Repass Wolfe 4
4 · Fold Holdings, Inc. · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CFO Repass Wolfe Sells 176 Shares (Sell‑to‑Cover)
What Happened Repass Wolfe, Chief Financial Officer of Fold Holdings (FLD), had 695 restricted stock units convert into 695 shares on March 19, 2026. A portion of those shares (176) were sold in an open‑market "sell‑to‑cover" transaction on March 20, 2026 at $1.25 per share for total reported proceeds of $219. Net from the settlement and the sell‑to‑cover, Wolfe retained a net increase of 519 shares (695 acquired minus 176 sold). The sale was a mandatory tax‑withholding transaction, not a discretionary cash‑out.
Key Details
- Transaction dates: RSU conversion on 2026-03-19; open‑market sale of 176 shares on 2026-03-20 at $1.25/share (proceeds $219).
- Acquired: 695 shares (conversion of RSUs); Disposed: 176 shares sold; derivative (RSU) entries reflect the conversion of 695 RSUs into common stock.
- Shares owned after transaction: the filing does not state total beneficial ownership; net increase from this event = +519 shares.
- Notable footnotes: F2 confirms the 176‑share sale was a mandatory "sell‑to‑cover" for tax withholding; F1 notes RSUs convert 1:1 to common stock; F4/F5 describe vesting schedule and conversion of Legacy Fold RSUs in the 2025 merger.
- Filing: Form filed 2026-03-23 covering the 3/19–3/20 transactions (filed four days after the March 19 conversion; Form 4s are typically due within two business days of a transaction).
Context This filing reflects an RSU settlement followed by a routine sell‑to‑cover to satisfy tax withholding — common for equity compensation and not generally viewed as a voluntary bearish signal. The derivative entries represent RSU conversion (not a market purchase), and only the 176 shares were sold on the open market. Purchases by insiders are generally more informative than mandated withholding sales.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-03-19+695→ 242,949 total - Sale
Common Stock
[F2]2026-03-20$1.25/sh−176$219→ 242,773 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-03-19−695→ 1,390 total→ Common Stock (695 underlying)
Footnotes (5)
- [F1]Restricted stock units convert into common stock on a one-for-one basis.
- [F2]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.
- [F3]Not applicable.
- [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 was deemed met upon the merger of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger").
- [F5]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).