SEC Form 4 · accession 0001193125-26-333520

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

Jul 31, 2026

Accepted (ET)

Aug 4, 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
Common Stock^F1	Jul 31, 2026	M	2,638	—	A	736,797	D
Common Stock^F1	Jul 31, 2026	M	17	—	A	736,814	D
Common Stock^F1	Jul 31, 2026	M	1,540	—	A	738,354	D
Common Stock	Aug 3, 2026	S	740	$0.47	D	737,614	D
Common Stock	Aug 3, 2026	S	5	$0.47	D	737,609	D
Common Stock	Aug 3, 2026	S	435	$0.47	D	737,174	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 Units^F5,F3,F4	—	Jul 31, 2026	M	2,638	D	—	—	Common Stock	2,638	18,472	D
Restricted Stock Units^F5,F3,F6	—	Jul 31, 2026	M	17	D	—	—	Common Stock	17	224	D
Restricted Stock Units^F5,F3,F7	—	Jul 31, 2026	M	1,540	D	—	—	Common Stock	1,540	33,875	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).