10-K: Fold Holdings Reports Revenue Growth Amidst Widening Losses

Fold Holdings, a bitcoin-focused financial services company, reported a 34% increase in net revenue for 2025, but also a significant rise in operating and net losses, alongside new product launches and debt restructuring.

Summary

• Net revenue increased by 34% to $31.8 million for the fiscal year ended December 31, 2025, up from $23.8 million in 2024.
• Operating loss significantly widened to $27.7 million in 2025, compared to $5.8 million in 2024.
• Net loss increased to $69.6 million in 2025 from $65.1 million in 2024.
• Adjusted EBITDA decreased by 173% to a loss of $17.2 million in 2025, from a loss of $6.3 million in 2024.
• Cash and cash equivalents decreased by 58% to $7.7 million as of December 31, 2025, from $18.3 million as of December 31, 2024.
• The company launched the Fold Bitcoin Gift Card in May 2025 and the Fold Credit Card on a limited basis in March 2026.
• The Employee Bitcoin Bonus program was introduced in January 2026, with Steak 'n Shake as the first partner.
• Total bitcoin held in treasury increased to 1,606 BTC ($140.5 million) as of December 31, 2025, from 1,094 BTC ($102.1 million) in 2024.
• A material weakness in internal control over financial reporting was identified regarding complex debt and equity transactions, with remediation efforts underway.
• The company repaid $66.3 million in principal debt outstanding in February 2026, including a $27.5 million cash repayment and 500 bitcoin.
• A new $13.0 million senior unsecured promissory note was secured from SATS Credit Fund L.P. (a related party) in February 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging period for Fold Holdings, marked by significant increases in losses and cash burn, despite revenue growth and new product launches. The material weakness in internal controls and the sharp decline in stock price contribute to a negative sentiment, indicating substantial operational and financial hurdles ahead.

Positives

• Net revenue increased by 34% to $31.8 million in 2025, driven by merchant offers and new product launches.
• Successfully launched new products including the Fold Bitcoin Gift Card (May 2025), Fold Credit Card (limited launch March 2026), and Employee Bitcoin Bonus program (January 2026).
• Increased customer base, adding nearly 13,000 Verified Accounts in 2025, bringing the total to nearly 84,000.
• Processed over $3.5 billion in Transaction Volume from inception through December 31, 2025, averaging over $78 million per month in 2025.
• Maintained a strong bitcoin treasury, holding 1,606 BTC valued at $140.5 million as of December 31, 2025.
• Remediated previously reported material weaknesses in internal control over financial reporting.
• Secured a new $13.0 million senior unsecured promissory note in February 2026, providing additional liquidity.

Negatives

• Operating loss significantly increased by 377% to $27.7 million in 2025 from $5.8 million in 2024.
• Net loss increased by 7% to $69.6 million in 2025 from $65.1 million in 2024.
• Adjusted EBITDA decreased by 173% to a loss of $17.2 million in 2025 from a loss of $6.3 million in 2024, indicating deeper operational losses.
• Cash and cash equivalents decreased by 58% to $7.7 million as of December 31, 2025, from $18.3 million in 2024.
• Net cash used in operating activities increased significantly to $16.1 million in 2025 from $3.3 million in 2024.
• Accumulated deficit reached $170.9 million as of December 31, 2025.
• Identified a material weakness in internal control over financial reporting related to complex debt and equity transactions.
• The market price of common stock has steeply declined over the past year, from $6.20 on March 31, 2025, to $1.19 on March 13, 2026, raising concerns about Nasdaq's minimum bid price requirement.
• The Fold Credit Card launch is on a limited basis and is subject to obtaining necessary third-party approvals and lender financing, with no guarantee of broader release.

