Repass Wolfe 4
4 · Fold Holdings, Inc. · Filed Jul 6, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CFO Repass Wolfe Sells Shares to Cover Taxes
What Happened
- Repass Wolfe, Chief Financial Officer of Fold Holdings, had restricted stock units convert into common stock on July 1, 2026 (totaling 4,196 shares from three RSU conversions: 2,639; 17; 1,540). Per the filing, a portion of the resulting shares were sold in the open market on July 2, 2026 — 415, 4 and 712 shares — at $0.49 each, generating aggregate proceeds of approximately $556. The sales were to satisfy tax withholding obligations, not discretionary trades.
Key Details
- Transaction dates: RSU conversion/exercise entries on 2026-07-01; open-market sales on 2026-07-02.
- Sale prices and proceeds: 415 shares @ $0.49 ($204); 4 shares @ $0.49 ($2); 712 shares @ $0.49 ($350); total ~1,131 shares for ~$556.
- RSU conversion: 4,196 shares resulted from conversion of restricted stock units (1-for-1 conversion per filing).
- Reason for sale: Mandatory "sell to cover" to satisfy tax withholding upon vesting (Footnote F2). This was not a discretionary sale by Mr. Wolfe.
- Vesting/merger context: RSU awards and vesting schedules tie back to the company’s 2024 merger; liquidity-event vesting condition was satisfied (Footnotes F4–F7, F5).
- Shares owned after the transactions: Not specified in the provided filing.
- Filing timeliness: Reported with period ending 2026-07-01 and filed 2026-07-06; appears to be filed promptly.
- Exhibit/authority: Power of Attorney referenced (Exhibit 24).
Context
- These entries reflect RSU settlement followed by a routine sell-to-cover for taxes (common practice). The derivative code "M" denotes conversion/exercise of equity-based awards. The small dollar amount (~$556) and the stated reason (tax withholding) indicate this is an administrative, not an investment-timing, transaction.
Insider Transaction Report
Form 4
Repass Wolfe
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-07-01+2,639→ 733,733 total - Exercise/Conversion
Common Stock
[F1]2026-07-01+17→ 733,750 total - Exercise/Conversion
Common Stock
[F1]2026-07-01+1,540→ 735,290 total - Sale
Common Stock
[F2]2026-07-02$0.49/sh−415$204→ 734,875 total - Sale
Common Stock
[F2]2026-07-02$0.49/sh−4$2→ 734,871 total - Sale
Common Stock
[F2]2026-07-02$0.49/sh−712$350→ 734,159 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-07-01−2,639→ 21,110 total→ Common Stock (2,639 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5][F6]2026-07-01−17→ 241 total→ Common Stock (17 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5][F7]2026-07-01−1,540→ 35,415 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|2026-07-06