Revenues: $5.6 million, 21.1% YoY decrease
Transaction Volumes down 32% YoY
More than 1,000 Fold Bitcoin Credit Cards in Circulation
Restructuring fees on Bitcoin Gift Card to Drive Distribution
PHOENIX, May 12, 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 first quarter ended March 31, 2026.
Q1 2026 Financial Highlights
- Revenue: $5.6 million; 21.1% YoY decrease
- Net Loss: ($29.2) million
- Adjusted EBITDA2 (Loss): ($5.8) million
- Loss Per Share: ($0.59) per share
- Adjusted EBITDA (Loss) Per Share2: ($0.12) per share
- Bitcoin Investment Treasury Holdings1: 826 BTC
Q1 2026 Key Operating Metrics
- Total Transaction Volume: $172 million; 32% YoY decrease
- Total Verified Accounts: nearly 85,000, added close to 2,000 new verified accounts in the quarter
CEO Commentary
“Q1 was a challenging quarter across the broader Bitcoin industry. Lower Bitcoin prices pressured transaction volumes, trading activity, and consumer engagement, and Fold saw that pressure in our results,” said Fold Chairman and CEO Will Reeves. “But as with past drawdown cycles, we believe the fundamental value proposition, technological value, and network effects of bitcoin remain strong. We are focused on what we can control, and we continue to put our energy and focus into building our products and serving our customers. Importantly, Fold remains focused on building a scalable platform with multiple interconnected products that we believe will drive durable and long-term growth.”
Mr. Reeves continued, “We continued the rollout of the Fold Bitcoin Rewards Credit Card this quarter and now have approximately 1,000 cards in circulation. We expect to expand distribution in the coming months and meet the market’s high demand for this game changing product. While still early, initial user feedback is positive and initial cohort data is promising. Cardholders are already engaging with multiple products in our ecosystem, validating our belief that the card can become both a powerful acquisition engine and a major driver of ecosystem engagement over time. ”
He added, “The Bitcoin Gift Card also remains an important part of our growth strategy and continues to perform strongly. Through this product we have onboarded thousands of new customers and reengaged existing users through a familiar retail experience, and many of these users are now engaging across the broader Fold ecosystem. Our flagship relationship with Kroger has been a success, and we believe this model can scale nationally across additional retailers. To support that growth, we are restructuring our gift card economics with distribution partners to materially reduce customer friction and improve retail placement opportunities.”
Mr. Reeves concluded, “Despite a challenging market backdrop, we believe Fold made significant progress in the first quarter and, more importantly, laid the foundation for what comes next. With credit gaining traction, a more aggressive customer acquisition strategy in place, and continued improvements to our platform, we believe Fold is well-positioned to grow, increase engagement, and build a valuable, long-term business.”
Strategic & Business Updates:
- Fold Bitcoin Rewards Credit Card
- More than 1,000 cards now in circulation
- Expect continued distribution throughout the year; prioritizing the roughly 80,000 people on the waiting list
- Initial cohort data showing strong cross-product adoption
- The Fold Credit Card is powered by Visa and Stripe, allowing users to earn bitcoin rewards up to 4.0%
- Fold Bitcoin Gift Card
- Fold is restructuring its fee on cards to accelerate distribution and drive customer acquisition
- Fold believes the full distribution of the Bitcoin Gift Card will drive thousands of new users to its ecosystem and lead to the increased adoption of other products
- Currently available online (Fold app, foldapp.com, giftcards.com, etc.) and in store (~2,000 Kroger brand locations)
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: May 12, 2026
Time: 5:00 p.m. ET
Participant 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 826 BTC as of March 31, 2026 and May 11, 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 is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Credit Card™, 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 and gift card product, 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, including our ability to process and approve new credit card applications; (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. Condensed Balance Sheets (Unaudited)March 31, December 31, 2026 2025 Assets Current assets Cash and cash equivalents $11,526,471 $7,652,203 Accounts receivable, net 539,147 728,001 Inventories 460,701 478,045 Digital assets - rewards treasury 5,253,902 6,872,869 Prepaid expenses and other current assets 2,195,840 2,384,684 Total current assets 19,976,061 18,115,802 Digital assets - investment treasury 56,355,303 133,658,791 Capitalized software development costs, net 1,704,704 1,393,752 Other non-current assets 292,858 299,309 Total assets $78,328,926 $153,467,654 Liabilities and stockholders' equity Current liabilities Accounts payable $1,653,305 $704,789 Accrued expenses and other current liabilities 2,609,739 3,166,186 February 2026 note - related party, net 12,151,382 - Credit facility 20,000,000 10,000,000 Customer rewards liability 5,253,902 6,872,869 Deferred revenue 308,627 366,252 Total current liabilities 41,976,955 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 41,976,955 90,477,007 Commitments and contingencies (Note 13) Stockholders’ equity Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026 and 0 shares issued and outstanding at December 31, 2025 - - Common stock, $0.0001 par value; 600,000,000 shares authorized, 50,738,916 shares issued and 50,353,315 shares outstanding at March 31, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025 5,076 4,849 Additional paid-in-capital 236,453,785 233,924,782 Accumulated deficit (200,106,890) (170,938,984)Total stockholders’ equity 36,351,971 62,990,647 Total liabilities and stockholders’ equity $78,328,926 $153,467,654
