UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41168 Fold Holdings, Inc. (Exact name of Registrant as specified in its Charter) Delaware 86-2170416 (State or other jurisdiction of ...

Fold Holdings, Inc. (NASDAQ: FLD) Announces Fourth Quarter and Full Year 2025 Results 2025 Revenue: $31.8 million, 34% YoY increase 2025 Transaction Volumes of $960 million, 46% YoY increase Launch of Fold Bitcoin Credit Card and Enterprise Services Retired convertible notes, Streamlined capital for growth PHOENIX – March 17, 2026 Q4 2025 Financial Highlights Q4 2025 Key Operating Metrics Fold Holdings, Inc. (NASDAQ: FLD) ("Fold", "we", or "our"), the first publicly traded bitcoin financial services company ...

Financial Performance - Revenues for the three months ended September 30, 2025, increased by $2.16 million, or 41%, to $7.40 million compared to $5.24 million in the same period of 2024[236]. - Banking and payment revenues rose by 35% from $5.21 million in Q3 2024 to $7.05 million in Q3 2025, driven by a 39% increase in net revenues from merchant offers[237][238]. - Custody and trading revenues increased from a nominal amount in Q3 2024 to $0.35 million in Q3 2025, with expectations for significant growth in this area[240]. - The Fold Bitcoin Gift Card generated $0.20 million in revenues for Q3 2025, with plans for further distribution channel expansion[241]. - Net revenues for the nine months ended September 30, 2025, increased by $7.4 million, or 48%, to $22.7 million compared to $15.3 million for the same period in 2024[257]. - Banking and payment revenues rose by $6.6 million, or 44%, from $15.3 million in 2024 to $21.9 million in 2025, driven by increased merchant offers[256][260]. - Custody and trading revenues increased significantly from a nominal amount in 2024 to $0.7 million in 2025, indicating growth potential in this segment[262]. - The company reported a net loss of $30.7 million for the nine months ended September 30, 2025, a decrease of 47% compared to the previous year[1]. - The gain on digital assets - investment treasury showed a significant improvement, with a gain of $31.2 million in 2025 compared to a loss of $0.4 million in 2024[1]. - Adjusted EBITDA for the three months ended September 30, 2025 was $(4,201,998), consistent with $(4,206,774) for the same period in 2024[281]. - Adjusted EBITDA for the nine months ended September 30, 2025 decreased by $6.9 million, or 110%, compared to the nine months ended September 30, 2024[282]. - The company reported a net loss of $554,242 for the three months ended September 30, 2025, compared to a net loss of $(62,310,678) for the same period in 2024[281]. Customer Growth and Engagement - The company added more than 7,500 new Accounts, bringing the total to over 625,000, and more than 2,000 new Verified Accounts, totaling nearly 82,000[202]. - Fold aims to grow its customer base and transaction volume through increased investment in organic and paid marketing channels, leveraging social media and customer referrals[193]. - Fold+ subscription offers users reduced fees and higher rewards for $100/year or $10/month[203]. - Fold launched the Fold Credit Card and Fold Bitcoin Gift Card in 2025, which are expected to drive higher volumes, revenues, and margins while enhancing user engagement[190]. Financial Position and Treasury Management - Fold held approximately 1,575 BTC in its Bitcoin Treasury with a market value of $179.7 million as of September 30, 2025, based on a bitcoin price of approximately $114.1 thousand[196]. - As of September 30, 2025, Fold's Rewards Treasury was valued at $9.3 million and its Investment Treasury at $170.4 million, totaling $179.7 million[197]. - The company has committed significant resources to optimize its business through UX updates and system architecture refinements, achieving product-level profitability for all core product lines[181]. - The company entered into a $250 million equity purchase facility, with $3.48 million raised from the sale of 1.15 million shares as of September 30, 2025[187]. - The company has an accumulated deficit of $136.2 million as of September 30, 2025, with significant portions related to fair value adjustments on SAFE notes and convertible debt instruments[286]. - The company held 1,494 bitcoin in its Investment Treasury, valued at $170.4 million, with 800 bitcoin valued at $91.3 million restricted as collateral for convertible notes[287]. - The company had $66.3 million in principal debt outstanding in the form of two convertible notes, with the June 2025 Amended Investor Note due at $20.0 million and the March 2025 Investor Note due at $46.3 million[289]. Operating Expenses - Total operating expenses for Q3 2025 were $13.34 million, a 42% increase from $9.41 million in Q3 2024[236]. - Compensation and benefits expenses surged by 408% to $3.73 million in Q3 2025, reflecting an increase in employee headcount from 22 to 39[246][247]. - Marketing expenses rose to $0.24 million in Q3 2025 from $0.14 million in Q3 2024, with plans for increased investment in growth partnerships[248]. - Professional fees decreased by 59% to $1.29 million in Q3 2025, down from $3.17 million in Q3 2024, due to reduced costs associated with the transition to a public company[249]. - Other Selling, General and Administrative expenses increased from $0.34 million in Q3 2024 to $1.21 million in Q3 2025, primarily due to higher insurance premiums and software amortization costs[254]. - Total operating expenses surged by $22.9 million, or 106%, from $21.5 million in 2024 to $44.4 million in 2025, primarily due to increased compensation and benefits[1]. Market and Economic Factors - The company is exposed to market price changes in bitcoin, which affects its assets and liabilities, including the bitcoin Investment Treasury and customer rewards liability[315]. - Macroeconomic factors such as regulation, institutional adoption, and monetary policy significantly impact the growth and adoption of bitcoin[316]. - The political environment in the United States is anticipated to become increasingly favorable for the bitcoin industry, influencing market confidence and liquidity[316].

