Fold (FLD) Proxy filing summary

Executive summary

• Achieved $31.8 million in revenue for 2025, a 34% year-over-year increase, and $960 million in transaction volume, up 46% year-over-year.

• Expanded product ecosystem, including nationwide bitcoin financial services, Bitcoin Gift Card, and foundation for a Bitcoin Credit Card and Bonus Program.

• Eliminated $66.3M in convertible debt in early 2026, strengthening the balance sheet and reducing dilution.

• Strategy for 2026 focuses on scaling the platform, increasing share of wallet, expanding distribution, and improving unit economics.

• Treasury held 827 bitcoin as of March 17, 2026, with a strategy to use bitcoin for operations, collateral, and income generation.

Voting matters and shareholder proposals

• Stockholders will vote to elect two Class I directors for three-year terms and to ratify CBIZ CPAs P.C. as the independent auditor for 2026.

• Board recommends voting FOR both director nominees and auditor ratification.

• Procedures for submitting shareholder proposals for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; majority are independent per Nasdaq and SEC rules.

• CEO also serves as Chairman; a Lead Director (Dr. Kirkwood) is appointed to ensure independent oversight.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Corporate Governance Guidelines and Code of Conduct are in place and regularly reviewed.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.