William Brian Poppic Reeves - Feb 14, 2025 Form 4 Insider Report for Fold Holdings, Inc. (FLD)

Role: Chief Executive Officer, Director
Signature: /s/ Will Reeves, Chief Executive Officer
Stock symbol: FLD
Transactions as of: Feb 14, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/12/2025, 10:18 AM
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLD	Common Stock	Award		+2.49M			2.49M	Feb 14, 2025	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FLD	Restricted Stock Units	Award		+11.5K			11.5K	Feb 14, 2025	Common Stock	11.5K	$0.35	Direct	F3, F4
transaction	FLD	Restricted Stock Units	Award		+51.6K			51.6K	Feb 14, 2025	Common Stock	51.6K		Direct	F1, F3, F5
transaction	FLD	Restricted Stock Units	Award		+554K			554K	Feb 14, 2025	Common Stock	554K		Direct	F1, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Not applicable.
F2	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 share of Legacy Fold common stock was automatically converted into the right to receive 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) (the "Registration Statement").
F3	Represents securities received as part of the Merger Agreement, 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 Registration Statement.
F4	The restricted stock units vest (i) in 48 equal monthly installments beginning on March 23, 2021, subject to Mr. Reeves' continued service through the applicable vesting date, and (ii) if and to the extent not already vested, in the case of termination of Mr. Reeves' employment without cause or resignation following: (A) a material adverse change in his job position causing such position to be of materially less stature or responsibility or (B) a change by the Company (or a successor company) in his principal work location by more than 60 miles, in each case, within twelve months after a "change in control" as such terms are defined in the Issuer's 2019 Equity Incentive Plan.
F5	The restricted stock units vest as to one-fourth of the underlying shares beginning on October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock.
F6	The restricted stock units vest as to one-fourth of the underlying shares beginning on December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition is satisfied upon the first to occur, on or prior to the seventh anniversary of the grant date, of a change in control of the Issuer or an initial public offering of the Issuer Common Stock, subject to Mr. Reeves' continued service through the consummation of such change in control or initial public offering.