Earnings release
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FOLD Fold Holdings , Inc. ( NASDAQ : FLD ) Announces Second Quarter 2026 Results Revenues : $ 6.1 million Eliminated $ 20 million of Secured Debt Over 2,000 Fold Credit Cards Currently in Early Access ; up over 100 % from last quarter Planned Expansion into Asset - Based Revenue Streams PHOENIX , August 11 , 2026 ( GLOBE NEWSWIRE ) -- Fold Holdings , Inc. ( NASDAQ : FLD ) ( “ Fold ” , “ we ” , or “ our ” ) , the first publicly traded bitcoin financial services company , today announced financial results for the second quarter ended June 30 , 2026 . Q2 2026 Financial Highlights • Revenue : $ 6.1 million • Net Loss : ( $ 9.7 ) million • Adjusted EBITDA² ( Loss ) : ( $ 5.5 ) million • Loss Per Share : ( $ 0.19 ) per share • Adjusted EBITDA ( Loss ) Per Share² : ( $ 0.11 ) per share • Bitcoin Investment Treasury Holdings¹ : 194 BTC Q2 2026 Key Operating Metrics • Total Transaction Volume : $ 165 million • Total Verified Accounts : more than 87,000 ; added over 1,000 new verified accounts in the quarter CEO Commentary “ Fold enters the second half of the year with a stronger balance sheet , a growing Credit Card program , expanded banking and distribution capabilities , and much of the infrastructure needed to support our next generation of products , " said Fold Chairman and CEO Will Reeves . " Over the next few months , investors will begin to see these investments come together as we build toward our goal of becoming the most rewarding financial platform in America . " Mr. Reeves continued , " Fold is evolving from a transaction business into a broader financial services platform . Going forward , we intend to not only be the place where customers spend , but also be the place where they hold and manage their assets . Through our own programs and our partnership with Lead Bank , we expect customer balances to generate recurring economics that can help fund richer rewards . The power of asset - driven revenues has been demonstrated across businesses from
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Starbucks and Venmo, and we believe it can become an important part of Fold’s economic model.” He added, “Our proprietary bank-grade core ledger and Lead Bank partnership provide the foundation for this strategy, while expanding our addressable market beyond bitcoin-native customers to anyone looking for a more rewarding way to manage their money. Our conviction in bitcoin remains unchanged, but the opportunity for Fold is becoming significantly larger.” Mr. Reeves concluded, “Q2 remained challenging across the broader Bitcoin industry, with lower bitcoin prices pressuring transaction activity and consumer engagement. These are temporal challenges and do not reflect the underlying health and vitality of this industry. We believe Fold is entering its next chapter with a stronger business model, broader market and the foundation needed to pursue significantly greater scale.” Strategic & Business Updates Fold Credit Card ● Currently in Early Access, with more than 2,000 cardholders as of August 11, 2026● Cardholders more than doubled from last quarter● Improved underwriting and operations ahead of broader rollout● Interchange and financing economics meeting or exceeding expectations● Positioned to become a customer acquisition engine Platform Expansion ● Working to expand into financial services designed to deepen customer relationships and grow assets held across Fold● Lead Bank partnership expands banking capabilities and enables Fold to participate in the economics of customer deposits● Bank-grade core ledger provides the foundation for Fold’s multi-asset financial platform● Customer balance economics expected to generate recurring revenues● Platform expansion expected to broaden Fold’s total addressable market ("TAM") beyond bitcoin-native customers Bitcoin Gift Card ● Expanded distribution through TikTok Shop, reaching millions of potential shoppers● Kroger renewed its commitment to the Fold program
