Fold (FLD) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 22, 2026, to vote on a reverse stock split and potential adjournment if needed.

• Reverse stock split aims to regain compliance with Nasdaq's $1.00 minimum bid price requirement.

• Board recommends voting in favor of both the reverse stock split and adjournment proposals.

• All shareholders will be affected uniformly, with no dilution of ownership percentage except for minor adjustments due to fractional shares.

• Failure to approve the reverse stock split may result in Nasdaq delisting and loss of access to key financing agreements.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split at a ratio between 1-for-2 and 1-for-50, with the exact ratio and timing at the Board's discretion.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for the reverse stock split.

• Both proposals are considered routine and may be voted on by brokers if no instructions are given.

• Approval of the reverse stock split requires two-thirds of outstanding shares; adjournment requires a majority of votes cast.

Board of directors and corporate governance

• Board has full discretion to determine the reverse stock split ratio and timing, or to abandon the split if deemed not in the company's best interest.

• Board and executive officers collectively own 16.69% of outstanding shares as of September 4, 2026.

• No director or executive officer has a unique interest in the proposals beyond that of all shareholders, except for related party transactions disclosed.