Wolfe Repass - 18 Feb 2026 Form 4 Insider Report for Fold Holdings, Inc. (FLD)

Role
Chief Financial Officer
Signature
/s/ Audrey Bartosh, Attorney-in-Fact
Issuer symbol
FLD
Transactions as of
18 Feb 2026
Net transactions value
-$32,436
Form type
4
Filing time
20 Feb 2026, 21:30:03 UTC
Previous filing
20 May 2025
Next filing
24 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Repass Wolfe Chief Financial Officer 2942 NORTH 24TH ST, SUITE 115, #42035, PHOENIX /s/ Audrey Bartosh, Attorney-in-Fact 20 Feb 2026 0002057456

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLD Common Stock Options Exercise +22,234 +15% 172,234 18 Feb 2026 Direct F1
transaction FLD Common Stock Sale $32,436 -21,857 -13% $1.48 150,377 19 Feb 2026 Direct F2
transaction FLD Common Stock Options Exercise +24,759 +16% 175,136 19 Feb 2026 Direct F1
transaction FLD Common Stock Options Exercise +695 +0.4% 175,831 19 Feb 2026 Direct F1
transaction FLD Common Stock Options Exercise +498 +0.28% 176,329 19 Feb 2026 Direct F1

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 Restricted Stock Units Options Exercise -22,234 -67% 11,118 18 Feb 2026 Common Stock 22,234 Direct F3, F4, F5
transaction FLD Restricted Stock Units Options Exercise -24,759 -100% 0 19 Feb 2026 Common Stock 24,759 Direct F3, F4, F6
transaction FLD Restricted Stock Units Options Exercise -695 -6.3% 10,423 19 Feb 2026 Common Stock 695 Direct F3, F4, F5
transaction FLD Restricted Stock Units Options Exercise -498 -60% 327 19 Feb 2026 Common Stock 498 Direct F3, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 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).
F5 The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.
F6 The restricted stock units vest as to one-fourth of the underlying shares beginning on May 2, 2022 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 19, 2026.
F7 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 19, 2026.

Remarks:

Exhibit 24 - Power of Attorney