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Capital & Balance Sheet ● Monetized a portion of the Company’s bitcoin treasury while maintaining a meaningful bitcoin position● Eliminated approximately $20 million of secured debt and approximately $145 thousand of monthly interest expense● Added approximately $25 million of unrestricted capital Earnings Call and Webcast Information: Fold will host a conference call at 5:00 p.m. Eastern Time today, which will include a brief discussion of results followed by a question-and-answer period. To participate in this event, please log on or dial in approximately 5 minutes before the beginning of the call. Date: August 11, 2026Time: 5:00 p.m. ETParticipant Call Links: ● Live Webcast: Link ● Dial-in Registration Link: Link● A replay of the call will be archived at https://investor.foldapp.com Footnotes 1 Fold’s Bitcoin Investment Treasury was 194 BTC as of June 30, 2026. 2 Adjusted EBITDA and Adjusted EBITDA Per Share are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) (a “Non-GAAP Financial Measure”). Please see “Non-GAAP Financial Measures” at the end of this press release. 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 has built a financial services platform that operates across both U.S. dollars and bitcoin, and is designed to connect these systems in a seamless manner. Fold’s consumer offerings include an FDIC-insured checking account, a Visa debit card (the "Fold Debit Card"), a Visa credit card (the "Fold Credit Card"), bill payment services, a bitcoin gift card, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees and insured custody. Forward-Looking Statements: The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or trends or
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that are not statements of historical matters. These forward-looking statements include statements regarding the rollout, development and expected effect of Fold’s credit card program, gift card and other products, and the potential success of Fold’s overall market, product and growth strategies. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions, including but not limited to changes in the acceptance of bitcoin; (ii) our continued ability to implement business plans; (iii) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; (iv) volatility in the market price of bitcoin; (v) access to and reliance on funding for our products, including the credit card, and general operations; (vi) access to and reliance on third parties for their services related to certain of our products, including risks relating to Fold having a single custodian for our bitcoin; (vii) reliance on banking partners which are subject to complex and demanding regulations and compliance standards; and (viii) those risks and uncertainties discussed in Fold Holdings, Inc.’s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, Fold specifically disclaims any obligation to do so, except as required by law.
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Fold Holdings, Inc. Condensed Balance Sheets (Unaudited) June 30, December 31, 2026 2025 Assets Current assets Cash and cash equivalents $ 28,386,785 $ 7,652,203 Accounts receivable, net 614,801 728,001 Credit card receivable, net 2,753,588 - Inventories 847,308 478,045 Digital assets - rewards treasury 4,504,290 6,872,869 Prepaid expenses and other current assets 1,913,981 2,384,684 Total current assets 39,020,753 18,115,802 Digital assets - investment treasury 11,356,023 133,658,791 Capitalized software development costs, net 1,986,251 1,393,752 Other non-current assets 131,770 299,309 Total assets $ 52,494,797 $ 153,467,654 Liabilities and stockholders' equity Current liabilities Accounts payable $ 698,556 $ 704,789 Accrued expenses and other current liabilities 1,992,004 3,166,186 Accrued legal settlement 1,374,828 - February 2026 note - related party, net 12,446,041 - Credit facility - 10,000,000 Customer rewards liability 4,504,290 6,872,869 Deferred revenue 228,148 366,252 Total current liabilities 21,243,867 21,110,096 June 2025 convertible note, net - 21,469,675 March 2025 convertible note - related party - 47,207,556 Other non-current liabilities - 689,680 Total liabilities 21,243,867 90,477,007 Commitments and contingencies (Note 12) Stockholders’ equity Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 and 0 shares issued and outstanding at December 31, 2025 - - Common stock, $0.0001 par value; 600,000,000 shares authorized, 55,407,302 shares issued and 55,021,701 shares outstanding at June 30, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025 5,542 4,849 Additional paid-in-capital 241,003,835 233,924,782 Accumulated deficit (209,758,447) (170,938,984) Total stockholders’ equity 31,250,930 62,990,647 Total liabilities and stockholders’ equity $ 52,494,797 $ 153,467,654
