Launched Fold Reserve and Lead Bank Accounts
Custody & Trading Revenue Up 270%, Driven by TikTok Shop Distribution
Fold Credit Card Expanded to ~2,500 Cardholders

PHOENIX, Nov. 10, 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 third quarter ended September 30, 2026.

Q3 2026 Financial Highlights

  • Revenue: $4.2 million
  • Total Operating Expenses: $10.5 million, down 21% year over year
  • Net Loss: ($2.6) million
  • Adjusted EBITDA2: ($4.5) million loss, improved from ($5.5) million loss in Q2 2026
  • Loss Per Share: ($0.05) per share
  • Adjusted EBITDA Per Share2: ($0.08) loss per share
  • Bitcoin Treasury Holdings1: 247 BTC

Q3 2026 Key Operating Metrics

  • Total Transaction Volume: $159 million
  • Total Verified Accounts: more than 88,500; +1,500 new verified accounts in the quarter

CEO Commentary

“We believe Q3 was an inflection point for Fold,” said Fold Chairman and CEO Will Reeves. “Over the last few months we’ve evolved from strictly a transaction-based business to one that also monetizes customer balances, broadened our focus from bitcoin earners to every American who earns rewards, strengthened our balance sheet, maintained a focus on operational efficiency, and opened new distribution channels that take our products to audiences we’ve never reached before.”

Mr. Reeves continued, “We are reshaping Fold from a business built on gathering customers into one built on gathering assets. A transaction pays us once. A customer balance earns for us every month it stays on the platform, and it ties that customer more closely to everything else we offer. Early demand for our new balance products is running ahead of our expectations, and those customers hold balances several times larger than our average user. Fold is becoming a place where customers keep their money, not just a place where they spend it.”

Mr. Reeves concluded, “The bitcoin market remained soft through the quarter, and our Q3 results reflect the noise of a major transition: a new banking partner, a new deposit strategy, a consolidated merchant platform, and a shift toward balance-based economics. The benefits of this transition are ahead of us, and we’ve de-risked the path to them. With our only debt extended two years, operating expenses down, and a financing partner for our Credit Card expected to be announced shortly, we believe Fold has never been better positioned for its next stage of growth.”

Strategic & Business Updates

Fold Credit Card

  • Expanded Early Access to approximately 2,500 cardholders
  • Transitioned from a waitlist to an invite system for all eligible customers
  • Launching a pre-approval flow that allows prospective cardholders to get pre-approved outside the Fold app, increasing top-of-funnel conversion and enabling partners to offer the card directly to their customers
  • Intend to add a credit facility partner in the future, which would allow the program to scale beyond the Company’s own balance sheet with more invitations, higher limits for qualified customers, and dedicated marketing spend

Platform Expansion

  • Launched Fold Reserve, a stored-value product that lets customers hold funds on Fold and unlock Fold’s best rewards tiers, including bill pay rewards, zero-fee and zero-spread bitcoin trading, and higher card rewards
  • Launched Lead Bank spending accounts, with deposits held at Lead Bank, an FDIC-insured institution
  • Thousands of customers activated Fold’s new balance products, bringing millions of dollars in balances onto the platform. These customers hold balances several times larger than the average Fold user, with participation across every rewards tier
  • Launched pass-through bitcoin buying, enabling customers to buy bitcoin directly from any linked bank account without first moving money into Fold

Bitcoin Gift Card

  • Became the first and only bitcoin gift card on TikTok Shop, which quickly became Fold’s largest gift card and customer acquisition channel
  • Gift card sales drove an approximate 270% increase in Custody & Trading revenues
  • September was a record month for bitcoin gift card sales, and the product holds a 4.7-star rating
  • Kroger renewed its commitment to the Fold program

Merchant Offers

  • Consolidated gift card merchant offers onto Blackhawk, a program that carries better economics; nearly all merchants that were temporarily unavailable during the transition have been restored

Capital & Balance Sheet

  • Ended the quarter with $21.7 million in cash and cash equivalents and 171 BTC in Investment Treasury
  • Extended the maturity of the Company’s $13 million note to November 2027, with a Company option to extend to November 2028 and nearly doubled its potential capacity to $25 million
  • Replaced the $250 million equity line with a $25 million committed equity facility, meaningfully reducing the potential dilution overhang and providing more cost-efficient capital
  • On October 22, 2026, stockholders approved a reverse stock split authorization, one tool available to the Company to regain compliance with Nasdaq listing requirements ahead of the January 11, 2027 deadline

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: November 10, 2026
Time: 5:00 p.m. ET
Participant Call Links:

Footnotes

1 Fold’s Bitcoin Treasury was 247 BTC as of September 30, 2026, which included 171 BTC in our Investment Treasury, and 76 BTC in our Rewards Treasury.

