8-K: Fold Holdings Reports Strong Q3 2025 Growth

Fold Holdings, Inc. announced robust third-quarter 2025 financial and operational results, including a 41% YoY revenue increase and strategic advancements in its bitcoin rewards programs.

Summary

• Revenue reached $7.4 million, marking a 41% year-over-year (YoY) increase for Q3 2025.
• Net Income for Q3 2025 was $0.6 million.
• Adjusted EBITDA (Loss) for Q3 2025 was ($4.2) million.
• Earnings Per Share for Q3 2025 stood at $0.01 per share.
• Total Transaction Volume increased by 43% YoY to $235 million.
• Total Active Accounts surpassed 625,000, with an addition of 7,500 new accounts in the quarter.
• Total Verified Accounts exceeded 82,000, adding 2,000 new verified accounts during the quarter.
• Bitcoin Investment Treasury Holdings were 1,526 BTC as of November 6, 2025, valued at approximately $154 million.
• A partnership with Visa and Stripe for the upcoming Fold Bitcoin Rewards Credit Card was formalized.
• The Fold Bitcoin Gift Card gained significant traction, now available at Kroger and through a nationwide partnership with Steak n Shake.
• A $45 million revolving credit facility was secured from Two Prime Lending.
• An existing $250 million equity purchase facility is maintained.
• No bitcoin has been sold since the company went public.

Sentiment

Score: 8

Explanation: The company reported strong revenue and transaction volume growth, achieved net income for the quarter, and made significant strategic progress with new product launches and partnerships. The securing of a new credit facility also enhances financial flexibility. While Adjusted EBITDA remains negative, the overall trajectory and strategic execution are positive.

Positives

• Revenue increased 41% YoY to $7.4 million in Q3 2025, demonstrating strong top-line growth.
• Net income of $0.6 million for Q3 2025 represents a significant improvement from a substantial loss in the prior year.
• Total Transaction Volume grew 43% YoY to $235 million, indicating increased user engagement and platform activity.
• Active accounts surpassed 625,000, with 7,500 new accounts added, and verified accounts exceeded 82,000, adding 2,000 new verified accounts.
• Formalized partnership with Visa and Stripe for the upcoming Fold Bitcoin Rewards Credit Card, laying a strong foundation for future product offerings.
• Expanded distribution for the Fold Bitcoin Gift Card, including availability at Kroger and a nationwide partnership with Steak n Shake, enhancing customer acquisition channels.
• Secured a $45 million revolving credit facility from Two Prime Lending, increasing financial liquidity and strategic flexibility.
• Maintains a substantial Bitcoin Investment Treasury of 1,526 BTC, valued at approximately $154 million as of November 6, 2025, aligning with a long-term bitcoin strategy.
• Management has not sold a single bitcoin since going public, reinforcing a disciplined, long-term holding strategy.

Negatives

• Adjusted EBITDA (Loss) was ($4.2) million for Q3 2025, indicating ongoing operational losses when non-cash items are excluded.
• Cash and cash equivalents decreased from $18.3 million at December 31, 2024, to $6.6 million at September 30, 2025.
• Operating loss for Q3 2025 was ($5.9) million, and for the nine months ended September 30, 2025, it was ($21.7) million.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions could adversely affect operations.
• Failure to realize the anticipated benefits of the business combination with FTAC Emerald Acquisition Corp. poses a risk.
• The effect of the consummation of the business combination on business relationships, performance, and general business could be negative.
• The ability to implement business plans and identify and realize additional opportunities after the business combination may be challenging.
• The company operates in a highly competitive industry with risks of downturns, new entrants, and a changing regulatory landscape.
• Volatility in the market price of bitcoin could significantly impact financial results and treasury value.
• The ability to gain full access to the equity purchase facility (ELOC) is dependent on stockholder approval and other conditions, and can be limited if the investor's holding exceeds 9.99% of common stock.

Future Outlook

Fold anticipates continued expansion of its product suite, including the launch of the Fold Bitcoin Rewards Credit Card and further retail distribution for the Fold Bitcoin Gift Card. The company expects to expand custody and trading services to more users and states, aiming for sustained growth in 2026 and beyond by reinforcing its mission to make bitcoin accessible, usable, and rewarding.

