Fold Holdings, Inc.

For the period ended Apr 8, 2026. Filed Apr 8, 2026.

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Apr 8, 2026 · Filed Apr 8, 2026

FLD$0.45-7.9%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Information Statement

☐ Confidential for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a‑12

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11

April 8, 2026

Dear Stockholders:

Fold was built on a simple premise: financial systems should help people move forward.

In 2025, we focused on building the foundation required to scale a financial services platform for the bitcoin century. In 2026, we expect that foundation to convert into growth.

2025: A Foundational Year

2025 marked our first full year as a public company and a period of significant progress.

We expanded our product ecosystem, strengthened core infrastructure, and positioned Fold to operate at national scale. We now offer bitcoin financial services across all 50 states with custody provided by a federally chartered trust bank.

We also introduced and advanced the Fold Bitcoin Gift Card and set up the foundation for the Fold Bitcoin Credit Card (the "Credit Card") and the Fold Bitcoin Bonus Program.

Despite a challenging macro environment, with bitcoin shedding a significant percentage of its market cap and compressing activity across the industry, we delivered:

$31.8 million in revenue, up 34% year-over-year

$960 million in transaction volume, up 46% year-over-year

Continued growth in verified users and engagement

These results reflect a business that continues to grow through cycles by focusing on product, not speculation, and without the benefit of what we expect to be the major business catalysts that are just beginning to roll out.

2026: Transition to Scale

We believe 2026 represents the beginning of Fold’s next phase: scaling a fully integrated financial platform. We started the year strong by materially strengthening our balance sheet by eliminating $66.3M in convertible debt, reducing potential dilution, and unlocking bitcoin collateral to support future growth initiatives. The result is a simpler, more flexible capital structure aligned with long-term execution.

Our strategy is focused on increasing share of wallet, expanding distribution, and improving unit economics across a unified ecosystem.

The Credit Card as a Growth Engine

We believe the Credit Card will be our most important near-term driver.

Credit expands our total addressable market, increases transaction volume, and deepens customer engagement. It allows us to capture a larger share of everyday spending while reinforcing our core rewards model.

We expect the credit card to:

Increase lifetime value per user

Drive higher transaction volumes

Accelerate customer acquisition

Strengthen ecosystem retention

Expanding Distribution and Acquisition Channels

We are planning to continue extending beyond the app into real-world distribution:

Retail expansion through the Bitcoin Gift Card

Enterprise adoption through Fold for Business

These channels provide scalable, low-cost customer acquisition while introducing new revenue streams.

Strengthening the Core Platform

We are simplifying and upgrading the Fold experience:

Eliminating subscription fragmentation to unify the customer base

Moving to transparent, competitive pricing

Launching a redesigned app focused on accumulation and usability

Upgrading banking rails to improve speed, access, and reliability

These changes are designed to reduce friction and increase long-term engagement.

Leveraging the Treasury as an Operating Asset

Fold held 827 bitcoin in its corporate treasury as of March 17, 2026. Our treasury strategy contemplates that we may (i) periodically sell bitcoin for general corporate purposes to support our operating business, (ii) pledge or commit a portion of our bitcoin as collateral for purposes of entering into financing transactions, (iii) utilize our bitcoin as reserve collateral for various products used in our operating business, and/or (iv) consider opportunities to create income streams or otherwise generate funds using our bitcoin holdings.

The Market Opportunity

We believe a structural shift is underway in how individuals and families approach saving and financial planning.

Younger cohorts increasingly favor long-term, non-inflationary assets and seek integrated platforms that combine spending, saving, and wealth accumulation.

Fold is positioned at the center of this shift.

Our customers are not traders. They are long-term participants building financial systems around bitcoin. As this cohort grows in income and adoption, we believe they will represent one of the most valuable segments in financial services.

Fold is ushering in a new era of banking powered by bitcoin. As the bitcoin market continues to grow and deepen into the global financial system, Fold is at the forefront of this shift and positioned to benefit from a world where bitcoin becomes a core asset of the American family and business.

This transition represents a generational opportunity, and Fold is building the infrastructure to serve it.

Execution and Culture

Our ability to capitalize on this opportunity depends on execution.

Over the past year, we have significantly increased development velocity, strengthened leadership, and aligned the organization around speed, ownership, and product quality.

We are operating as a focused, high-performance team with a clear mandate: build products that deliver long-term financial value to our customers and durable growth to our shareholders.

Closing

2025 was about building the foundation. 2026 is about scaling it.

We are entering the year with:

A soft launch of the Credit Card

Expanding enterprise partnerships

Growing distribution channels

A strengthened balance sheet

A unified product ecosystem

We believe the pieces are now in place to drive meaningful growth.

Thank you for your continued support.

Will Reeves

Founder & CEO

2942 North 24th Street, Suite 115, #42035

(866) 365‑3277

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Date:	Tuesday, May 19, 2026
Time:	12:00 Eastern Time
Place:	Virtually at www.virtualshareholdermeeting.com/FLD2026.
Items of Business:	1.To elect the two (2) Class I directors identified in the accompanying Proxy Statement to serve as directors until the 2029 annual meeting and until their respective successors are elected and qualified (Proposal No. 1);
	2.To ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of Fold Holdings Inc. for the fiscal year ending December 31, 2026 (Proposal No. 2); and
	3.To transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Record Date:	Only stockholders of record of our Common Stock, par value $0.0001 per share (the “Common Stock”), at the close of business on Tuesday, March 24, 2026 are entitled to notice of, and to vote, at the Annual Meeting and any adjournment or postponement thereof.
Proxy Voting:	Your vote is very important. Whether or not you plan to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting during the Annual Meeting, you may vote in advance online, by telephone, or, if you have elected to receive a paper proxy card by mail, by mailing the completed proxy card.
	The approximate date on which the attached Proxy Statement, Proxy card and the Company’s Form 10‑K are first being made available to stockholders is April 8, 2026. This Notice is not a form of voting and only presents an overview of the more complete Proxy Materials which have been mailed to you. The Proxy card also includes instructions on how to access our Proxy Materials over the Internet, vote online, by telephone, or by mail. We encourage you to review the Proxy Materials before voting.For specific instructions on how to vote your shares, please refer to the section under the heading “Questions and Answers About the 2026 Annual Meeting and the Proxy Process” and the instructions on the Notice of Internet Availability or the notice you receive from your broker, banker or other intermediary.

By Order of the Board of Directors,

Audrey Bartosh

Corporate Secretary

April 8, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, MAY 19, 2026: OUR 2026 PROXY

STATEMENT AND PROXY CARD, AS WELL AS OUR ANNUAL REPORT ON FORM 10‑K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025, ARE AVAILABLE FREE OF CHARGE AT https://investor.foldapp.com/financials/sec-filings.

FOLD HOLDINGS, INC.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THE MEETING	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	8
PROPOSAL NO. 1: ELECTION OF DIRECTORS	17
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	20
REPORT OF THE AUDIT COMMITTEE	22
EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION TABLES	24
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37
DELINQUENT SECTION 16(a) REPORTS	39
ADDITIONAL INFORMATION	40
OTHER MATTERS	41

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