Insider Trading February 20, 2026

Fold Holdings CFO Wolfe Repass Sells Shares to Cover RSU Taxes as Company Unveils 2026 Strategy

Transaction and RSU conversions occur as Fold prepares a streamlined bitcoin offering and adjusts loan terms

By Maya Rios FLD
Fold Holdings CFO Wolfe Repass Sells Shares to Cover RSU Taxes as Company Unveils 2026 Strategy
FLD

Fold Holdings Chief Financial Officer Wolfe Repass sold 21,857 shares on February 19, 2026 to satisfy tax-withholding obligations tied to restricted stock units, while converting a larger block of RSUs into common stock across February 18-19. The moves unfold as the company outlines a simplified bitcoin services plan, secures inclusion in the Russell 2000 Index, and renegotiates loan terms with Two Prime Lending Limited.

Key Points

  • CFO Wolfe Repass sold 21,857 shares on February 19, 2026 at $1.484 per share to cover tax withholding from RSU vesting.
  • Repass converted restricted stock units into 48,186 common shares on February 18 and 19, 2026.
  • Fold announced a 2026 plan to simplify bitcoin services by cutting subscription fees and introducing a credit card with up to 4% back in bitcoin; the company was added to the Russell 2000 Index.
  • The company amended its Master Loan Agreement with Two Prime Lending Limited, raising the interest rate from 6.5% to 8.5% and reducing the Initial Collateral Level from 250% to 160%.

Fold Holdings, Inc. (NASDAQ:FLD) disclosed that Chief Financial Officer Wolfe Repass executed an open-market sale of 21,857 shares of common stock on February 19, 2026, at a price of $1.484 per share. The transaction generated roughly $32,435 and was made to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units.

Separately, Repass converted restricted stock units into common shares on February 18 and February 19, 2026, resulting in the acquisition of a combined 48,186 shares of Fold Holdings common stock. The sale and the RSU conversions occurred as FLD shares trade near a 52-week low of $1.40 and remain down 79% over the last 12 months.

InvestingPro commentary, cited alongside the filings, indicates the stock may be modestly undervalued at current levels and notes a low earnings multiple. The platform also references 14 additional InvestingPro Tips and a full Pro Research Report for investors seeking deeper analysis ahead of Fold Holdings’ February 25 earnings release.

In corporate developments, Fold has announced a 2026 strategic plan focused on simplifying its bitcoin-related services. A letter from CEO Will Reeves outlines changes that include removing subscription fees and launching a new credit card product capable of returning up to 4% back in bitcoin.

The company also confirmed its inclusion in the Russell 2000 Index, a benchmark for smaller U.S. companies. CEO Will Reeves characterized the index inclusion as an important milestone that should raise the company’s visibility among investors.

On the financing front, Fold Holdings amended its Master Loan Agreement with Two Prime Lending Limited. The amendment increases the interest rate on the facility from 6.5% to 8.5% per annum. It also modifies collateral requirements, lowering the Initial Collateral Level from 250% to 160%, along with other contractual adjustments disclosed in the amendment.

Collectively, the insider transactions, strategic product shifts, index inclusion, and loan amendment sketch a series of concurrent developments as Fold prepares for its upcoming earnings report. The filings show both personal tax-related liquidity moves by a senior executive and company-level changes intended to refine its financial position and market proposition.

Risks

  • Share price weakness: FLD shares are trading near a 52-week low of $1.40 and are down 79% over the past year, which may reflect market concerns about the company and impacts small-cap equity markets.
  • Higher borrowing cost: The loan amendment increases the interest rate to 8.5% per annum, potentially raising financing costs and affecting the company’s balance sheet and credit sensitivity in the financial sector.
  • Collateral and covenant adjustments: Changes to collateral requirements and other amendments to the Master Loan Agreement introduce uncertainty around financing terms and collateral availability, relevant to creditors and the company’s liquidity profile.

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