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 Holdings, Inc. (NASDAQ: FLD) is a financial services company built on a simple premise: consumers should be able to save, spend, and earn rewards in both U.S. dollars (“USD”) and bitcoin through a single platform. Fold’s consumer offerings include an FDIC-insured checking account, a Visa debit card (the “Fold Debit Card”), a Visa credit card (the “Fold Credit Card”), bill payment services, a bitcoin gift card, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees and insured custody. By integrating both dollars and bitcoin within familiar financial products, the Company aims to give consumers a single, practical platform for managing their everyday finances. The Company’s products and services are available in the United States through the Fold mobile application (the “Fold App”).

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, including the expected credit facility, Fold Reserve, Lead Bank accounts, pass-through bitcoin buying, gift card and other products, and the potential success of Fold’s overall market, product and growth strategies, and the potential reverse stock split and the Company’s ability to regain compliance with Nasdaq listing requirements. 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. Condensed Balance Sheets (Unaudited)
 
    September 30,     December 31,  
    2026     2025  
Assets            
Current assets            
Cash and cash equivalents   $ 21,678,045     $ 7,652,203  
Accounts receivable, net     1,122,104       728,001  
Credit card receivable, net     3,957,933       –  
Inventories     794,563       478,045  
Digital assets – rewards treasury     6,388,310       6,872,869  
Prepaid expenses and other current assets     1,609,810       2,384,684  
Total current assets     35,550,765       18,115,802  
Digital assets – investment treasury     14,265,330       133,658,791  
Capitalized software development costs, net     2,272,246       1,393,752  
Other non-current assets     125,000       299,309  
Total assets   $ 52,213,341     $ 153,467,654  
             
Liabilities and stockholders’ equity            
Current liabilities            
Accounts payable   $ 821,916     $ 704,789  
Accrued expenses and other current liabilities     1,751,024       3,166,186  
February 2026 note – related party, net     12,658,196       –  
Credit facility     –       10,000,000  
Customer rewards liability     6,388,310       6,872,869  
Deferred revenue     142,781       366,252  
Total current liabilities     21,762,227       21,110,096  
June 2025 convertible note, net     –       21,469,675  
March 2025 convertible note – related party     –       47,207,556  
Other non-current liabilities     –       689,680  
Total liabilities     21,762,227       90,477,007  
Commitments and contingencies (Note 10)            
Stockholders’ equity            
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2026 and 0 shares issued and outstanding at December 31, 2025     –       –  
Common stock, $0.0001 par value; 600,000,000 shares authorized, 54,873,627 shares issued and outstanding at September 30, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025     5,551       4,849  
Additional paid-in-capital     242,853,899       233,924,782  
Accumulated deficit     (212,408,336 )     (170,938,984 )
Total stockholders’ equity     30,451,114       62,990,647  
Total liabilities and stockholders’ equity   $ 52,213,341     $ 153,467,654  
             

Fold Holdings, Inc. Condensed Statements of Operations (Unaudited)
 
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2026     2025     2026     2025  
Revenues, net   $ 4,161,541     $ 7,398,939     $ 15,843,759     $ 22,662,702  
                         
Operating expenses                        
Banking and payments costs     3,108,563       6,519,736       13,023,182       20,961,281  
Custody and trading costs     1,301,886       244,954       2,639,340       433,550  
Compensation and benefits     3,715,573       3,728,954       11,539,907       13,863,551  
Marketing expenses     170,471       237,625       1,166,917       1,258,346  
Professional fees     828,454       1,294,394       3,751,700       4,353,244  
Amortization expense     184,361       232,853       514,425       430,761  
(Gain) loss on customer rewards liability     1,968,920       506,796       (284,149 )     1,477,444  
(Gain) loss on digital assets – rewards treasury     (2,121,385 )     (637,712 )     687,458       (1,961,803 )
Other selling, general and administrative expenses     1,317,819       1,211,657       4,717,047       3,612,533  
Total operating expenses     10,474,662       13,339,257       37,755,827       44,428,907  
Operating loss     (6,313,121 )     (5,940,318 )     (21,912,068 )     (21,766,205 )
                         
