Nicolleta Goncalves - 14 Feb 2025 Form 4 Insider Report for Fold Holdings, Inc. (FLD)

Signature
/s/ Will Reeves, Attorney-in-Fact
Issuer symbol
FLD
Transactions as of
14 Feb 2025
Net transactions value
$0
Form type
4
Filing time
11 Mar 2025, 21:49:42 UTC

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 Award +66,417 66,417 14 Feb 2025 Common Stock 66,417 Direct F1, F2, F3
transaction FLD Restricted Stock Units Award +23,971 23,971 14 Feb 2025 Common Stock 23,971 Direct F1, F2, F4
transaction FLD Restricted Stock Units Award +42,091 42,091 14 Feb 2025 Common Stock 42,091 Direct F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Not applicable.
F2 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).
F3 The restricted stock units vest as to one-fourth of the underlying shares beginning on January 18, 2023 and thereafter in 48 equal monthly installments, subject to Ms. Goncalves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
F4 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 Ms. Goncalves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
F5 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 Ms. Goncalves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.