Jonathan Kirkwood - 31 Dec 2025 Form 5 Insider Report for Fold Holdings, Inc. (FLD)

Role: Director, 10%+ Owner
Signature: /s/ Audrey Bartosh, Attorney-in-Fact
Issuer symbol: FLD
Transactions as of: 31 Dec 2025
Net transactions value: $0
Form type: 5
Filing time: 18 Feb 2026, 17:00:05 UTC
Previous filing: 30 Sep 2025
Next filing: 02 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Kirkwood Jonathan	Director, 10%+ Owner	C/O FOLD HOLDINGS, INC.,, 2942 NORTH 24TH ST, SUITE 115, #42035, PHOENIX	/s/ Audrey Bartosh, Attorney-in-Fact	18 Feb 2026	0002057403

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLD	Common Stock	Award		+30,000			30,000	06 Mar 2025	Through SATS Credit Fund LP	F1
transaction	FLD	Common Stock	Other	$0	+144,311	+128%	$0.000000	256,811	19 Dec 2026	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FLD	Warrant to purchase shares of Common Stock	Award		+37,024			37,024	06 Mar 2025	Common Stock	37,024	$15.00	Through SATS Credit Fund LP	F1
transaction	FLD	7.0% Convertible Note	Award		+148,000			148,000	06 Mar 2025	Common Stock	148,000	$12.50	Through SATS Credit Fund	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	SATS Credit Fund LP entered into a transaction with the Issuer on March 6, 2025 pursuant to which it purchased a convertible note (convertible into approximately 3.7 million shares of Common Stock pursuant to the terms therein, the "Convertible Note"), 750,000 shares of Common Stock of the Issuer, and a warrant to purchase 925,590 shares of Common Stock. Starting April 1, 2026, interest on the Convertible Note shall be paid in shares of Common Stock (valued at a price per share of $12.50) with an expected total of 1.1 million of such interest shares payable. For additional information regarding the transaction, see the Form 8-K filed by the Issuer with the SEC on March 12, 2025.
F2	The Reporting Person previously held these shares indirectly through Ten31 Join the Fold LLC (the "LLC"). On December 19, 2025, the LLC distributed the shares in a pro rata distribution, for no consideration.

Content

SATS Credit Fund LP entered into a transaction with the Issuer on March 6, 2025 pursuant to which it purchased a convertible note (convertible into approximately 3.7 million shares of Common Stock pursuant to the terms therein, the "Convertible Note"), 750,000 shares of Common Stock of the Issuer, and a warrant to purchase 925,590 shares of Common Stock. Starting April 1, 2026, interest on the Convertible Note shall be paid in shares of Common Stock (valued at a price per share of $12.50) with an expected total of 1.1 million of such interest shares payable. For additional information regarding the transaction, see the Form 8-K filed by the Issuer with the SEC on March 12, 2025.

The Reporting Person previously held these shares indirectly through Ten31 Join the Fold LLC (the "LLC"). On December 19, 2025, the LLC distributed the shares in a pro rata distribution, for no consideration.

Remarks:

Exhibit 24 - Power of Attorney