Fold Holdings, Inc. Q4 2025 Earnings Call - Credit Card Launch Is the Catalyzing Growth Engine

Operator: Hello, and thank you for standing by. Welcome to Fold Holdings, Inc. fourth quarter 2025 earnings conference call. At this time, all participants are on a listen-only mode. After the speaker’s presentation, there will be a question-and-answer session. To ask the question during the session, you will need to press star one one on your telephone. You would then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. I would now like to hand the conference over to Suresh Sivanandam. You may begin.

Suresh Sivanandam, Investor Relations, Fold Holdings, Inc.: Thank you, operator. Good afternoon, and thank you for joining us for Fold Holdings fourth quarter and full year 2025 earnings call. Joining me on the call today are Chairman and CEO, Will Reeves, and CFO, Wolf Freepass. Before we begin, please note that the information reported on this call speaks only as of today, March seventeenth, 2026, and therefore, any time-sensitive information may no longer be accurate as of the time of any future replay, listening, or transcript reading. A replay of today’s call will be available by webcast on the company’s website, foldapp.com, and more information on how to access this replay feature will be included in the company’s earnings release. Comments on this call may contain forward-looking statements within the meaning of the U.S. Federal Securities laws.

These statements are based on our current expectations and beliefs and are subject to risks and uncertainties that could cause actual results to differ materially. For example, statements suggesting or implying the company’s ability or positioning for growth are forward-looking statements. In some cases, you may identify forward-looking statements by terms such as believe, expect, potential, should, plan, or similar terminology. Any of the statements that is not a statement of historical fact may be a forward-looking statement. These statements reflect the current views of Fold’s management and are not guarantees of future performance. Please refer to Fold’s Form 10-K and other filings with the SEC for discussion of risks and uncertainties that may affect our upcoming results, future plans, and product rollouts, among other things. We will discuss certain non-GAAP financial measures during this call.

These measures should not be considered as a substitute for GAAP results. A reconciliation to comparable GAAP measures is included in our earnings release and SEC filings. With that, I’ll pass the call to Fold CEO, Will.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Thanks, Sameer, and good afternoon, everyone, and thank you for joining us. This is our fourth earnings call as a public company and rounds out an eventful first year since our February 2025 listing. Over the past year, we’ve focused on building the foundation required to scale a Bitcoin financial services platform for both consumers and businesses. We’ve expanded the Fold ecosystem across numerous consumer products, strengthened partnerships and payments infrastructure, and continued to scale the rewards and engagement model that sits at the core of our platform. We introduced entirely new categories, such as the Bitcoin gift card, the Fold Bitcoin Credit Card, and Bitcoin native solutions for corporate partners. Finally, and just as importantly, we’ve continued to grow and mature the organization with strategic hires and key operational partnerships. It’s been a very busy and productive first year.

Despite these milestones at Fold, beginning in early October, the Bitcoin ecosystem experienced a noticeable pullback. Bitcoin’s price dropped from 124,000 to 87,000 by the end of the year and dropped to as low as 60,000 by early February 2026, representing a more than 50% decline in less than four months. This volatility, which is a common historical trend for this asset class, historically leads to reduced engagement across the entire industry. When Bitcoin momentum slows, trading activity, spending activity, and overall financial activity across Bitcoin platforms tend to decline. Fold is not immune to those industry-wide dynamics, and we saw that reflected in our own metrics as revenues, transaction volumes, and user growth slowed in Q4. We have experienced a number of historical Bitcoin downturns in our company history.

We have found ways to grow through each of them by focusing on what we can control, improving our products, and focusing on our customers. Which brings us to the product we’ve spent most of the past year building. This past week, the Fold Bitcoin Rewards Credit Card officially went live. The internal team members who have worked so hard to bring it to life were the first to be underwritten and received their credit lines. Over the coming weeks and months, we plan to begin a staggered rollout of this product to our customers, beginning with the loyal customers at the top of our wait list. We couldn’t be more excited as we believe this is a seminal moment in the history of the company.

This product has been our top strategic priority over the past year because we believe it fundamentally changes the scale of what Fold can become. Credit dramatically expands our total addressable market and gives our customers the product they have asked for since the earliest days of Fold. It increases the ability for Fold to capture more of our customers’ everyday spending, makes it easier for customers to use our existing products, and brings entirely new types of users into the Fold ecosystem. As the credit card rollout accelerates, we expect it to meaningfully increase transaction volumes, deepen customer engagement, and drive revenue growth across the platform. Taken together, the launch of the credit card marks the beginning of the next phase of Fold’s growth. We partnered with Visa and Stripe to bring this product to market, combining best-in-class global payments infrastructure with Fold’s financial platform.

We believe the credit card will enable us to capture a greater share of wallet, increase lifetime value per user, and drive stronger interchange economics and accelerate new customer acquisition. Most importantly, it strengthens the stickiness of our overall product ecosystem. Customers can now acquire Bitcoin through debit, credit, merchant rewards, gift cards, and exchange activity within a single platform. As customers adopt more of these services, we deepen engagement and increase share of wallet. Our business is designed to attract new customers, sell them into cross-product adoption, and build long-term retention via sticky behaviors. The credit card is a foundational new piece to that strategy. A good example of how we plan to achieve that strategy is via the rewards mechanism for this product.

The Fold credit card provides for a flat, unlimited 1.5% back on all purchases, with the ability to earn up to 4% back for qualifying activities. Primary among those qualifying activities will be Bitcoin exchange activity on our platform. The more Bitcoin you buy or sell through Fold, the higher your total rewards on credit card purchases. Another important milestone since our last call was the launch of the Bitcoin bonus program. This product allows businesses who want to integrate Bitcoin into their financial life, including by integrating Bitcoin into payroll, bonuses, and other corporate financial programs to do so using Fold’s infrastructure. In January 2026, we announced our first partner for this program, Steak ’n Shake. Through this partnership, all of Steak ’n Shake’s employees, subject to eligibility requirements, can now receive Bitcoin bonuses powered by Fold.

