Insider Trading April 21, 2026 09:34 PM

Fold Holdings CFO completes sell-to-cover transaction after RSU conversion; company posts Q4 revenue shortfall

Repass Wolfe sold 236 shares to satisfy tax withholding after converting RSUs; Fold reports weaker-than-expected Q4 revenue and sees analyst price-target reductions

By Leila Farooq FLD
Fold Holdings CFO completes sell-to-cover transaction after RSU conversion; company posts Q4 revenue shortfall
FLD

Fold Holdings Chief Financial Officer Repass Wolfe sold 236 shares of company stock on April 20, 2026, at $1.50 per share in a mandated sell-to-cover to meet tax withholding obligations tied to vested restricted stock units. The sale followed a conversion of 695 RSUs into common stock on April 17, 2026. Fold's shares have been under pressure over the prior year and the firm reported a revenue miss for fiscal 2025 Q4. Several analysts trimmed price targets while maintaining positive ratings as the company pursues product launches and debt reduction.

Key Points

  • CFO Repass Wolfe sold 236 shares on April 20, 2026, at $1.50 per share to cover tax withholding related to vested RSUs; the sale was mandated by the issuer and not discretionary.
  • Prior to that sale, Wolfe converted 695 restricted stock units into common shares on April 17, 2026; RSUs originated from the July 24, 2024 business combination and vested in part due to the liquidity event on February 14, 2025.
  • Fold Holdings reported $9.1 million in revenue for fiscal 2025 Q4, missing the $10.89 million forecast; transaction volume fell 8.5% quarter-over-quarter amid a weaker crypto environment, and analysts lowered price targets while maintaining positive ratings.

Transaction specifics

Repass Wolfe, Chief Financial Officer of Fold Holdings, Inc. (NASDAQ: FLD), executed a transaction on April 20, 2026, selling 236 shares of the company’s common stock at $1.50 per share for a total value of $354. The disposition was a sell-to-cover transaction required by the issuer to satisfy tax withholding related to the vesting and settlement of restricted stock units (RSUs) and was not a discretionary sale by Mr. Wolfe.

Background to the sale

The sale followed a conversion on April 17, 2026, when Mr. Wolfe acquired 695 shares of common stock through the one-for-one conversion of RSUs. Those restricted stock units were part of securities issued in connection with the company’s business combination and merger agreement dated July 24, 2024. The RSUs vest over time and included a liquidity-event vesting condition that was satisfied during the merger on February 14, 2025.

Post-transaction holdings

After these actions, Mr. Wolfe directly holds 728,389 shares of Fold Holdings, Inc. common stock.


Market context and recent trading

At the time of the transaction, Fold Holdings shares were trading at $1.47, close to the company’s 52-week low of $1.00. The stock has declined 63% over the past year, though it experienced a one-week gain of 29% recently. InvestingPro analysis cited within available research indicates the stock appears overvalued at current levels and exhibits high price volatility - two of twelve ProTips flagged for subscribers.


Quarterly results and analyst responses

Fold Holdings reported revenue of $9.1 million for the fourth quarter of fiscal 2025, missing the forecasted $10.89 million. The company’s revenue shortfall was attributed in part to a decline in transaction volume, which decreased by 8.5% quarter-over-quarter and was influenced by a weaker crypto environment.

Following the reported results, Cantor Fitzgerald lowered its price target for Fold Holdings to $2.00 from $4.50, while retaining an Overweight rating. Separately, H.C. Wainwright cut its price target to $3.00 from $7.00 and continued to carry a Buy rating, citing current trading patterns while expressing optimism about product rollouts.


Company initiatives

Fold Holdings has been pursuing strategic activities including the rollout of a Bitcoin Rewards Credit Card and measures aimed at significantly reducing debt. These initiatives were highlighted alongside the firm’s recent operating results.


Where to find further analysis

For investors seeking additional detail on Fold Holdings’ financial position and broader analysis, a Pro Research Report for this company is available on InvestingPro, alongside reports for over 1,400 other U.S. equities.

Note: The sale by Mr. Wolfe was executed to meet tax withholding obligations tied to RSU vesting and is described as a mandated sell-to-cover rather than a discretionary sale.

Risks

  • Revenue shortfall risk: Fold’s Q4 revenue of $9.1 million missed the $10.89 million forecast, indicating potential near-term revenue pressure - this impacts the financials and investor sentiment in the fintech/crypto-adjacent sector.
  • Volatility and valuation concerns: InvestingPro notes that the stock appears overvalued and trades with high price volatility, which could present risk for equity investors in small-cap, crypto-exposed companies.
  • Transaction-volume sensitivity: The company’s revenue was partly affected by an 8.5% quarter-over-quarter decline in transaction volume tied to a weaker crypto environment, highlighting exposure to crypto market fluctuations that affect payment and rewards product performance.

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