [F3]Not applicable.
- [F4]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 5.
- [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 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.
- [F7]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|2026-06-03