In 2026, we expect this business line to expand as additional partners adopt the Fold platform to power employee rewards and Bitcoin-based incentive programs. This business introduces a new revenue stream for Fold beyond transaction fees. Enterprise partners will engage with Fold through annual SaaS-style contracts that scale as adoption grows across their employee base. Importantly, partner employees will also gain access to all of Fold’s product offerings, subject to applicable KYC and onboarding requirements, which represents a major customer acquisition opportunity for Fold. The Bitcoin gift card continues to gain traction and remains one of the most exciting opportunities for Fold. Through key partnerships with national brands like Kroger, Fold’s Bitcoin gift card has established thousands of points of sale across the country. We are looking to build on this momentum and are currently in active discussions with other U.S.-based retailers.

For Fold, the opportunity of the Bitcoin Gift Card means many things. First, this product is a low-cost, high-reach customer acquisition engine, and as we expand the product’s reach, we hope to bring thousands more customers into the Fold network and drive business through our entire product ecosystem. Second, this product has been designed to contribute meaningfully to both sales and gross profits as it scales. Finally, the gift card creates a bridge to further retail distribution. We are actively exploring how we can use this channel to better serve retail customers and develop captivating new products. Fold has a proven track record of launching products that attract new customers to our platform and enhance engagement with our current customers.

Looking ahead, we intend to continue to build on this success by expanding our product offerings, and we continue to evaluate new product opportunities to attract new customers and improve cash flows for our business. Our ability to grow is dependent on our ability to execute, and we believe now we have the appropriate foundations to do so. We are incredibly excited about the future of our business in 2026, and we hope to show even more positive results this year. With that, I’ll turn the call over to Wolf.

Wolf Freepass, Chief Financial Officer, Fold Holdings, Inc.: Thank you, Will, and thank you to everyone for joining today. Before getting into the numbers, I want to reiterate a few points that help frame our results for 2025. First, the slowdown in Bitcoin activity that Will mentioned affected the entire industry and contributed to lower transaction volumes during the fourth quarter. This slowdown impacted our Q4 results, which were still positive for most key metrics. Second, our credit card and Bitcoin gift card launches were delayed compared to our initial 2025 forecasts, primarily due to third-party vendor negotiations and program setup efforts. We continue to expect those products to materialize into meaningful growth products for Fold. However, the time frames for when they do so have just been moved back as we worked out the launch time frames.

Third, each of our core business lines currently generate positive gross margins on a product-level basis, and we expect this to remain the case for the credit card as it reaches full scale. With that context, let me briefly summarize our key results for the quarter and for the full year of 2025. In Q4, we delivered 3,000 new verified accounts, bringing total verified accounts to more than 84,000, representing a nearly 20% increase year-over-year. Year-to-date total transaction volumes were $960 million, up 46% year-over-year. Q4 revenue was $9.1 million, an 8% increase over prior year same quarter, and full year 2025 revenues were $31.8 million, a 34% increase year-over-year. Our year-to-date GAAP operating loss was $27.8 million, compared to $5.8 million in the prior year.

Our year-to-date adjusted EBITDA was negative $17.2 million compared to negative $6.3 million in the prior year. As of December 31, 2025, we had nearly $63 million in net assets. Cash and cash equivalents were $7.7 million. Working capital was negative $2.3 million, inclusive of a $10 million current liability related to our Bitcoin-backed loan with Two Prime. Total Bitcoin in our treasury was 1,527, of which 1,000 Bitcoin were restricted from use and served as collateral for our convertible notes and credit facility. In addition to our product efforts, we’ve also made significant changes to our capital structure over the past few months. Specifically, in February 2026, Fold eliminated all of our outstanding convertible debt, which had a combined principal value of $66.3 million.

These restructuring efforts achieved several critical objectives for the company. First, the extinguishment of these convertible notes eliminated the complex restrictive covenants, consent requirements, and execution friction associated with those previous instruments. This simplification restores greater operational and financing flexibility for us going forward. Second, we strengthened our balance sheet as 521 of the company’s Bitcoin were released as collateral pursuant to these transactions. Those assets can now be strategically leveraged to support operational expenses, credit card warehouse, and reserve requirements, or to secure more favorable future financing arrangements. Third, the extinguishment of the convertible notes was accomplished primarily through non-dilutive means, including via the sale of 200 of our Bitcoin. The extinguishment of those convertible notes resulted in the removal of an estimated 8-10 million shares from our fully diluted share count, including potential shares issued to cover future interest payments.

We believe that these changes simplify our capital structure, reduce dilution risk, and improve financial flexibility as we scale the operating business. Looking ahead to 2026, we expect revenue growth to be driven by the rollout of the Fold credit card, continued expansion of our consumer products, and the growth of our newest enterprise business line. We expect transaction volumes and revenue to increase progressively throughout the year as those products scale, with particular correlation to the Fold credit card. Given the credit card just launched, we believe it would be premature to provide specific revenue figures for the full year 2026 at this time. With that, I’ll turn the call back to Will.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Thanks, Wolf. While 2025 was a foundational year for Fold, 2026 is when we expect our platform to truly begin to scale. Our team is ready. The credit card is launching, enterprise partnerships are growing, and our capital structure is better aligned with our operating business. The pieces are now in place. We are energized about the year ahead and confident in the direction we are heading. Operator, let’s open the floor for questions.

Operator: Thank you. Ladies and gentlemen, as a reminder to ask the question, please press star one one on your telephone, then wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Mike Grondahl with Northland. Your line is open.

Mike Grondahl, Analyst, Northland: Hey, thanks, guys. First question kind of has to do with the Fold Bitcoin Gift Card. What were revenues in the fourth quarter related to that product? Any data on number of cards sold or dollar amount of cards sold, or how online those websites versus Kroger, kind of a breakdown of sales or revenue between those two sources.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Hey, Mike, it’s good to hear from you. I’ll do my best to give some insight, more insight on the Bitcoin gift card. As you know, this was our first year launching it. We secured inventory at Kroger, the largest grocer in the country. The other part of it is to learn as much as we can. What we were able to do is work with the partner in store and online to see where customers want this product and how best we can position it for future growth, both with new customers but also at other retailers. This was one of the most successful new gift card launches this year. Very much mimicked the numbers of a brand new national chain launching their gift cards.

