Repass Wolfe 4

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.