Risks

• Operating results will significantly fluctuate due to the highly volatile nature of bitcoin.
• Volatility in the price of bitcoin could limit options in obtaining cash funding on favorable terms and lead to losses.
• Reliance upon third-party partners (e.g., BitGo, Sutton Bank, Celtic Bank, Stripe) for core services, with potential disruptions if relationships end or partners fail.
• Extensive, highly-evolving, and uncertain regulatory landscape, with potential for adverse changes or non-compliance leading to fines, license revocations, or service suspensions.
• Failure to safeguard and manage fiat currencies and bitcoin by the company or its third-party partners could adversely impact the business.
• The slowing or stopping of the development or acceptance of bitcoin and bitcoin-based technologies could materially adversely affect business adoption.
• Insolvency of BitGo or other custodial partners could lead to loss of customer or proprietary bitcoin assets.
• Theft, loss, or destruction of private keys required to access any bitcoin may be irreversible.
• History of negative cash flows and potential inability to generate sufficient cash flow to service obligations.
• Inability to retain existing customers or add new customers, or decreased engagement with products, services, and platform.
• Operating expenses may increase, and the company may not achieve profitability or positive cash flow consistently.
• Failure to effectively scale the business or maintain and improve systems and processes.
• Services must integrate with a variety of operating systems and third-party platforms (e.g., Apple App Store, Google Play), and changes could adversely affect business.
• Products and services may be exploited to facilitate illegal activity such as fraud, money laundering, or sanctions violations.
• Compliance and risk management methods might not be effective, leading to adverse outcomes.
• Uncertainty regarding bitcoin's status as a security and potential regulatory scrutiny or enforcement actions.
• Future technological and operational developments regarding crypto assets may increase tax uncertainty.
• Changes in card network rules or standards could adversely affect the business.
• The Fold Credit Card is a new and complex product, with risks related to attracting cardholders, profitability, and potential responsibility for significant fraud losses.
• Dilution to existing stockholders from the Equity Purchase Facility with SZOP and potential future equity sales.
• Inability to access the full amount available under the Equity Purchase Facility with SZOP.
• Loss of one or more key personnel or failure to attract and retain other highly qualified personnel in the future.
• Employee or service provider misconduct or error.
• Market price volatility of common stock, with a risk of falling below Nasdaq's minimum bid price of $1.00.
• No intention to pay dividends on common stock for the foreseeable future.
• Requirements of being a public company, including compliance with reporting requirements, may strain resources and increase costs.
• Management has limited experience in operating a public company.
• Implementation of artificial intelligence technologies may result in legal and regulatory risks, reputational harm, or other adverse consequences to the business.
• Adverse economic conditions, geopolitical risk, business cycles, and overall consumer, business, and government spending could negatively affect the business.
• Remote-first company structure subjects the company to heightened operational risks.
• Changes to, or changes to interpretations of, U.S. federal, state, local, or other jurisdictional tax laws could have a material adverse effect on the business.
• Risk of securities litigation or stockholder activism.

Future Outlook

Fold Holdings plans to continue building an integrated financial system by expanding existing offerings and introducing new products to attract and engage customers. The company intends to scale adoption through partnerships with major retailers, employers, and financial institutions, focusing on capital-efficient growth via organic and paid marketing channels. Management expects custody and trading to become a significant growth driver, with plans to refine onboarding, funding options, systems architecture, and geographic footprint. The company also aims to maintain institutional trust and safety at scale and build a durable foundation for long-term growth, leveraging its Investment Treasury for operational flexibility and potential financing.

Management Comments

• "We expect to continue to innovate in the bitcoin consumer financial services space over the coming years."
• "We have designed each of our core product lines to be product-level profitable at scale, inclusive of the contra-revenue effect of rewards, and we believe we are well positioned to scale those lines."
• "We believe that a solid trust foundation is critical for continued user adoption and in building a positive brand image, both of which are crucial for our long-term success."
• "Fold views this treasury strategy as a reflection of alignment between Fold and its customers, providing exposure to the long-term value of bitcoin while supporting the financial strength and durability of the operating business."
• "Fold considers its treasury allocation to be part of a disciplined capital strategy designed to support long-term operations and stockholder interests, rather than short-term financial outcomes."
• "We expect that each of these releases will further enhance our existing market position and drive increased volumes across the platform."
• "We expect that any proceeds received by it from the Facility will be used for, without limitation, purchasing additional bitcoin for the Company’s corporate treasury, working capital, and general corporate purposes."
• "Management expects that the Company’s existing cash and cash equivalents, accounts receivable, financing available from the Facility, and digital assets on hand through the date of filing, will be sufficient to enable the Company to fund its anticipated level of operations through one year from the date of this report."
• "We may continue to pursue additional capital via various capital instruments in the future, however, such funding may not be available on terms acceptable to us or at all."

Industry Context

StockSavvy.ai notes that Fold Holdings operates in the rapidly evolving and competitive bitcoin-focused financial services industry, which is experiencing significant transformation driven by technological advancements, changing consumer behavior, and regulatory developments. The company's strategy to integrate bitcoin into traditional financial products aligns with broader trends of increasing bitcoin adoption, particularly among younger demographics (Millennials and Gen Z) who view it as a core financial component. The industry faces challenges from a still-developing and uncertain regulatory landscape, as well as intense competition from both traditional financial firms entering the bitcoin market (e.g., Block, Robinhood, Coinbase, PayPal) and other crypto-focused companies. The recent launch of spot bitcoin ETFs and increased institutional adoption further legitimizes bitcoin as an asset, potentially expanding Fold's addressable market, but also intensifying competition. The macroeconomic factors, including bitcoin price volatility and central bank monetary policies, significantly impact the company's operating results and funding options.

Comparison to Industry Standards

• Fold's launch of a bitcoin rewards debit card in 2020 and a bitcoin gift card in May 2025 positions it as an early innovator in integrating bitcoin into everyday consumer finance, differentiating it from traditional exchanges like Coinbase or Kraken that primarily focus on trading.
• The limited launch of the Fold Credit Card in March 2026 places it in direct competition with other consumer cryptocurrency and cash rewards cards such as the Coinbase One Card, Robinhood Gold Card, Gemini Credit Card, Venmo Credit Card, and Discover Cash Back Debit Card. Fold's offering of up to 4.0% back in bitcoin aims to be competitive in this space.
• Fold's reliance on third-party partners like BitGo for custody and Sutton Bank for FDIC-insured accounts is a common model for fintechs operating in regulated financial services, similar to how many neobanks operate.
• The company's significant operating losses and negative cash flows are not uncommon for emerging growth companies in innovative, high-growth sectors, especially those investing heavily in product development and market expansion, but the magnitude of the increase in losses (377% operating loss increase) warrants close monitoring compared to industry peers.
• The company's customer demographic (83% aged 25-54, 71% with household incomes over $100,000, 81% with credit scores over 700) suggests it is targeting a financially strong segment, which could be a competitive advantage in a volatile market.