On our side, we saw pretty incredible growth. If we look at it since launch, it was about a 20% month-over-month growth on that product line, which brought thousands of new customers to the Fold platform. What we’ve been doing is watching what those customers do next, because a critical piece here is designing it so that it’s not just a place to redeem a gift card, but also to explore all the other services that Fold has to offer. We see an interesting mix, where we see some advanced familiar Bitcoin users come in and immediately uptake our Bitcoin exchange. In fact, one of our largest new users of the Bitcoin exchange and debit card actually comes from someone giving them a Bitcoin gift card.

They moved all of their spending and Bitcoin buying to our platform, which is amazing to see. On the other side of the spectrum, we also see customers who this is their first Bitcoin they’ve ever received. They are kind of going through the educational process of redeeming it and then watching Bitcoin every day. This volatility that we’ve seen recently certainly has given them an interesting first start to Bitcoin. Beyond its specific numbers, and I’ll throw it over to Wolf after to see how if he would like to add anything else. We think that the Bitcoin gift card now has enough proof points to start scaling to many new retailers.

We’re in fact in negotiations with some very large US-based retailers, both online and retailers to bring the product to their shelves and replicate that process. What we see is, you know, currently, Fold is still the only product out there offering this, and we have a window that we can continue to build this coalition of new retailers carrying this and see similar results. Once we start seeing things like 20% month-over-month growth, thousands of new customers coming in with essentially zero acquisition costs, that’s a channel we wanna double down into. We’re working with those retailers not only how we can make the product more clear, but also position it for even more volume in those stores. Wolf, do you have anything to add here?

Wolf Freepass, Chief Financial Officer, Fold Holdings, Inc.: Yeah. Kevin, or sorry, Mike, directing your question, as of Q3. Just a reminder, Bitcoin gift card sales go through our custody and trading revenues line. Through Q3, we had about $740,000 of revenue in that revenue line, and in Q4, we added an additional $722,000, which was largely due to the Bitcoin gift card. We haven’t expressly broken out the numbers between the gift card and actual exchange revenues, but it’s safe to assume that a majority of that was from Bitcoin gift card in Q4.

Mike Grondahl, Analyst, Northland: Got it. Maybe just one question on the credit card. What’s the size of the wait list today? How long do you think it takes you to get a credit card into everybody on the wait list’s hands?

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Great question. Very happy to report the product that the Fold team has been working on for, you know, a year, over a year now, is now out. We are underwriting. We are extending credit lines. The first users on this was first of course getting the whole Fold team and those close to Fold on the card. The next step is going through the top users of Fold and the wait list, and we are gonna be going down over the coming weeks and aggressively adding as many as possible from that list. Now, the limiting factors here, this is a new program. You know, this is going to be a huge program. As you know, I

We continue to believe that Bitcoin rewards or will overtake the airline miles as the preferred consumer reward in the U.S. That means that these card programs and our card program needs to scale to millions of cardholders. The way you do that on a card program that extends unsecured credit is getting the risk and fraud models correct. What we are doing is going through waves of customers coming in making sure our tooling, fraud, and risk controls are really dialed in, and that is the thing that allows us to accelerate. Once we see that those things are working and in place, we can really open the floodgates. You know, today we have over 80,000 on that list.

The wait list is going to reopen again, so we can continue to bring in more people interested, although they might not be able to get the card right away. We know the amount of demand that is currently here on this card, the amount of demand that exists in the world today that even doesn’t know about our product yet, is gonna lead to that wait list continuing to grow and, you know, more pressure on us to get it out as fast to as many people on our list as possible. I don’t have a specific answer on exactly how fast, because it’s all gonna be reliant on how dialed in our fraud and risk controls are.

The positive thing here is we have assembled an incredible team in, on that front to operationalize and manage this program. Veterans from existing credit card programs, veterans from bank risk departments themselves. We have all the pieces we need. I’m very highly confident that we are going to have a in the initial few weeks of onboarding and a couple months of moving through our wait list, but then we can move to a general access very quickly.

Mike Grondahl, Analyst, Northland: Got it. Well, good luck, guys. Thank you.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Thank you, Mike.

Operator: Our next question comes from the line of Kevin DeGeeter with H.C. Wainwright. Your line is open.

Kevin DeGeeter, Analyst, H.C. Wainwright: Oh, thank you. Well, thanks for having me on. We were just chatting about the credit card. Maybe you could remind us of the financial model behind it, if you wouldn’t mind, Will. I know you talked to it in the past, but maybe you could characterize it versus the debit card that you’re running and the gift card. We’d have sort of a relative measure on how Fold benefits from each of these separate products.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: It’s a great question. I think there’s a lot of ways to answer it. Number one, you know, Fold has been wanting to build this product since day one. We believe a Bitcoin rewards credit card that’s focused on people interested in saving, not those who want a trading platform, but those who want a platform to manage their day-to-day and long-term finances, is the winning product. We know that from feedback from our existing base and the proof points of the wait list. You know, of market participants, 80% are savers, conservative, traditional savers. Only 20% really align with wanting a trading experience. Fold brings the only Bitcoin rewards card into an environment that’s focused on saving and long-term saving. We built the card around savings as well.

The more you save on Fold, the higher your rewards rate goes. For us, we look at growth from a few angles. Number one, we think this allows us to open up to a much wider audience that matches our existing target demo. You know, our customers who use our debit card today are actually primarily credit card users. Now they’re gonna be able to double down and move their entire financial lives to Fold. We removed the last remaining hurdle. We’re gonna see multiple on our existing customers’ engagement on the platform, which is gonna be great. It’s gonna bring on a whole new cohort of customers that are looking for a credit card, and Fold just hasn’t had that until today. In terms of the economics, really, we took.

