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

Role: Chief Financial Officer
Signature: /s/ Wolfe Repass, Chief Financial Officer
Issuer symbol: FLD
Transactions as of: 14 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 11 Mar 2025, 21:56:31 UTC
Next filing: 20 May 2025
SEC: View on sec.gov

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		+24,759			24,759	14 Feb 2025	Common Stock	24,759		Direct	F1, F2, F3
transaction	FLD	Restricted Stock Units	Award		+33,352			33,352	14 Feb 2025	Common Stock	33,352		Direct	F1, F2, F4
transaction	FLD	Restricted Stock Units	Award		+126,660			126,660	14 Feb 2025	Common Stock	126,660		Direct	F1, F2, F5
transaction	FLD	Restricted Stock Units	Award		+825			825	14 Feb 2025	Common Stock	825		Direct	F1, F2, F6
transaction	FLD	Restricted Stock Units	Award		+73,909			73,909	14 Feb 2025	Common Stock	73,909		Direct	F1, F2, F7

* 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 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 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 Mr. Repass' 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 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 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.
F6	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 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.
F7	The 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 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, subject to Mr. Repass' continued service through the consummation of such change in control or initial public offering.