Other income (expense)                        
Gain (loss) on digital assets – investment treasury     4,078,913       10,238,866       (24,445,385 )     31,203,938  
Change in fair value of SAFEs     –       –       –       (6,503,113 )
Change in fair value of convertible note     –       (2,626,932 )     13,200,089       (14,470,683 )
Convertible note issuance costs and fees     –       –       –       (9,569,109 )
Legal settlements     –       –       (1,374,828 )     –  
Loss on extinguishment of debt     –       –       (4,005,132 )     (9,612,199 )
Interest expense     (537,155 )     (1,179,216 )     (3,732,864 )     (4,425,703 )
Other income     128,620       60,961       811,453       247,662  
Other income (expense), net     3,670,378       6,493,679       (19,546,667 )     (13,129,207 )
                         
Net (loss) income before income taxes     (2,642,743 )     553,361       (41,458,735 )     (34,895,412 )
Income tax expense (benefit)     7,146       (881 )     10,617       3,978  
Net (loss) income   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
                         
Net (loss) income attributable to common stockholders:                        
Basic   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
Diluted   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
Net (loss) income per share attributable to common stockholders:                        
Basic   $ (0.05 )   $ 0.01     $ (0.80 )   $ (0.88 )
Diluted   $ (0.05 )   $ 0.01     $ (0.80 )   $ (0.88 )
Weighted-average shares used to compute net (loss) income per share:                        
Basic     54,841,913       46,911,561       51,629,478       39,781,781  
Diluted     54,841,913       46,911,561       51,629,478       39,781,781  
                         

Fold Holdings, Inc. Condensed Statements of Cash Flows (Unaudited)
 
    Nine Months Ended September 30,  
    2026     2025  
Cash flows from operating activities            
Net loss   $ (41,469,352 )   $ (34,899,390 )
Adjustments to reconcile net loss to net cash used in operating activities:            
Amortization expense     545,431       430,756  
Loss (gain) on digital assets – rewards treasury     687,458       (1,961,803 )
Loss (gain) on digital assets – investment treasury     24,445,385       (31,203,938 )
(Gain) loss on customer rewards liability     (284,149 )     1,477,444  
Change in fair value of convertible note     (13,200,089 )     14,470,683  
Convertible note issuance costs and fees     –       9,569,109  
Loss on extinguishment of debt     4,005,132       9,612,199  
Amortization of debt issuance costs     6,638       122,902  
Amortization of debt discount and premium     392,082       768,225  
Change in fair value of SAFEs     –       6,503,113  
Share-based compensation expense     5,108,887       8,470,932  
Other non-cash adjustments     (484,019 )     –  
Legal settlement paid in digital assets     1,374,828       –  
Increase (decrease) in cash resulting from changes in:     –        
Accounts receivable, net     (394,103 )     161,515  
Credit card receivable, net     (3,957,933 )     –  
Inventories     (316,518 )     (103,236 )
Prepaid expenses and other current assets     605,834       581,100  
Accounts payable     117,127       (104,846 )
Accrued expenses and other current liabilities     1,981,699       2,413,679  
Customer rewards liability     1,170,468       1,826,398  
Deferred revenue     (223,471 )     (52,470 )
Other non-current liabilities     (689,680 )     491,397  
Net cash used in operating activities     (20,578,345 )     (11,426,231 )
             
Cash flows from investing activities            
Purchases of digital assets     (3,359,836 )     (3,138,623 )
Proceeds from sales of digital assets     59,120,684       –  
Payments for capitalized software development costs     (1,210,540 )     (619,446 )
Net cash provided by (used in) investing activities     54,550,308       (3,758,069 )
             