Management Comments

• "We delivered a strong third quarter, with consistent growth across core metrics and clear execution on the priorities we set earlier this year." Will Reeves, CEO.
• "Fold continues to scale as we expand the product suite and make bitcoin part of peoples everyday financial experiences." Will Reeves, CEO.
• "This quarter marked several important milestones. We formalized our partnership with Visa and Stripe for the upcoming Fold Bitcoin Rewards Credit CardTM, laying the foundation for what we believe will be the standard for bitcoin rewards programs, built on trusted infrastructure with broad market reach." Will Reeves, CEO.
• "Through our distribution networks, we expect to continue to expand across additional retail outlets in the near term, making bitcoin more accessible at checkout for millions of consumers." Will Reeves, CEO.
• "Our bitcoin treasury remains a core part of Folds long-term strategy. As of November 6, 2025, we held 1,526 bitcoin, valued at approximately $154 million as of that date. Our approach remains disciplined. We have not sold a single bitcoin since going public, and we continue to build our position judiciously." Will Reeves, CEO.
• "With a durable business model, a strong balance sheet, and a growing product suite, we believe Fold is well-positioned for sustained growth in 2026 and beyond." Will Reeves, CEO.

Industry Context

Fold Holdings operates in the rapidly evolving bitcoin financial services sector, aiming to bridge traditional finance with cryptocurrency. Its focus on bitcoin rewards programs, credit cards, and gift cards positions it against both traditional financial institutions and emerging crypto-native platforms. The partnerships with Visa and Stripe for its credit card and retail distribution with Kroger and Steak n Shake suggest a strategy of leveraging established infrastructure and broad consumer reach to drive bitcoin adoption, differentiating it from purely crypto-exchange-based models. The company's significant bitcoin treasury holdings also align with a long-term bullish view on bitcoin, a common theme among crypto-focused entities.

Comparison to Industry Standards

• The company aims for its upcoming Fold Bitcoin Rewards Credit Card to be "the standard for bitcoin rewards programs," implying a competitive ambition but without specific comparative metrics to other companies or projects.
• No specific comparisons to other companies' financial results or project benchmarks are provided in the filing.

Related Party Transactions

• A March 2025 convertible note related party, with a balance of $60,750,183 at September 30, 2025.
• Proceeds from convertible debt received in digital assets related party of $43,965,525 for the nine months ended September 30, 2025.
• Distributions of digital assets for prepaid interest related party of $2,313,975 for the nine months ended September 30, 2025.

Stakeholder Impact

• Shareholders: Positive impact due to strong revenue growth, net income, strategic partnerships, and increased liquidity, potentially leading to increased share value.
• Customers: Enhanced product offerings (Bitcoin Rewards Credit Card, Gift Card expansion) and expanded services (custody, trading) provide more ways to earn and use bitcoin.
• Employees: Continued growth and strategic initiatives suggest a stable and expanding company, potentially offering more opportunities.
• Creditors: The new $45 million revolving credit facility and existing equity purchase facility provide additional security and flexibility.

Next Steps

• Launch of the Fold Bitcoin Rewards Credit Card.
• Expansion of Fold Bitcoin Gift Card distribution to additional retail outlets.
• Opening exchange to an expanded user base and additional states.
• Enhanced funding options and larger order acceptance for custody and trading.
• Continued accumulation of bitcoin for the treasury.

Key Dates

Recommendation

The company demonstrates strong operational growth with significant year-over-year increases in revenue and transaction volume, indicating growing adoption of its bitcoin-centric financial services. Achieving net income for the quarter, despite a negative Adjusted EBITDA, shows progress towards profitability. Strategic partnerships with Visa, Stripe, Kroger, and Steak n Shake, along with the upcoming credit card launch, position Fold for continued expansion and market penetration. The substantial bitcoin treasury and new credit facility provide financial flexibility and align with a long-term bullish outlook on bitcoin. These factors suggest a positive trajectory and strong growth potential for investors.

Keywords

Bitcoin, financial services, crypto rewards, cryptocurrency, digital assets, fintech, blockchain, Q3 earnings, revenue growth, transaction volume, credit card, gift card, capital raise, NASDAQ: FLD