Many ways you could say, we took the hard path. We didn’t outsource the whole program to a third party that they get to manage and take the lion’s share of the economics. We partnered with Stripe and Visa to really build this ourselves and own as much of the stack and economics as possible. From an interchange standpoint, that’s two times the interchange of our debit card. From the actual volume and spend capacity, you know, our debit card today is subject to transaction limits that prevent people from putting all of their spend through that card. Now, the credit card is gonna come out of the gate with, you know, $20,000 and up credit line that we’re gonna be able to service our customers. We’re gonna be able to grow into those over time.

Overall, it’s just gonna be an expansion of volume that you’re gonna see moving through the platform. Interchange is 2x, and then, of course, we have the interest on the outstanding credit lines. For us, we have made sure that this product on a unit economic basis is profitable before even factoring in any interest from the revolving credit lines. We think this is going to be a huge move to the upside that we’re gonna start to realize as those balances begin to revolve. We get to see what those revolve rates are, and that will become a meaningful driver of revenue and the economics of this program. The other kind of soft benefit here is the cross-sell.

You know, to get more rewards on our on the credit card means engaging with our other other products in the platform. If you buy your Bitcoin through Fold, you can get up to 4% back on your purchases. If you use your Bitcoin to pay off the card, you get a minimum of 2% back on all your purchases. We’ve really made this product and designed it very specifically to drive the cross-sell and make it obvious to bring as much of your financial activity to the platform as possible. We’re really just getting started. Wolf, did I miss any of the key economic considerations there?

Wolf Freepass, Chief Financial Officer, Fold Holdings, Inc.: No, you got most of it. I think all that’s true on day one and going forward. Another important piece here, Kevin, is that long term, as this product scales, some of the costs do not scale with the program. There’s a handful of fixed costs associated with our program related to our partnership with Stripe and some of the other vendors. Those are fixed regardless of how we scale. Margins should improve over time. Then another key piece to this is, as part of our partnership with Visa, we get rebates, volume rebates, but those don’t kick in until after the program’s been live for a year. Year two will be even rosier than year one.

On day one, like Will said, this has been set up to be unit economics positive on a per swipe basis, as well as having the upside on the financing piece.

Kevin DeGeeter, Analyst, H.C. Wainwright: Thanks, Wolf and Will. Appreciate it. Now, the Steak ’n Shake initiative on the enterprise side looks really interesting. Can you offer a window into what your, I guess, business development strategy is there and what the pipeline looks like? Maybe a little bit more detail on how you see their employees exploiting the Fold platform.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Yeah, it’s a great question. You know, we’ve been working with Steak ’n Shake and other businesses to support them with the Fold platform, you know, over the last year in some limited capacity. You know, we looked at what we did this last year. You know, Fold has really rebuilt our team. We’ve rebuilt our infrastructure. We’ve now brought our new flagship product to market and to begin the rollout to the wait list. We looked at all of that investment and said, "How else can we support other customers, clients and ultimately more people on our platform?" We saw a major source of demand were from enterprises and businesses looking to use the exact infrastructure we’ve built.

You know, we have checking accounts, we have the exchange, we have debit card, we now have credit card, we have rewards. The very same things our customers use Fold every day for to accumulate Bitcoin, to manage their Bitcoin, to manage their dollars, are all relevant to businesses too. We said, you know, "What’s the best way for us to get started in this space?" Really, the Steak ’n Shake program is really a great example of it.

We are now enabling Steak ’n Shake to offer a service they’ve wanted to do and really is not provided in the market at all, and they use us as a trusted party with the infrastructure we’ve built to bring their employees to us, who now use us as a place, not only they manage their bonuses, but ideally also direct deposit all of their paychecks. They manage their spending. This is a really elegant way that Fold is now able to extend more value to a large group of interested businesses at the same time of onboarding their employee base as customers to us. This has a double effect for us here.

We both get these SaaS recurring contracts with the enterprise partners, but we also get the activity from their customers who are direct depositing, spending, sending money, earning their bonuses through our platform in a way that has a long-term, very sticky engagement. You know, we wanted to get this out to market with Steak ’n Shake, and we’ve kept it relatively quiet. Steak ’n Shake mentioned us and made it public about the fact that we were powering this infrastructure, and that has built an incredible pipeline of new partners that want to implement this. They all run the gamut between other large publicly traded corporations with thousands of employees, all the way down to landscaping and contractors who manage, you know, 3, 4, 5, 10 employees.

We’ve seen just across the board, significant demand, not just for the Bitcoin bonus program, but also how can Fold’s entire infrastructure we’ve already invested in, already built, serve them in their businesses as well. We believe we’ve uncovered a very deep well of demand and customers who are really ready to jump on board without us really doing any marketing here. I think what you’ll see with us in the coming months is as this program gets to market, you’re gonna see a lot more from the employee experience. We already have other partners in contract stage that we are closing.

Those partners have hundreds of employees, tens of employees, and we are going to be really focused on making this a very recurring and repeatable SaaS model where ultimately any business can sign up and do this. Hopefully, we get to a point where it’s not just the Bitcoin bonus program where we’re serving that need plus their customers’ financial or their employees’ financial needs, but all needs for the business, managing their treasury, managing their spending. What about rewards on their operational spending? All of this to us is what we believe is the beachhead into an incredibly large, active market that I am personally very excited to dig into. I think for our investors and shareholders should be even more excited because this is not gonna require a lot of more operational overhead to manage.

We’ve already made the investment this year. We’ve already rebuilt the application. We’ve rebuilt our partners. We’ve brought the credit card program to market. We now have a platform that is both very differentiated and maybe the most comprehensive Bitcoin platform out there for consumers. We believe it will also be that way for businesses.