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Fold Holdings, Inc. Condensed Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues, net $ 6,089,909 $ 8,175,926 $ 11,682,218 $ 15,263,763 Operating expenses Banking and payments costs 5,108,245 7,682,621 9,914,619 14,441,545 Custody and trading costs 739,039 142,811 1,337,454 188,596 Compensation and benefits 3,790,067 3,676,657 7,824,334 10,134,597 Marketing expenses 728,338 620,923 996,446 1,020,721 Professional fees 1,255,832 1,270,345 2,923,246 3,058,850 Amortization expense 173,985 106,837 330,064 197,908 (Gain) loss on customer rewards liability (745,598) 2,071,505 (2,253,069) 970,648 (Gain) loss on digital assets - rewards treasury 1,119,388 (2,334,677) 2,808,843 (1,324,091) Other selling, general and administrative expenses 1,689,247 1,264,422 3,399,228 2,400,876 Total operating expenses 13,858,543 14,501,444 27,281,165 31,089,650 Operating loss (7,768,634) (6,325,518) (15,598,947) (15,825,887) Other income (expense) Gain (loss) on digital assets - investment treasury 105,167 36,582,224 (28,524,298) 20,965,072 Change in fair value of SAFEs - - - (6,503,113) Change in fair value of convertible note - (5,309,608) 13,200,089 (11,843,751) Convertible note issuance costs and fees - - - (9,569,109) Legal settlements (1,374,828) - (1,374,828) - Loss on extinguishment of debt - (9,612,199) (4,005,132) (9,612,199) Interest expense (921,881) (1,974,849) (3,195,709) (3,246,487) Other income 308,619 66,398 682,833 186,701 Other income (expense), net (1,882,923) 19,751,966 (23,217,045) (19,622,886) Net income (loss) before income taxes (9,651,557) 13,426,448 (38,815,992) (35,448,773) Income tax expense (benefit) - 881 3,471 4,859 Net income (loss) $ (9,651,557) $ 13,425,567 $ (38,819,463) $ (35,453,632) Net income (loss) attributable to common stockholders: Basic $ (9,651,557) $ 13,425,567 $ (38,819,463) $ (35,453,632) Diluted $ (9,651,557) $ 13,425,567 $ (38,819,463) $ (35,453,632) Net income (loss) per share attributable to common stockholders: Basic $ (0.19) $ 0.29 $ (0.76) $ (0.98) Diluted $ (0.19) $ 0.28 $ (0.76) $ (0.98) Weighted-average shares used to compute net income (loss) per share: Basic 51,825,321 46,503,358 50,746,857 36,062,784 Diluted 51,825,321 47,561,116 50,746,857 36,062,784
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Fold Holdings, Inc. Condensed Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities Net loss $ (38,819,463) $ (35,453,632)Adjustments to reconcile net loss to net cash used in operating activities: Amortization expense 330,064 197,908 Loss (gain) on digital assets - rewards treasury 2,808,843 (1,324,091)Loss (gain) on digital assets - investment treasury 28,524,298 (20,965,072)(Gain) loss on customer rewards liability (2,253,069) 970,648 Change in fair value of convertible note (13,200,089) 11,843,751 Convertible note issuance costs and fees - 9,569,109 Loss on extinguishment of debt 4,005,132 9,612,199 Amortization of debt issuance costs 6,638 112,187 Amortization of debt discount and premium 179,929 953,404 Change in fair value of SAFEs - 6,503,113 Share-based compensation expense 3,353,459 6,895,480 Other non-cash adjustments (551,717) - Increase (decrease) in cash resulting from changes in: Accounts receivable, net 113,200 (246,105)Credit card receivable, net (2,753,588) - Inventories (369,263) (67,489)Prepaid expenses and other current assets 270,655 (603,030)Accounts payable (6,233) 195,286 Accrued expenses and other current liabilities 1,017,227 1,376,866 Accrued legal settlement 1,374,828 - Customer rewards liability 753,528 1,318,429 Deferred revenue (138,104) (133,156) Other non-current liabilities (689,680) 293,114 Net cash used in operating activities (16,043,405) (8,951,081) Cash flows from investing activities Purchases of digital assets (1,748,759) (2,374,030)Proceeds from sales of digital assets 59,120,684 - Payments for capitalized software development costs (740,184) (434,820) Net cash provided by (used in) investing activities 56,631,741 (2,808,850) Cash flows from financing activities Proceeds from issuance of note 13,000,000 - Repayment of convertible note (25,166,667) - Proceeds from recapitalization - 804,624 Payments of deferred IPO costs - (652,013)Payment of debt issuance costs - (113,320)Proceeds from issuance of common stock 3,262,213 - Proceeds from credit facility 10,000,000 - Repayment of credit facility (20,000,000) - Common stock withheld for employee tax obligations (949,300) - Net cash provided by (used in) financing activities (19,853,754) 39,291 Net increase (decrease) in cash and cash equivalents 20,734,582 (11,720,640)Cash and cash equivalents, beginning of period 7,652,203 18,330,359 Cash and cash equivalents, end of period $ 28,386,785 $ 6,609,719 Non-cash investing and financing activities Non-cash payment of interest with common stock $ 613,334 $ 646,667 Distributions of digital assets to fulfill customer reward redemptions 869,038 1,489,430 Distributions of digital assets to satisfy other current obligations 1,089,777 46,955 Non-cash payment for intellectual property acquisition with common stock 182,379 Non-cash repayment of convertible note via transfer of digital assets - related party 34,007,466 Non-cash amortization of deferred issuance costs 167,539 Non-cash allocation of convertible note proceeds to embedded derivative 63,418 - Non-cash allocation of note proceeds to commitment shares 785,200 - Recapitalization - 173,019,904 Proceeds from convertible debt received in digital assets - related party - 43,965,525 Change in fair value of Series C Warrants included in loss on extinguishment 498,771 Distributions of digital assets for prepaid interest - related party - 2,313,975 Supplemental disclosure of cash flow information Cash paid during the period for interest expense 3,408,749 -
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Non-GAAP Financial Measures Adjusted EBITDA In addition to net income (loss) and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) to monitor the financial health of our business. Adjusted EBITDA is defined as net loss, excluding (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) share-based compensation, (v) remeasurement gains and losses such as fair value remeasurements on our digital assets, convertible notes, and SAFE notes, (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results, and (vii) legal settlement expenses associated with unusual or non-recurring litigation matters that we believe are not indicative of our core operating results. This non-GAAP financial information has limitations as an analytical tool when assessing our operating performance, is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and/or render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA and Adjusted EBITDA per share provide useful information to investors and others in understanding and evaluating our results of core operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting. The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income (loss) $ (9,651,557) $ 13,425,567 $ (38,819,463) $ (35,453,632)Add: Interest expense 921,881 1,974,849 3,195,709 3,246,487 Income tax expense (benefit) - 881 3,471 4,859 Amortization expense 173,985 106,837 330,064 197,908 Share-based compensation expense 1,656,693 1,725,205 3,366,106 6,895,480 (Gain) loss on customer rewards liability (745,598) 2,071,505 (2,253,069) 970,648 (Gain) loss on digital assets - rewards treasury 1,119,388 (2,334,677) 2,808,843 (1,324,091)(Gain) loss on digital assets - investment treasury (105,167) (36,582,224) 28,524,298 (20,965,072)Change in fair value of SAFEs - - - 6,503,113 Change in fair value of other liabilities (208,678) (551,717) Change in fair value of convertible note - 5,309,608 (13,200,089) 11,843,751 Convertible note issuance costs and fees - - - 9,569,109 Legal settlements 1,374,828 - 1,374,828 - Loss on extinguishment of debt - 9,612,199 4,005,132 9,612,199 Adjusted EBITDA (loss) $ (5,464,225) $ (4,690,250) $ (11,215,887) $ (8,899,241) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Adjusted EBITDA (loss) $ (5,464,225) $ (4,690,250) $ (11,215,887) $ (8,899,241) Weighted-average shares used to compute basic and diluted net loss per share 51,825,321 46,503,358 50,746,857 36,062,784 Adjusted EBITDA (loss) per share attributable to common stockholders: Basic and diluted $ (0.11) $ (0.10) $ (0.22) $ (0.25)
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For investor inquiries, please contact: OG Advisory GroupSamir Jain, CFAFoldIR@orangegroupadvisors.com For media inquiries, please contact:Confluence Partners, LLCCindy StollerMedia@foldapp.com