What was the value of the Fold Holdings (FLD) note and share purchase?

SATS Credit Fund LP purchased a Senior Unsecured Promissory Note and 520,000 Fold Holdings Common Stock shares for an aggregate $13,000,000. This combined consideration covers both the note and equity components acquired directly from the issuer on February 26, 2026.

What are the key terms of the 7.0% Convertible Note related to FLD?

The 7.0% Convertible Note carried a conversion price of $12.50 per share and was convertible into approximately 3,700,000 Fold Holdings Common Stock shares. It was originally purchased on March 6, 2025 and later redeemed on February 26, 2026 without being exercised.

Ten31 LLC funds (FLD) buy stock, redeem 7.0% convertible note

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ten31 LLC, through affiliated funds, reported an acquisition and note restructuring involving Fold Holdings, Inc. SATS Credit Fund LP purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock from the issuer for an aggregate $13,000,000, and Ten31 is the investment adviser to the funds involved.

The filing shows 520,000 Common Stock shares acquired indirectly and 5,560,889 Common Stock shares held indirectly after the transaction. A previously purchased 7.0% Convertible Note, which was convertible into approximately 3,700,000 Common Stock shares at $12.50 per share, was redeemed on February 26, 2026 without ever being exercised.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ten31 LLC

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	7.0% Convertible Note	3,700,000	$0.00	--
Grant/Award	Common Stock	520,000	$0.00	--

Holdings After Transaction: 7.0% Convertible Note — 0 shares (Indirect, Through SATS Credit Fund LP); Common Stock — 5,560,889 shares (Indirect, Through SATS Credit Fund LP)

Footnotes (1)

SATS Credit Fund LP entered into a transaction with the Issuer on February 26, 2026 pursuant to which it purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock from the Issuer for the aggregate purchase price of $13,000,000. The reported securities are owned directly by (i) SATS Credit Fund and (ii) LP Low Time Preference Fund II, LLC, which are private investment funds managed by Ten31 LLC (the "Adviser"), and may be deemed to be indirectly beneficially owned by the Adviser and Jonathan Kirkwood, the co-founder and managing member of Ten31 LLC. On February 26, 2026, the convertible note (convertible into approximately 3.7 million shares of Common Stock pursuant to the terms therein), previously purchased from the Issuer on March 6, 2025, was redeemed without ever being exercised. For additional information regarding the transaction, see the Form 8-K filed by the Issuer with the SEC on February 26, 2026.

Key Figures

Aggregate purchase price: $13,000,000 Common Stock acquired: 520,000 shares Indirect holdings after transaction: 5,560,889 shares +3 more

6 metrics

Aggregate purchase price $13,000,000 Senior Unsecured Promissory Note and 520,000 Common Stock shares

Common Stock acquired 520,000 shares Indirectly owned through SATS Credit Fund LP

Indirect holdings after transaction 5,560,889 shares Common Stock indirectly held following Form 4 transactions

Convertible Note interest rate 7.0% 7.0% Convertible Note related to Common Stock

Conversion price $12.50 per share Conversion price of 7.0% Convertible Note into Common Stock

Underlying conversion shares 3,700,000 shares Approximate Common Stock shares issuable under the Convertible Note

Key Terms

Senior Unsecured Promissory Note, 7.0% Convertible Note, indirectly beneficially owned, private investment funds

4 terms

Senior Unsecured Promissory Note financial

"purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock"

7.0% Convertible Note financial

"On February 26, 2026, the convertible note (convertible into approximately 3.7 million shares of Common Stock"

indirectly beneficially owned financial

"may be deemed to be indirectly beneficially owned by the Adviser and Jonathan Kirkwood"

private investment funds financial

"which are private investment funds managed by Ten31 LLC (the "Adviser")"

Form 4 Insider Transactions: What Each Field Means →

03/30/2026 - 12:21 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ten31 LLC

(Last)

(First)

(Middle)

1910 21ST AVE SOUTH

(Street)

NASHVILLE

TENNESSEE

37212

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Fold Holdings, Inc. [ FLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2026		A⁽¹⁾		520,000⁽¹⁾	A	⁽¹⁾	5,560,889⁽²⁾	I	Through SATS Credit Fund LP⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
7.0% Convertible Note	$12.5	02/26/2026		J			3,700,000⁽³⁾	03/06/2025	02/26/2026	Common Stock	3,700,000	⁽³⁾	0	I	Through SATS Credit Fund LP⁽³⁾

Explanation of Responses:

1. SATS Credit Fund LP entered into a transaction with the Issuer on February 26, 2026 pursuant to which it purchased a Senior Unsecured Promissory Note and 520,000 shares of Common Stock from the Issuer for the aggregate purchase price of $13,000,000.

2. The reported securities are owned directly by (i) SATS Credit Fund and (ii) LP Low Time Preference Fund II, LLC, which are private investment funds managed by Ten31 LLC (the "Adviser"), and may be deemed to be indirectly beneficially owned by the Adviser and Jonathan Kirkwood, the co-founder and managing member of Ten31 LLC.

3. On February 26, 2026, the convertible note (convertible into approximately 3.7 million shares of Common Stock pursuant to the terms therein), previously purchased from the Issuer on March 6, 2025, was redeemed without ever being exercised. For additional information regarding the transaction, see the Form 8-K filed by the Issuer with the SEC on February 26, 2026.

	TEN 31 LLC, By: /s/ Jonathan Kirkwood, Jonathan Kirkwood, Co-Founder and Managing Member	03/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ten31 LLC report for Fold Holdings (FLD)?

Ten31 LLC reported that funds it advises acquired 520,000 shares of Fold Holdings Common Stock and entered into a related note transaction. These holdings are indirect, through SATS Credit Fund LP and LP Low Time Preference Fund II, LLC, both managed by Ten31 LLC as investment adviser.

How many Fold Holdings (FLD) shares are indirectly held after this Form 4?

After the reported transactions, 5,560,889 shares of Fold Holdings Common Stock are indirectly held. These shares are owned by SATS Credit Fund LP and LP Low Time Preference Fund II, LLC, which are private investment funds managed by Ten31 LLC as investment adviser.

Was the 7.0% Convertible Note for Fold Holdings (FLD) converted into shares?

No, the 7.0% Convertible Note was not converted into shares. According to the filing, it was redeemable into about 3,700,000 Fold Holdings Common Stock shares, but on February 26, 2026 it was redeemed without ever being exercised or converted.

Who directly owns the Fold Holdings (FLD) securities in this Form 4?

The securities are owned directly by SATS Credit Fund LP and LP Low Time Preference Fund II, LLC. These are private investment funds managed by Ten31 LLC, and their holdings may be deemed indirectly beneficially owned by Ten31 LLC and its co-founder Jonathan Kirkwood.