8-K
Fold Holdings, Inc. (FLD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 13, 2026
Fold Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41168 | 86-2170416 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 2942 North 24th Street, Suite 115, #42035<br><br>Phoenix, Arizona | 85016 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(866) 365-3277
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which<br>Registered |
|---|---|---|
| Common stock, par value $0.0001 per share | FLD | Nasdaq Capital Market |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | FLDDW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On February 13, 2026, Fold Holdings, Inc. issued a press releasing announcing that its annual shareholder meeting date will be May 19, 2026 and its record date for the meeting will be March 24, 2026. A copy of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Fold Holdings, Inc. dated February 13, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOLD HOLDINGS, INC. | |||
|---|---|---|---|
| By: | /s/ Will Reeves | ||
| Name: | Will Reeves | ||
| Title: | Chief Executive Officer | ||
| Dated: February 13, 2026 |
EX-99
Fold Announces Date of 2026 Annual Meeting of Shareholders
PHOENIX, February 13, 2026 -- Fold Holdings, Inc. (NASDAQ: FLD) (“Fold” or the “Company”), a bitcoin financial services company making it easy for individuals to earn, save and spend bitcoin through everyday financial tools, today announced that its Board of Directors (the “Board”) has set the date for the Company’s 2026 annual meeting of shareholders for May 19, 2026 at 12:00 p.m. Eastern Time. The meeting will be held virtually. Additional details regarding the annual meeting will be set forth in the Company’s definitive proxy statement for the annual meeting to be filed with the Securities and Exchange Commission.
The record date for determining shareholders entitled to notice of, and to vote at, the annual meeting will be the close of business on March 24, 2026.
About Fold
Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Bitcoin Gift Card™, and Fold Debit Card™, the company is building the bridge between traditional finance and the bitcoin-powered future.
For investor inquiries, please contact:
Orange Group
Samir Jain, CFA
FoldIR@orangegroupadvisors.com
For media inquiries, please contact:
Jessica Starman, MBA
media@foldapp.com