Management Changes

Corporate Governance

Legal Proceedings

• Defendant in a bankruptcy clawback proceeding (PCT Litigation Trust v. Fold Holdings, Inc., Adv. Pro. No. 25-52024 (JKS)) filed on August 14, 2025, by the litigation trust for Prime Core Technologies, Inc., seeking recovery of alleged preferential transfers. The outcome is uncertain but not expected to have a material adverse effect on financial position, liquidity, capital resources, or annual results of operations.

Related Party Transactions

• On March 6, 2025, Fold entered into a Securities Purchase Agreement (March 2025 SPA) with SATS Credit Fund, LP, an affiliate of Dr. Jonathan Kirkwood (a member of Fold's Board of Directors), for a $46.3 million Convertible Note, warrants, and 750,000 shares of Common Stock. Dr. Kirkwood recused himself from board approval.
• On February 25, 2026, the Company entered into a Purchase Agreement with SATS Credit Fund L.P. (an affiliate of the Company's lead director) for a $13.0 million senior unsecured promissory note and 520,000 shares of common stock.
• During 2024, the Company entered into a SAFE with Thesis Inc., a principal shareholder, totaling $1.0 million.
• During 2025, the Company recognized nominal amounts of revenue related to merchant offers purchased by Thesis Inc.

Stakeholder Impact

• Shareholders: Potential for significant dilution from the Equity Purchase Facility and future capital raises. Continued volatility in stock price and risk of delisting if the price falls below $1.00. No dividends expected.
• Customers: New product launches (Credit Card, Gift Card, Employee Bonus Program) aim to enhance offerings and engagement. Risks related to third-party service provider failures, cybersecurity incidents, and regulatory changes could impact service availability or asset security.
• Employees: Introduction of Employee Bitcoin Bonus program. Increased headcount in 2025. Share-based compensation is a significant component of total compensation. Risk of negative impact on morale and productivity due to remote-first structure and potential future realignments.
• Creditors: Debt restructuring in February 2026 repaid existing convertible notes but introduced a new $13.0 million unsecured promissory note. Bitcoin treasury serves as collateral for some debt, but price volatility could affect collateral value.
• Suppliers/Partners: Continued reliance on key third-party partners (Visa, Sutton Bank, BitGo, Stripe, Celtic Bank). Any disruptions or changes in relationships could impact operations.

Next Steps

• Expand existing product offerings and introduce new products to further engage existing users and attract new customers.
• Scale adoption through partnerships with major retailers, employers, and financial institutions.
• Increase investments in paid marketing and affiliate opportunities in conjunction with key product rollouts.
• Refine the onboarding experience, funding options, systems architecture, and geographic footprint for the custody and trading platform.
• Add support for enhanced funding options and open the exchange product to non-Fold cardholders in the near term.
• Continue to roll out the Fold Bitcoin Gift Card to new distribution channels throughout 2026.
• Implement remedial measures to address the material weakness in internal control over financial reporting.
• Monitor and assess the cybersecurity risk management program and invest in improvements.
• Seek stockholder approval to issue shares in excess of the Exchange Cap under the Equity Purchase Facility if needed.
• Potentially pursue additional capital via various capital instruments in the future.
• New ESPP offering period automatically commenced on March 1, 2026.
• Tom Dickman's 10b5-1 Plan allows sales from April 13, 2026, through October 13, 2026.

Key Dates

Recommendation

Fold Holdings is in a transitional phase, marked by significant product development and market expansion efforts, as evidenced by the launch of the Fold Credit Card and Bitcoin Gift Card. While revenue growth is positive, the substantial increase in operating and net losses, coupled with a material weakness in internal controls and a sharply declining stock price, indicates significant financial and operational challenges. The recent debt restructuring and new capital raise provide some liquidity, but the company's ability to achieve profitability and sustain its Nasdaq listing remains uncertain. Investors should hold to monitor the effectiveness of remediation efforts, the broader rollout and profitability of new products, and the company's ability to manage its cash burn and navigate the volatile crypto regulatory landscape.

Keywords

Bitcoin, Financial Services, Crypto Rewards, Debit Card, Credit Card, SEC Filing, 10-K, Fold Holdings, Cryptocurrency, Fintech, Digital Assets, Blockchain, Regulatory Compliance, Risk Management, Equity Facility, Convertible Notes, Public Company, Nasdaq, Sutton Bank, BitGo, Stripe, Celtic Bank