Kevin DeGeeter, Analyst, H.C. Wainwright: Can you offer just maybe a little history on the development of the relationship? Will, help us understand how you two, your two companies crossed paths and whether or not you saw it as sort of an employee-driven opportunity, I guess, or the Steak ’n Shake employees wanted to be connected with a Bitcoin platform. I know the company is forward-thinking from a crypto perspective, but not every company is. I’m wondering what advantages the companies themselves see aside from the benefits to their employees.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: You know, we often play the role of bridge for existing, you know, traditional corporations, traditional financial services companies, and just traditional brands. You know, Steak ’n Shake is one of the oldest fast food chains in the country. They had a group at the leadership level who was committed to Bitcoin, saw it not only as a means of payment, but also tapping into a cultural trend that they believed they had a lot to offer. Let’s talk about Bitcoin not only as a method of payment, but part of identity. Let’s bring in, you know, new healthy ways of offering fast food. All of this came in and very dramatically changed their entire company overnight with incredible growth.

For us, that’s a story that we love to hear. We’re often very much part of that. You know, we’ve been working and building the largest merchant network of businesses interested in Bitcoin and interested in tapping into the market of Bitcoiners because they know how valuable those customers are. We often are the bridge about, you know, how do we get involved? How do we do this? Steak ’n Shake initially started their initiative to accept payment. They saw same-store sales skyrocket. They are posting some of the best numbers in the fast food industry. They were really introduced to us as a way, how do we expand that? How do we instead not just enable people to spend Bitcoin, but how do we enable people to earn Bitcoin through rewards?

Fold is a natural place to start. Not only did we create this category from the beginning, but we’re the leaders, and we have helped other businesses, national public companies, do the same. We were a natural fit. We then launched the Bitcoin Meal Deal, which every meal sold was eligible for $5 in Bitcoin. The idea is, hey, let’s give people their first taste of Bitcoin through Steak ’n Shake and partnership with Fold. That program has done remarkably well, not only bringing in thousands of customers to Fold, but also whole new marketing angle for Steak ’n Shake to differentiate themselves in a very commodified market.

That success naturally rolled in here of, you know, it’s really not just about, you know, enabling our customers to both spend and benefit from Bitcoin integration, but our employees too. They believe Bitcoin is an incredible long-term savings tool, and the ability to offer a Bitcoin bonus to their employees to them means lower recruiting costs. It means less retention costs because they’re able to retain employees for longer without retraining. There’s an element in this bonus of a vesting schedule that really helps and encourages people to stay longer. You know, the more time that Bitcoin has, the more it is proven over its history to appreciate. This could really be meaningful amounts of value for these employees.

It really stands apart as I believe one of the most forward-thinking innovative programs for American workers. We think this is a program that is completely relevant to a very broad swath of companies. Even if they don’t identify at the leadership level with Bitcoin, they want to hire Bitcoiners and those interested ’cause they are loyal, they are long-term thinkers, and they are generally advanced, both from a financial standpoint and from one of someone who’s really curious and plugged in. Being able to offer that allows them to stand apart. What Fold has done is we saw this market need.

We saw that it was not being fulfilled, and we said, "We have the existing infrastructure, and let’s support Steak ’n Shake to do this, and let’s grow it into repeatable offering that can go on autopilot that both brings more customers to Fold, but also entirely new types of customers." I think that’s one of these great ones as we start to hit scale, where we are able to use the same infrastructure we’ve invested so deeply in and add multiples on top of it by applying this to various new customer types.

Kevin DeGeeter, Analyst, H.C. Wainwright: Well, congratulations on that. I remember seeing them advertise at Bitcoin in Las Vegas last year, and I just didn’t know that you were the team behind making that all happen. Congratulations on that. Thanks for all the color, Will.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Thanks, D.D. Of course.

Operator: Thank you. Our next question comes from the line of Hal Goetsch with B. Riley. Your line is open.

Hal Goetsch, Analyst, B. Riley: Hey, this is Hal Goetsch from B. Riley. You know, given the people on the wait list, and generally it takes in the industry maybe $500 or much more than $1,000 to acquire a customer for a credit card, have you thought about what your customer acquisition costs are going to be for maybe the first tranche of the backlog or the wait list? That’s the first question. The next question is, we’ve seen other fintechs launch credit card programs and get to a certain number of users, and then they don’t scale from there.

I’m just wanting to get your feel for where you think, you know, the annual volume could be in GMV or size of the credit book for it, this to be a successful launch in the first 2 to 3 years. What do you think those numbers have to be? Thanks.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Thanks, Hal. It’s good to hear from you. Last year we hit an unexpected snag. Our initial partner for the card program pulled out because they were acquired, and that program was shut down. As a result of that, we knew that we had to go back to the drawing board. What we did was say, "Hey, how do we use this as an opportunity and make this program even better?" What we were able to do is not only swap out one partner for what I believe is probably the premier payments company and financial services company, Stripe and Visa, but we are also able to make the program more attractive.

Before it was up to 3.5% back, it is now up to 4% back. We did all of that in the wait list with very minimal marketing spend. Wolf can follow up after this with some specifics on that. Because we didn’t actually end up bringing to market last year, we pulled back on a lot of the spend. That wait list kept growing. I mean, you know, we’re over 80,000 people on that wait list. You know, we have stopped, you know, really marketing it. However, we will reopen it again as we see more and more as this card starts to roll out, which will inevitably bring more and more eyeballs and interest here.

That initial group on that wait list is gonna have an incredibly low acquisition cost. I would guess very similar to what our historical acquisition costs are, because it’s done in a very similar way of how Fold builds product. We build something that people genuinely want, that has limited availability in the market, and we bring something that we try to make very simple, intuitive, and open. You know, the Fold credit card is zero annual fee. It’s a beautiful metal card. I’m excited for everyone to get to see this. The reward structure is only really getting started.

It not only has the benefit of being built on the back of the largest and most rewarding merchant network out there, it also has really flat, intuitive program that I believe stacks up against any of the other cards out there in the market today. I not only expect that we are gonna move through that wait list, but we’re also gonna see a lot of customers who may have already moved to one of the other cards come and jump to this program because of how rewarding and how simple and easy it is. In terms of how we think about growth here, there’s a few things. Number one, again, our existing core user base that is here without the credit card, they’re all primary credit card users.