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 )
Payment of debt issuance costs     –       (113,320 )
Payment of deferred offering costs     (125,000 )      
Proceeds from issuance of common stock     3,294,846       3,478,137  
Proceeds from credit facility     10,000,000       –  
Repayment of credit facility     (20,000,000 )     –  
Common stock withheld for employee tax obligations     (949,300 )     –  
Net cash (used in) provided by financing activities     (19,946,121 )     3,517,404  
             
Net increase (decrease) in cash and cash equivalents     14,025,842       (11,666,896 )
Cash and cash equivalents, beginning of period     7,652,203       18,330,359  
Cash and cash equivalents, end of period   $ 21,678,045     $ 6,663,463  
             
Non-cash investing and financing activities            
Non-cash payment of interest with common stock   $ 613,334     $ 1,246,667  
Distributions of digital assets to fulfill customer reward redemptions     1,370,878       2,577,906  
Distributions of digital assets to satisfy other current obligations     2,231,157       184,983  
Non-cash payment for intellectual property acquisition with common stock     182,379       –  
Non-cash repayment of convertible note via transfer of digital assets – related party     34,007,466       –  
Non-cash amortization of deferred issuance costs     167,539       43,806  
Non-cash allocation of convertible note proceeds to embedded derivative     63,418       –  
Non-cash allocation of note proceeds to commitment shares     785,200       –  
Recapitalization     –       173,019,904  
Proceeds from convertible debt received in digital assets – related party     –       43,965,525  
Change in fair value of Series C Warrants included in loss on extinguishment     –       498,771  
Distributions of digital assets for prepaid interest – related party     –     $ 2,313,975  
Supplemental disclosure of cash flow information            
Cash paid during the period for interest expense   $ 3,733,749     $ –  

Non-GAAP Financial Measures

Adjusted EBITDA

In addition to net income (loss) and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) to monitor the financial health of our business. Adjusted EBITDA is defined as net loss, excluding (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) share-based compensation, (v) remeasurement gains and losses such as fair value remeasurements on our digital assets, convertible notes, and SAFE notes, (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results, and (vii) legal settlement expenses associated with unusual or non-recurring litigation matters that we believe are not indicative of our core operating results. This non-GAAP financial information has limitations as an analytical tool when assessing our operating performance, is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and/or render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA and Adjusted EBITDA per share provide useful information to investors and others in understanding and evaluating our results of core operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss:

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Net (loss) income   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
Add:                        
Interest expense     537,155       1,179,216       3,732,864       4,425,703  
Income tax expense (benefit)     7,146       (881 )     10,617       3,978  
Amortization expense     184,361       232,853       514,425       430,761  
Share-based compensation expense     1,755,428       1,575,422       5,108,887       8,470,932  
(Gain) loss on customer rewards liability     1,968,920       506,796       (284,149 )     1,477,444  
(Gain) loss on digital assets – rewards treasury     (2,121,385 )     (637,712 )     687,458       (1,961,803 )
(Gain) loss on digital assets – investment treasury     (4,078,913 )     (10,238,866 )     24,445,385       (31,203,938 )
Change in fair value of SAFEs     –       –       –       6,503,113  
Change in fair value of other liabilities     (64,074 )     –       (615,788 )     –  
Change in fair value of convertible note     –       2,626,932       (13,200,089 )     14,470,683  
Convertible note issuance costs and fees     –       –       –       9,569,109  
Legal settlements     –       –       1,374,828       –  
Loss on extinguishment of debt     –       –       4,005,132       9,612,199  
Adjusted EBITDA (loss)   $ (4,461,251 )   $ (4,201,998 )   $ (15,689,782 )   $ (13,101,209 )

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Adjusted EBITDA (loss)   $ (4,461,251 )   $ (4,201,998 )   $ (15,689,782 )   $ (13,101,209 )
Weighted-average shares used to compute basic and diluted net loss per share     54,841,913       46,911,561       51,629,478       39,781,781  
                         
Adjusted EBITDA (loss) per share attributable to common stockholders:                        
Basic and diluted   $ (0.08 )   $ (0.09 )   $ (0.30 )   $ (0.33 )

For investor inquiries, please contact:
OG Advisory Group
Samir Jain, CFA
FoldIR@orangegroupadvisors.com 

For media inquiries, please contact:
Confluence Partners, LLC
Cindy Stoller
Media@foldapp.com 


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