SEC Form 424B3 filed by Fold Holdings Inc.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-286294

PROSPECTUS SUPPLEMENT NO. 20

(to Prospectus dated April 11, 2025)

Fold Holdings, Inc.

49,161,055 Shares of Common Stock

925,590 SATS Warrants to Purchase Shares of Common Stock

12,434,658 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

This prospectus supplement updates, amends and supplements the prospectus dated April 11, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-286294). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the symbols “FLD” and “FLDDW,” respectively. The last reported sales price of our Common Stock and Warrants on the Nasdaq Stock Market LLC on March 16, 2026 were $1.24 per share of Common Stock and $0.13 per Warrant.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and other risk factors contained in the documents incorporated by reference therein, to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 17, 2026.

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 2.02. Results of Operations and Financial Condition.

On March 17, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the fiscal year and fourth quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, 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 such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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. (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

Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”, “we”, or “our”), the first publicly traded bitcoin financial services company, today announced financial results for the fourth quarter and full year ended December 31, 2025.

FY 2025 Financial Highlights

FY 2025 Key Operating Metrics

Q4 2025 Financial Highlights

Q4 2025 Key Operating Metrics

CEO Commentary

“We closed our first full year as a public company with strong execution against the goals we set coming into 2025,” said Fold Chairman and CEO Will Reeves. “In the fourth quarter, revenue was $9.1 million, up 8.2% year-over-year, and for full year 2025 revenue was $31.8 million, up 34% year-over-year. We continued to add customers and expand our platform while building the foundation to scale a Bitcoin-native financial services ecosystem across multiple interconnected product lines.”

Mr. Reeves continued, “The most important milestone reached since we last spoke was the launch of the Fold Bitcoin Rewards Credit Card, which began last week with a select launch of the card. The internal team members who worked so hard to bring the card to life were the first to be underwritten and receive their credit lines. This is expected to be followed by a rollout to the loyal customers and fans at the top of our waitlist in the near future. The credit card is a product we believe can have a significant impact on Fold. The card offers up to 4% back on purchases with no categories, and up to 10% back through our rewards network across leading brands, and it is powered by industry leaders Visa and Stripe. More than a new product, it should meaningfully expand our addressable market and strengthen the ecosystem by increasing share of wallet, improving unit economics, and accelerating cross-sell across debit, credit, merchant rewards, exchange, and gift cards.”

“Our second major product milestone this quarter was the launch of Fold for Business, an entirely new enterprise service. Partnered with Fold, companies can now include Bitcoin into payroll, bonuses, and corporate financial programs. We’ve already seen the power of our first product in this line, the Bitcoin Bonus Program, through our flagship partnership with Steak ‘n Shake, in which their thousands of employees can receive Bitcoin bonuses powered by Fold. We look to initiate many more partnerships through the year.”

He added, “We strengthened our capital structure by eliminating and extinguishing our two outstanding convertible debt instruments. This simplifies the balance sheet, removes structural overhang, and directs financing solely to the growth of our operating businesses. Importantly, it’s a clear directive that Fold’s focus is on supporting and expanding our operations and that the company is not a digital asset treasury vehicle. Fold has a collection of innovative products servicing a market which is growing at an extraordinary speed. We believe maximizing this opportunity will create far more value for our shareholders than simply stacking bitcoin.”

Mr. Reeves concluded, “With the credit card now live, the launch of an enterprise product, and a cleaner capital structure in place, 2026 is about scaling what we’ve built across customer acquisition, engagement, cross-sell, and retention. We’re confident in our direction, focused on execution, and excited for the year ahead.”

Strategic & Business Updates:

2026 Full Year Outlook

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: March 17, 2026

Time: 5:00 p.m. ET

Participant Call Links:

Footnotes

1 Fold’s Bitcoin Investment Treasury is 827 BTC as of March 17, 2026, and was 1,527 BTC as of December 31, 2025.

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 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.

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 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, the development and adoption of Fold’s gift card and enterprise program, Fold’s treasury strategy, revenue, and transaction volume growth, 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.

Fold Holdings, Inc. Balance Sheets

Fold Holdings, Inc. Statements of Operations

Fold Holdings, Inc. Statements of Cash Flows

Non-GAAP Financial Measures

Adjusted EBITDA

In addition to net 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, and (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses 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 provides 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:

For investor and media inquiries, please contact:

Investor Relations:
OG Advisory Group

Samir Jain, CFA

[email protected]

Media:

Elev8 New Media

Jessica Starman, MBA

[email protected]