Just the fact of this being made available is gonna do two things. Number one, it’s going to allow Fold to swallow 100% of their monthly spending now that we can handle their bill pay, their debit needs, and their credit needs. It’s also going to allow them to put more of their total financial focus to our platform. More money is going to be sitting on our platform because they’re gonna be paying off their credit card bill with us. That means, more volume going through our Bitcoin exchange program, and this is where that cross-sell magic really starts to happen.

Even just from our core base, the fact that we’re removing the friction of loading a debit card, we move to the credit model, is gonna lead to an explosion of a per user volumes on the platform. Now, beyond that, the credit card and our customers tend to be higher income. It’s not uncommon for our customers needing $10,000, $20,000, $50,000 to meet their monthly spending needs. The Fold credit card finally gives us the form factor that we can support them wholly and comprehensively, and not just be where they earn some of their rewards or buy some of their Bitcoin. We are their core operating system for their everyday and long-term finances.

To me, this is going to have a transformative effect on GMV, not only from the existing customers, but the customers we now get to attract explicitly to the program. Wolf, do you have any other things to add there on how to think about CAC or volumes?

Wolf Freepass, Chief Financial Officer, Fold Holdings, Inc.: No, I think the key for us is we know this product has demand. We achieved this wait list that we’ve been talking about for the last year or so, basically with almost zero marketing dollars spent on that. In sort of the opposite way, we actually encouraged our users to participate in our platform in order to move up on that wait list. People were paying to get there, and they want the card. Yes, there are other crypto credit cards out there, but there’s not a good crypto Bitcoin-only credit card option. We have this demand, and I think we are well-positioned to capture as much of that demand as we can.

You know, if it comes to the point where we think we need to double down on marketing to continue growing that program, we can make that decision. But for right now, we don’t view this as a hugely expensive product rollout for us.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Hal, just to add one thing here, Hal. For Fold, if you think about the 80,000, you know, wait list that we have there, simply moving through that wait list, you know, even adding in, you know, some conversion there, not everyone’s gonna be approved for the card. But that wait list alone represents a transformation of the company on every single axis, from volumes to revenues, from cross-sell and product adoption. That is without moving beyond and getting new people interested, adding more people to the wait list or even GA. What Fold already has today is spring-loaded in terms of a complete transformation of the company on almost every front.

Hal Goetsch, Analyst, B. Riley: Terrific. You know, could you go over some of the attributes? I mean, I think is it up to 4% rewards now? ’Cause like you want this card for a high-end user to be top of wallet, right? You want it to be the card they use for almost all their spend. Could you just go over the rewards again besides the crypto rewards or what else that might be involved in getting this to become a top of wallet product for users? Thanks.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Yeah. This is what the primary audience for this product are people who are serious about building long-term savings in Bitcoin. For us, we wanted to primarily at first, because these are the people that make up our wait list, is to incentivize that group to bring their Bitcoin buying to Fold. If you do that, you can earn up to 4% on your purchases. The way that generally the card is structured is it is a free no annual fee card. You are given a metal card and your virtual cards to use for spending. You get a minimum of 1.5% back unlimited on all your spend. If you buy Bitcoin with us, you can get up to 4%.

If you use your Bitcoin to pay it off, your 1.5% turns into 2% unlimited. It really is initially speaking to the group of, "Hey, if you are serious about saving in Bitcoin, there is no more rewarding card than this." That group is an incredibly valuable customer set, and there are hundreds of thousands of people that fit that bill. Not interested in, you know, long tail crypto trading, interested in building a bedrock of long-term savings with Bitcoin and dollars, and there is no better card to do that than with the Fold Card.

Now, as we look out on more benefits, you know, you get access and can tap in to the existing rewards network that we offer today, where it is not uncommon to earn 3, 4, or 5% back at some of the largest national retailers and service providers here in the U.S., you know, Uber and Instacart and DoorDash all are present on the Fold platform. We are really going to look at this as really the first step. We think that what we are bringing to market is going to satisfy and attract a cohort of, you know, I personally believe hundreds of thousands of Bitcoin savers will flock to this program. From there, we continue to build it out with new features that we see in demand from our customers.

You know, if our customers want help on terms of more benefits for helping them in traveling so that they can fully drop their airline miles card, we may look into that and find travel partners and airline partners that are interested in taking advantage of this opportunity. Really, we see what we’ve built is the first step, and we’re gonna continue to iterate with the one thing being true, that this is the most rewarding card for Bitcoin-interested savers in the U.S. We’re gonna stay very, very focused on making sure we maintain the pole position.

Operator: Thank you. Thanks, guys. Good luck. Thank you.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Thanks, Hal.

Operator: Our next question comes from the line of Nathan Frankovitz with Cantor Fitzgerald. Your line is open.

Nathan Frankovitz, Analyst, Cantor Fitzgerald: Hey, guys. This is Nathan with the Brett Knoblauch’s team. Thanks for taking my question. I had another on the credit card. I know it just launched last week, and that you said you’re dialing fraud and risk controls before scaling into the remaining wait list. Could you give any color on the pace of the ramp-up in those active cards, perhaps by the end of Q2? Separately, could you give any detail on how funding receivables from the credit card business?

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Yeah. Primary limiter on getting out through the wait list is gonna be dialing in those controls. We have set up waves to invite new customers to the platform off the wait list, starts with several hundreds, moves to several thousands, then we’ll move to tens of thousands. These stage gates will each have their own KPIs that we’re watching to make sure that fraud and risk controls are correct. We’re watching the behaviors of the customers. What’s revolves? What are we looking on spend categories? In addition to that is watching the wait list continue to grow and inviting new customers off of that. I don’t have a specific on the end of Q2.

This is part of the reason why this being such a new product that, you know, we wanna make sure that we are coming from a really educated point of view in terms of how big we think this can be by the end of the year. We think we need these next couple months to really hone that point of view in. From there, we can give far more guidance on that. We need this first because this first rollout, you know, as you guys are looking at, you know, other cards you may have covered, you know, managing fraud and risk is perhaps the number one most important thing for a credit card program to do.