Financial Performance - Revenue for Q3 2025 reached $7.4 million, representing a 41% year-over-year increase[1] - Net income for the quarter was $0.6 million, with an adjusted EBITDA loss of $4.2 million[3] - Total transaction volume increased to $235 million, a 43% year-over-year growth[3] - Revenues for the three months ended September 30, 2025, increased to $7,398,939, up 41.2% from $5,241,889 in the same period of 2024[18] - The net loss for the nine months ended September 30, 2025, was $34,899,390, an improvement from a net loss of $65,575,171 in the same period of 2024[19] - Adjusted EBITDA for the nine months ended September 30, 2025, was $(13,101,239), compared to $(6,228,521) in 2024, indicating a decline in core operating performance[23] - Total operating loss for the three months ended September 30, 2025, was $(5,940,318), compared to $(4,169,159) in the same period of 2024[18] - Adjusted EBITDA loss for the three months ended September 30, 2025, was $(4,201,998), compared to $(4,206,774) for the same period in 2024[24] - Adjusted EBITDA loss for the nine months ended September 30, 2025, was $(13,101,239), significantly higher than $(6,228,521) for the same period in 2024[24] - Basic and diluted net loss per share for the three months ended September 30, 2025, was $(0.09), compared to $(0.72) for the same period in 2024[24] - Basic and diluted net loss per share for the nine months ended September 30, 2025, was $(0.33), compared to $(1.07) for the same period in 2024[24] Assets and Equity - Total assets increased to $190.97 million as of September 30, 2025, up from $125.66 million at the end of 2024[17] - Stockholders' equity improved to $94.69 million, compared to a deficit of $67.81 million at the end of 2024[17] Operational Metrics - The number of total active accounts surpassed 625,000, adding 7,500 new accounts in the quarter[3] - Cash and cash equivalents at the end of the period were $6,663,463, down from $18,330,359 at the beginning of the period, reflecting a net decrease of $11,666,896[19] - The company incurred interest expenses of $4,425,703 for the nine months ended September 30, 2025, compared to no interest expenses in the same period of 2024[23] - The company reported a significant change in fair value of SAFEs amounting to $6,503,113 for the nine months ended September 30, 2025, compared to a loss of $59,042,901 in 2024[19] Investment and Credit Facilities - A $45 million revolving credit facility was secured to enhance financial liquidity and support growth initiatives[6] - Fold's Bitcoin Investment Treasury holds 1,526 BTC, valued at approximately $154 million as of November 6, 2025[7] Product Developments - The upcoming Fold Bitcoin Rewards Credit Card, powered by Visa and Stripe, has over 75,000 people on the waitlist[8] - The Fold Bitcoin Gift Card is now available in approximately 2,000 Kroger locations, expanding retail visibility[5]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41168 Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 86-2170416 | | ...