Three Months Ended
March 31, 2026 2025 Revenues, net $5,592,309 $7,087,837 Operating expenses Banking and payments costs 4,806,374 6,758,924 Custody and trading costs 598,415 45,785 Compensation and benefits 4,034,267 6,457,940 Marketing expenses 268,108 399,798 Professional fees 1,667,414 1,788,505 Amortization expense 156,079 91,071 (Gain) loss on customer rewards liability (1,507,471) (1,100,857)(Gain) loss on digital assets - rewards treasury 1,689,455 1,010,586 Other selling, general and administrative expenses 1,709,981 1,136,455 Total operating expenses 13,422,622 16,588,207 Operating loss (7,830,313) (9,500,370) Other income (expense) Gain (loss) on digital assets - investment treasury (28,629,465) (15,617,152)Change in fair value of SAFEs - (6,503,113)Change in fair value of convertible note 13,200,089 (6,534,143)Convertible note issuance costs and fees - (9,569,109)Loss on extinguishment of debt (4,005,132) - Interest expense (2,273,828) (1,271,638)Other income 374,214 120,303 Other expense, net (21,334,122) (39,374,852) Net loss before income taxes (29,164,435) (48,875,222)Income tax expense (benefit) 3,471 3,978 Net loss $(29,167,906) $(48,879,200) Net loss per share attributable to common stockholders: Basic and diluted $(0.59) $(1.92)Weighted-average common shares outstanding: Basic and diluted 49,656,409 25,436,398
Three Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $(29,167,906) $(48,879,200)Adjustments to reconcile net loss to net cash used in operating activities: Amortization expense 156,079 91,071 Loss on digital assets - rewards treasury 1,689,455 1,010,586 Loss on digital assets - investment treasury 28,629,465 15,617,152 Gain on customer rewards liability (1,507,471) (1,100,857)Change in fair value of convertible note (13,200,089) 6,534,143 Convertible note issuance costs and fees - 9,569,109 Loss on extinguishment of debt 4,005,132 - Amortization of debt issuance costs 6,638 - Amortization of debt discount and premium (114,731) 525,921 Change in fair value of SAFEs - 6,503,113 Share-based compensation expense 1,696,766 5,170,275 Other non-cash adjustments (343,039) - Increase (decrease) in cash resulting from changes in: Accounts receivable, net 188,854 (491,433)Inventories 17,344 (140,782)Prepaid expenses and other current assets (11,187) (962,423)Accounts payable 948,516 373,426 Accrued expenses and other current liabilities 816,814 660,721 Customer reward liability 344,298 611,552 Deferred revenue (57,625) (46,574)Other non-current liabilities (689,680) - Net cash used in operating activities (6,592,367) (4,954,200) Cash flows from investing activities Purchases of digital assets (716,500) (1,562,973)Proceeds from sales of digital assets 14,376,468 - Payments for capitalized software development costs (467,031) (266,221)Net cash provided by (used in) investing activities 13,192,937 (1,829,194) Cash flows from financing activities Proceeds from issuance of note 13,000,000 - Repayment of convertible note (25,166,667) - Proceeds from recapitalization - 804,600 Payments of deferred IPO costs - (652,013)Proceeds from issuance of common stock 389,665 - Proceeds from credit facility 10,000,000 - Common stock withheld for employee tax obligations (949,300) - Net cash provided by (used in) financing activities (2,726,302) 152,587 Net increase (decrease) in cash and cash equivalents 3,874,268 (6,630,807)Cash and cash equivalents, beginning of period 7,652,203 18,330,359 Cash and cash equivalents, end of period $11,526,471 $11,699,552 Non-cash investing and financing activities Non-cash payment of interest with common stock $613,334 $- Distributions of digital assets to fulfill customer reward redemptions 455,794 714,802 Distributions of digital assets to satisfy other current obligations 480,307 1,012 Non-cash repayment of convertible note via transfer of digital assets - related party 34,007,466 - Non-cash amortization of deferred issuance costs 6,451 - 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 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 2,655,139 -
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:
Three Months Ended March 31, 2026 2025 Net loss $(29,167,906) $(48,879,200)Add: Interest expense 2,273,828 1,271,638 Income tax expense (benefit) 3,471 3,978 Amortization expense 156,079 91,071 Share-based compensation expense 1,709,413 5,170,275 (Gain) loss on customer rewards liability (1,507,471) (1,100,857)(Gain) loss on digital assets - rewards treasury 1,689,455 1,010,586 (Gain) loss on digital assets - investment treasury 28,629,465 15,617,152 Change in fair value of SAFEs - 6,503,113 Change in fair value of other liabilities (343,039) Change in fair value of convertible note (13,200,089) 6,534,143 Convertible note issuance costs and fees - 9,569,109 Loss on extinguishment of debt 4,005,132 - Adjusted EBITDA $(5,751,662) $(4,208,992)For investor and media inquiries, please contact:
Investor Relations:
OG Advisory Group
Samir Jain, CFA
[email protected]
Media:
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Cindy Stoller
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