We got an incredible team behind it that I am very confident is going to be making sure this is at a rapid pace. The benefit here is, you know, getting this card to market is reliant on multiple vendors and partners and compliance regimes that are sometimes out of your control. We saw what it means to be out of your control in this last year. Now that we’re in market, it’s all under Fold’s control. We hold our foot on the gas and the brakes and, you know, our interests are really aligned with our shareholders, which is to get this thing out as fast as possible to as many people as possible while making sure the program is safe and sustainable. We have the framework to do so.

We have the talent to do so, but can’t give any specific number. Again, we start with hundreds, move to thousands, and then tens of thousands. I think that’s something that we can accomplish over the next couple of months.

Nathan Frankovitz, Analyst, Cantor Fitzgerald: Awesome. Thank you. Could you give any color on how you’re funding the receivables from the credit card business?

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: I’ll let Wolf jump into this piece. This was a really important part of this. Again, we were really clear from the beginning is that we’re not building this card and fully outsourcing it so that all the economics goes to, you know, third-party providers, and we’re using it only as a customer acquisition tool. We believe this becomes really a credit platform at the center of Fold that we can continue to add, to evolve and build on. What that will do is allow us to retain maximum economics here. You know, many other companies look at credit card programs as a loss leader. Fold’s is gonna be a profit generator, a profit center, and it’s not only gonna do that, it’s gonna drive more people to other profit centers across our app.

We built it so that we can retain maximum economics on interchange and interest as we need. We are going to be tapping third-party financing facilities to continue to scale. Fold is gonna be participating as we go, but we get to decide how much or how little we wanna participate. I’ll send that over to Wolf to give any more details here.

Wolf Freepass, Chief Financial Officer, Fold Holdings, Inc.: I think you covered it. Long-term, we wanna give ourselves the optionality to participate in the financing economics. We’ve structured it such that we can bring in third-party warehouse facilities or bring the balance sheet ourselves. It’ll be an evolving mix as we grow the program.

Nathan Frankovitz, Analyst, Cantor Fitzgerald: All right.

Operator: Thank you. Please stand by for our next question. Our next question comes from the line of Eddie Gonzalez with Prudential. Your line is open.

Eddie Gonzalez, Analyst, Prudential Advisors: Hey, this is Eddie from Prudential Advisors. Hey, Will, Wolf, Samir, thank you guys for taking my question. Following up on the app rebuild and the launch of the unified experience from February 2026, you guys consolidated rewards, spending, and balances into one hub. Can you share any key user metrics from this new user interface after eliminating the subscription fees for Fold+? Second part is, can you tell us more about how the Bitcoin credit card launch fits in with this new app upgrade, helping the crossover sell to Fold’s other BTC products?

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Great. Great question, Eddie. We went back to kind of first principles at Fold. You know, we see our job as to be the bridge for Bitcoin to mainstream America, to make and normalize Bitcoin as a legitimate and very valuable aspect of anyone’s savings strategy. We looked at our platform and said, "Well, are we living up to that? Do we match it?" We saw gating our best features behind a subscription was actually counterintuitive. It was blocking people from experiencing the platform, digging deeper and bringing all of their financial activity to us. We have not yet, but we will be soon fully removing the Fold+ subscription from the Fold experience to what we like to say is really unleash the floodgates.

That is also why the credit card has no annual fee associated with it. We are trying to make this card reach maximum amount of people interested, and we wanna have zero reason for you to second-guess or say, "Hey, I’ll wait and see." We think people are gonna love the new experience and love the new card. The first step was let’s remove all the friction. To give you, I don’t have exact numbers, I don’t think we can share quite yet. I think it’s still early. I’m excited about our next reporting, where we get to dig into this a little bit more granularly.

Because Fold made the decision, the Fold team made a pretty, what I’d say bold decision, which was, hey, we’re not only going to be building the flagship products that’s gonna lead Fold to what I believe will be hundreds of thousands, millions of new users to the platform, which is the credit card, but we’re also gonna rebuild the app itself. The decision to do so, that. It wasn’t about necessarily a redesign or things like that. It was really about, let’s build it from the ground up so that we can build faster. I had a release date. We had an announcement the other day, where Fold shipped over 100 bug fixes, and I believe almost 10 new features in a 30-day period.

That is the type of velocity that Fold used to do last year at this time, maybe would take us 2 months. Now we’re doing that in 30 days, and that’s gonna continue to progress. The Fold team is actively using AI tooling in their work. We have the most talented group of people ever to work at Fold, and it’s showing up in our ability to ship and ship fast and of high quality. The new app release gives us a foundation where we get to iterate faster and ultimately ship features at a far higher speed than we ever have before, which means a lot more cool stuff is gonna come into the hands of our customers faster. That’s again why we wanted to remove any gating features to that.

You know, as we move into the credit card launch, again, we’re actively underwriting, extending credit lines. We will be moving through the credit card wait list. You know, you’re gonna see people out in the wild with the credit card using it. We will continue to update the market regularly on our ability to move through that wait list. We are very excited to show not only how fast we can get through it, but also that we’re dialing it in. Fraud and risk is right, demand is high, and that’s gonna be paired with, you know, getting loud about this program on media, and ultimately getting us to general access, where anybody who has a desire can get the app within a few minutes or get the card within a few minutes.

Mike Grondahl, Analyst, Northland: Thank you. Appreciate it, Will.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Great.

Operator: Thank you. Our next question comes from the line of Dave Storms with Stonegate. Your line is open.

