Form 4: Fold Holdings CFO Sells Shares for Tax Obligations

Fold Holdings' Chief Financial Officer, Wolfe Repass, reported the acquisition of common stock from restricted stock unit vesting and a subsequent non-discretionary sale to cover tax obligations.

Summary

• Wolfe Repass, Chief Financial Officer of Fold Holdings, Inc. (FLD), reported transactions involving the company's common stock and restricted stock units (RSUs).
• On March 19, 2026, Mr. Repass acquired 695 shares of common stock through the conversion of restricted stock units.
• Following this acquisition, Mr. Repass beneficially owned 242,949 shares of common stock.
• On March 20, 2026, Mr. Repass disposed of 176 shares of common stock at a price of $1.246 per share.
• This sale was a 'sell to cover' transaction, mandated by the Issuer, to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units, and was not a discretionary sale.
• After the sale, Mr. Repass's direct beneficial ownership of common stock was 242,773 shares.
• The restricted stock units convert into common stock on a one-for-one basis.
• The RSUs vest as to one-fourth of the underlying shares beginning on May 19, 2023, and thereafter in 48 equal monthly installments, subject to continued service and a liquidity event vesting condition.
• The liquidity event vesting condition was met on February 14, 2025, upon the merger of Legacy Fold, Issuer, and FTAC EMLD Merger Sub Inc.
• The securities were received as part of the Issuer's business combination, specifically the Merger Agreement dated July 24, 2024.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The transactions are routine for an executive's equity compensation, involving the vesting of RSUs and a non-discretionary sale to cover taxes, rather than a strategic or discretionary move.

Positives

• The vesting of restricted stock units indicates Mr. Repass's continued service to the company and the fulfillment of vesting conditions, including a significant liquidity event (merger).
• The 'sell to cover' transaction demonstrates compliance with tax obligations related to equity compensation.

Negatives

• A reduction in direct beneficial ownership of common stock by 176 shares, although non-discretionary, slightly decreases the CFO's direct stake.

Future Outlook

The remaining restricted stock units will continue to vest in 48 equal monthly installments, subject to Mr. Repass's continued service through the applicable vesting dates.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that insider transactions, particularly 'sell to cover' events, are common occurrences in publicly traded companies as executives manage their equity compensation and associated tax liabilities. These transactions typically do not reflect a change in management's outlook on the company's fundamentals.

Related Party Transactions

• The 'sell to cover' transaction was mandated by the Issuer's election, indicating a direct interaction between the company and its Chief Financial Officer regarding equity compensation and tax obligations.

Stakeholder Impact

• Shareholders: Minimal impact as the sale was non-discretionary and for tax purposes, not indicative of a change in management sentiment or company fundamentals.
• Employees: The vesting of RSUs and subsequent tax handling is a standard practice for executive compensation, aligning with typical employee equity programs.

Next Steps

• Continued vesting of Mr. Repass's remaining restricted stock units in 48 equal monthly installments, contingent on his continued service.

Key Dates

Keywords

Fold Holdings, FLD, Wolfe Repass, Chief Financial Officer, Insider Transaction, Form 4, Restricted Stock Units, RSU Vesting, Sell to Cover, Equity Compensation, Merger, Common Stock