SEC Form 4 · accession 0001193125-26-256171
Fold Holdings, Inc. · FLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wolfe Repass
Officer — Chief Financial Officer
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 9:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001889123
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 1, 2026 | M | 2,639 | — | A | 730,847 | D | |
| Common StockF1 | Jun 1, 2026 | M | 17 | — | A | 730,864 | D | |
| Common StockF1 | Jun 1, 2026 | M | 1,540 | — | A | 732,404 | D | |
| Common Stock | Jun 2, 2026 | S | 480 | $0.905 | D | 731,924 | D | |
| Common Stock | Jun 2, 2026 | S | 824 | $0.905 | D | 731,100 | D | |
| Common Stock | Jun 2, 2026 | S | 6 | $0.905 | D | 731,094 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F3,F4 | — | Jun 1, 2026 | M | 2,639 | D | — | — | Common Stock | 2,639 | 23,749 | D |
| Restricted Stock UnitsF5,F3,F6 | — | Jun 1, 2026 | M | 17 | D | — | — | Common Stock | 17 | 258 | D |
| Restricted Stock UnitsF5,F3,F7 | — | Jun 1, 2026 | M | 1,540 | D | — | — | Common Stock | 1,540 | 36,955 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2The 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.
- F3Not applicable.
- F4The 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.
- F5Represents 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).
- F6The 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.
- F7The 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.
Remarks
Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by Mr. Repass on February 20, 2026).