Financial Performance - Revenue for Q2 2025 reached $8.2 million, representing a 59% year-over-year increase[4] - Net income for the quarter was $13.4 million[4] - Adjusted EBITDA for the quarter was a loss of $4.7 million[4] - Revenues for the three months ended June 30, 2025, increased to $8,175,926, compared to $5,138,624 for the same period in 2024, representing a growth of 59.4%[14] - The net loss for the six months ended June 30, 2025, was $35,453,632, compared to a net loss of $3,264,493 for the same period in 2024, indicating a deterioration in financial performance[16] - Adjusted EBITDA for the three months ended June 30, 2025, was $(4,690,250), compared to $(1,168,383) for the same period in 2024, showing an increase in losses[20] - The company incurred a loss on extinguishment of debt amounting to $9,612,199 for the six months ended June 30, 2025[20] - The company experienced a loss on customer rewards liability of $970,648 for the six months ended June 30, 2025[16] Growth Metrics - Total transaction volume increased by 124% year-over-year, totaling $265 million[4] - Active accounts grew to over 615,000, with an addition of 10,000 new accounts in the quarter[4] Assets and Liabilities - Total liabilities as of June 30, 2025, amounted to $93.6 million[13] - Cash and cash equivalents at the end of the period were $6,609,719, down from $18,330,359 at the beginning of the period, indicating a decrease of 64.0%[16] - The weighted-average shares used to compute net loss per share for the six months ended June 30, 2025, were 36,062,784, compared to 5,836,882 for the same period in 2024[20] Investment and Expansion - The company successfully established a $250 million equity purchase facility to expand Bitcoin holdings[5] - Bitcoin Investment Treasury currently holds 1,492 BTC, valued at approximately $160 million as of June 30, 2025[4][6] - The Fold Credit Card has over 75,000 applicants on the waitlist, expected to launch in late 2025[6] - The Fold Bitcoin Gift Card was launched and is gaining traction through online partners[5] - The company reported a gain on digital assets - investment treasury of $20,965,072 for the six months ended June 30, 2025[20] Marketing and Expenses - Total operating expenses for the six months ended June 30, 2025, were $31,089,650, significantly higher than $12,113,543 for the same period in 2024, reflecting an increase of 156.5%[14] - Marketing expenses for the three months ended June 30, 2025, were $620,923, a significant increase from $38,335 in the same period of 2024[14]

As filed with the U.S. Securities and Exchange Commission on July 28, 2025. Registration No. 333-288623 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) __________________________________________ | Delaware | 6199 | 86-2170416 | | --- | --- | --- | | (State or Other Jurisdiction of | (P ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41168 Fold Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 86-2170416 | ...

PHOENIX – May 15, 2025 Fold Holdings, Inc. (NASDAQ: FLD) ("Fold"), the first publicly traded bitcoin financial services company, today announced financial results for the first quarter ended March 31, 2025. Financial Highlights Key Operating Metrics CEO Commentary "We are pleased to report a strong first quarter, with revenues for the period increasing by 44% versus a year ago, while core KPIs such as Active Accounts and Transaction Volumes were also up", said Fold Chairman and CEO, Will Reeves. "From Fold' ...

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fold Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 6199 86-2170416 (Primary Standard Industrial Classification Code Number) Identification No.) 11201 North Tatum Blvd., Suite 300, Unit 42 ...