Fold Holdings (FLD) CFO Repass Wolfe Exercises RSUs, Sells Shares

What Happened

• Repass Wolfe, Chief Financial Officer of Fold Holdings (FLD), had restricted stock units (RSUs) convert into 4,195 shares on Sept. 1, 2026 (2,639 + 17 + 1,539). Following the conversion, Wolfe sold 1,342 shares in open-market transactions on Sept. 2, 2026 (5, 844, and 493 shares) at $0.46 per share for total proceeds of approximately $613. The sale was to satisfy tax withholding obligations and was not a discretionary sale by Wolfe.

Key Details

• Transaction dates: RSU conversions on 2026-09-01; open-market sales on 2026-09-02.
• Conversion amounts: 2,639; 17; and 1,539 shares (total 4,195 shares) from RSU awards (converted 1-for-1).
• Sales: 5 shares ($2), 844 shares ($386), 493 shares ($225); total ≈ 1,342 shares sold for ≈ $613 at $0.46/share.
• Reason for sale: "sell-to-cover" for tax withholding per issuer election (Footnote F2) — mandated, not discretionary.
• Vesting/merger context: RSUs were subject to vesting schedules and were converted/treated in connection with the company’s prior merger (see Footnotes F4–F7 and F5).
• Shares owned after transaction: Not specified in the provided filing.
• Filing timeliness: Report covers 2026-09-01 and was filed 2026-09-03; appears timely (Form 4 is typically due within two business days).

Context

• These transactions are a conversion of RSUs (a non-cash equity award) followed by a routine sell-to-cover to satisfy tax obligations. This type of sale generally reflects tax mechanics rather than a discretionary decision to reduce holdings and is common after vesting/settlement events.