Dave Storms, Analyst, Stonegate: Evening, and thank you for taking my questions. Just wanted to go back to maybe the costs associated with the credit card. Wolf, I know you mentioned there should be some fixed cost absorption here, but with fraud and risk being the current limiter, is there a size beyond the first cohort that you would need to invest more in headcount or technology here? Or is it more about time on task to let fraud and risk catch its stride? Just trying to maybe hone in on the scalability of the card.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Yeah. This is entirely a honing in our models and our tooling. This is not new headcount. Fold always has operated from a principle of operating very lean, and that is less, you know, not first and foremost, that’s actually not a cost control mechanism first and foremost. It’s actually a talent acquisition approach, where being lean allows us to provide much larger opportunities for those that choose to join us. With that said, we also are onboarding people who are coming natively from being very familiar with AI tooling, of course, being experts in their field. A lot of this really is just about let’s get the models right. This is not about a major need for headcount.

There really is no threshold where it becomes very abundantly clear that hiring is the only way through that scaling issue. For us, we see this primarily as a training and a modeling question. Wolf, do you have anything to add there?

Wolf Freepass, Chief Financial Officer, Fold Holdings, Inc.: No, you covered it. I think our, you know, our primary cost on this program beyond chargebacks, which you know, the chargebacks and the write-offs piece is the piece we really wanna understand the data on before we go too crazy with scaling. A lot of that data is publicly available based on existing programs. We’ve got that. We’ve got vendor costs, whether that’s Stripe or you know, if we do bring in a third-party warehouse facility. We’ve got some people helping us do some of the data transfers, and then obviously rewards will be a big cost component to this program. You know, as it grows, we’ll obviously consider if we need to bring in in-house headcount to support the program.

For the time being, we’ve got the right pieces in place.

Dave Storms, Analyst, Stonegate: That’s great color. Thank you. If I could just maybe ask one more around your balance sheet, and I recognize that you all are not a Bitcoin treasury company. But being judicious with your Bitcoin treasury has allowed you to have some pretty interesting and creative capital solutions. With treasury down about 700 coins from the start of the year maybe, should we expect any attempt to rebuild that treasury, or should we maybe look at the balance sheet more holistically and take into account, you know, some of the debt elimination and other measures that you’ve gone through to shore up the balance sheet?

Wolf Freepass, Chief Financial Officer, Fold Holdings, Inc.: Yeah. I mean, I think you’re right. We did get rid of some Bitcoin from our top line, but we also cleared off a huge amount of debt that sat there, a huge amount of shares, convertible shares on our fully diluted cap table. The moves we made here in Q1 were intentional. I think we in some ways are trying to send a message to say, "Hey, we’re not out here playing the DAT game. We’re not a digital asset treasury company.

We do have Bitcoin, but we’re prioritizing our operating company first, and we’ll use our Bitcoin treasury to support that, when and where possible." You know, going forward, we would love to continue to add Bitcoin to our treasury where possible, but we’re not going above and beyond here for financial engineering plays that do that at all costs. I think, you know, we have a really unique story with our OpCo, and we wanna really focus on that. Hopefully in the near term, we’ll be generating cash flow that allow us to reinvest into building our Bitcoin treasury.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: Yeah. Dave, I think we— Fold has two assets that are deeply undervalued. We believe our Bitcoin’s undervalued, but even more undervalued than that is our equity. We think it takes about two seconds to look at the company. We’re losing all convertible debt, showing you know 34%+ revenue growth year-over-year, even with a pretty dramatic downturn in the industry in the fourth quarter. You can go look at that against the revenue multiple we’re trading at. You can look at it from our market cap versus the nominal Bitcoin that we have and even Bitcoin we have unencumbered. Really what it is is the operating company is being deeply undervalued in the market today.

When we think about our Bitcoin holdings and we think about our company, it’s constantly looking and balancing these two things. Which of our undervalued assets is more undervalued at this point, and which one can help kind of rebalance that equation? We think the steps that we took over the last few months not only positions the operating company to be fully ready to support the growth of these transformational new products that we’re bringing to market that are in market today, but also clears the complexity from our capital structure and allows us to really operate from a point of strength and leverage.

That was only made possible because in the past, Fold has done what we do, is make sure we have an operating company that can bring us more Bitcoin, and we can use that Bitcoin to then invest back into the company. Like Wolf said, I absolutely look forward to the day when we’re continuing to stack Bitcoin. I believe that day may be sooner than we imagine, and it’s gonna be largely driven by the growth and success of the operating company. That is our Bitcoin treasury strategy, is an incredible operating company.

Dave Storms, Analyst, Stonegate: That’s great commentary. Thank you for taking my questions.

Operator: Thank you. Ladies and gentlemen, I’m showing no further questions in the queue. I would now like to turn the call back over to Will for closing remarks.

Will Reeves, Chairman and Chief Executive Officer, Fold Holdings, Inc.: All right, everyone. Thank you, Tawanda, for helping us through here. Thanks to everyone who got up to ask questions and have been following our stories both on the institutional side and retail side. You know, this year has been unexpected. I think everyone could say the same operating in our industry. I couldn’t be more proud of the strategy and approach that our team at Fold took. You know, we decided to double down on improving our infrastructure, improving our team, improving our process in getting out these products to market that our customers have been clamoring for years now.

We’re really at this inflection point where we not only have an existing business that is growing through market downturns and it accelerates in the market in good times in the market. Now we have a whole other multiple from the Bitcoin rewards credit card, which is going to be rolled out to that 80,000+ wait list, which alone is going to transform the company to our new enterprise offering represented by the Bitcoin bonus program, continuing to roll out new SaaS contracts, recurring revenue sources, and new employees entering the ecosystem, to the continued build-out of some of the features that we haven’t really talked about much that will be hitting the platform over the next few months that are also gonna be very exciting.

I am deeply grateful for everyone who’s been following this story. I am completely open for new product feedback. If you have ideas, we always love to hear them. But ultimately, Fold is committed heads down, what I think building the premier Bitcoin financial services company in the U.S., and I think 2026 is the year the world gets to know that. I look forward to the next time we get to meet and showing you all the numbers behind a lot of the vision that we’ve had. Again, deeply thankful for everyone showing up today. Thank you.

Operator: Ladies and gentlemen, that concludes today’s conference call. Thank you for your participation. You may now disconnect.