Wolfe Repass, Chief Financial Officer of Fold Holdings, Inc., filed a Form 4 on November 3, 2026, disclosing RSU vestings and a mandatory tax-withholding sale of common stock on October 30 and November 2, 2026.

Key Highlights

  • RSU conversions: Repass acquired a total of 4,197 shares of common stock through three separate "M" (conversion) transactions on October 30, 2026, converting restricted stock units on a one-for-one basis.
  • Mandatory sale: On November 2, 2026, Repass sold 1,157 shares at $0.552 per share to satisfy tax withholding obligations connected to the RSU vestings, described in the filing as a "sell to cover" transaction mandated by the issuer.
  • Post-transaction ownership: Following all reported transactions, Repass directly beneficially owned 743,155 shares of common stock.
  • Remaining RSU holdings: After the transactions, Repass held 10,555, 172, and 29,256 restricted stock units under three separate RSU awards, respectively.
  • Merger context: The RSUs were originally Legacy Fold awards converted pursuant to a merger agreement dated July 24, 2024, involving Fold Holdings, Inc. (formerly FTAC Emerald Acquisition Corp.) and Fold, Inc.
  • Exchange and ticker: Fold Holdings, Inc. trades under NASDAQ:FLD.

Repass RSU Vestings and Tax-Cover Sale at Fold Holdings

According to the filing, Wolfe Repass, serving as Chief Financial Officer of Fold Holdings, Inc. (NASDAQ:FLD), reported three conversion transactions on October 30, 2026. In these transactions, restricted stock units were converted into common stock on a one-for-one basis, adding 2,639 shares, 18 shares, and 1,540 shares, respectively, bringing his directly held common stock balance to 744,312 shares before the subsequent sale.

On November 2, 2026, the filing reports that Repass sold 1,157 shares of common stock at a price of $0.552 per share. The filing states that this sale "represents shares sold by Mr. Repass to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units" and that 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." Following this sale, his directly held common stock balance stood at 743,155 shares.

The RSUs reported were originally awards held in Legacy Fold that were automatically converted into Fold Holdings RSU awards pursuant to the Agreement and Plan of Merger dated July 24, 2024, involving the issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc., and Fold, Inc. The liquidity event vesting condition for all three RSU tranches reported was deemed satisfied upon that merger. The vesting schedules for the three tranches began on March 1, 2024, September 1, 2024, and June 1, 2025, respectively, each vesting as to one-fourth of the underlying shares on the applicable start date and thereafter in 48 equal monthly installments, subject to continued service.

What Was Disclosed

Fold Holdings CFO Wolfe Repass disclosed the vesting and conversion of 4,197 restricted stock units into common stock on October 30, 2026, followed by a company-mandated sale of 1,157 shares at $0.552 on November 2, 2026, to cover associated tax withholding obligations.