Insider Trading April 3, 2026

Fold CFO Sells Small Stake to Meet Tax Withholding as Company Faces Revenue Shortfall

Wolfe Repass liquidated 1,326 shares to cover taxes after RSU vesting as Fold reports Q4 revenue below estimates and analysts cut targets

By Marcus Reed FLD
Fold CFO Sells Small Stake to Meet Tax Withholding as Company Faces Revenue Shortfall
FLD

Fold Holdings CFO Wolfe Repass sold 1,326 shares on April 2, 2026, to satisfy tax-withholding obligations tied to the vesting and settlement of restricted stock units. The transaction, described as non-discretionary, coincides with a period in which Fold's shares have declined sharply and the company reported a revenue miss for fiscal 2025 Q4, prompting analyst price-target reductions despite continued Buy/Overweight ratings from some firms.

Key Points

  • Insider transaction - CFO Wolfe Repass sold 1,326 shares on April 2, 2026 at $1.222 to meet tax withholding obligations tied to RSU vesting; sale was non-discretionary.
  • Equity and ownership - On April 1, 2026 Repass received 4,194 shares through RSU conversion; following the transactions he directly owns 245,641 shares of Fold Holdings.
  • Financial and analyst reaction - Fold reported Q4 fiscal 2025 revenue of $9.1 million versus a $10.89 million estimate; Cantor Fitzgerald and H.C. Wainwright cut price targets but kept Overweight/Buy ratings, while the company highlighted a Bitcoin Rewards Credit Card launch and debt-reduction plans.

Fold Holdings, Inc. (NASDAQ:FLD) Chief Financial Officer Wolfe Repass executed a sale of 1,326 shares of common stock on April 2, 2026, at $1.222 per share, producing gross proceeds of roughly $1,620. Company filings indicate the disposition was undertaken to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units and was not a discretionary sale by Mr. Repass.

The transaction followed an automatic conversion of restricted stock units on April 1, 2026, when Repass received a total of 4,194 shares of Common Stock and Restricted Stock Units that convert into common stock on a one-for-one basis. After accounting for the conversion and the April 2 sale, Repass now directly holds 245,641 shares of Fold Holdings common stock.

At the time of the disclosed sale, FLD shares were trading at $1.25, a price level representing a 73% decline over the prior 12 months. Additional market commentary from InvestingPro noted the shares appear undervalued at current levels, even as an InvestingPro tip flagged that the stock had performed poorly over the past month and had fallen 52% year-to-date.

Investor attention to insider holdings and recent company performance comes as Fold released its fourth-quarter fiscal 2025 results showing revenue of $9.1 million. That figure missed consensus estimates of $10.89 million and coincided with a decline in transaction volume of 8.5%, which the company attributed to a weaker crypto environment.

Analysts responded to the quarterly report with adjustments to their valuations. Cantor Fitzgerald lowered its price target on Fold from $4.50 to $2.00, citing the revenue shortfall and reduced transaction volume, while maintaining an Overweight rating. H.C. Wainwright also reduced its target, moving it from $7.00 to $3.00, but reaffirmed a Buy rating and pointed to ongoing optimism about the company's product pipeline despite current trading patterns.

Fold has emphasized several strategic initiatives in its communications, including the launch of a Bitcoin Rewards Credit Card and steps aimed at materially reducing debt on its balance sheet. These initiatives, alongside the earnings miss and analyst target changes, have contributed to heightened investor and analyst scrutiny.


Context and immediate implications

The CFO's sale was explicitly tied to tax obligations from equity compensation and was characterized as non-discretionary. While the size of the sale is modest relative to total insider holdings, it arrives during a period of notable share-price deterioration and when the company is adjusting to lower transaction volumes tied to the crypto market.

Observations and further detail on Fold's valuation and analyst coverage, including an InvestingPro Pro Research Report on FLD and more than 1,400 other U.S. equities, are available through InvestingPro.

Risks

  • Revenue shortfall - Q4 revenue of $9.1 million missed the $10.89 million estimate, creating near-term earnings and guidance risk for investors in fintech and payments-focused equities.
  • Volume sensitivity to crypto market - Transaction volume declined 8.5% amid a weaker crypto environment, indicating exposure of Fold's business to cryptocurrency market conditions and related volatility.
  • Share-price pressure and analyst target cuts - Substantial share declines (73% over 12 months, 52% year-to-date) and reduced price targets from some brokers increase market-perception risk for shareholders in consumer crypto-payments and fintech sectors.

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