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Date

Tuesday, May 12, 2026, at 5 p.m. ET

Call participants

  • Chairman and Chief Executive Officer — William Reeves
  • Chief Financial Officer — Wolfe Repass
  • Investor Relations Officer — Samir Jain

Takeaways

  • Revenue -- Down 21% year over year, primarily from decreased Bitcoin prices, transaction volumes, and consumer engagement.
  • Transactional Volumes -- Fell by 31% year over year, reflecting broad industry headwinds after a nearly 50% Bitcoin price decline from October to February.
  • Operating Expenses -- $13.4 million, a 19% decrease from $16.6 million in the prior-year period, mainly due to lower direct costs, reduced share-based compensation, and decreased professional services fees.
  • Net Loss -- $29.2 million, improved from $48.9 million in the previous year; impacted by non-operating items, including changes in fair value of the Bitcoin treasury and financing-related entries.
  • Adjusted EBITDA -- Negative $5.8 million, compared to negative $4.2 million in the prior-year period, driven by higher payroll (+$1 million due to headcount growth) and increased spending on product development and marketing.
  • Cash and Equivalents -- Ended at $11.5 million, up from $7.7 million at year-end, with net cash used in operating activities rising to $6.6 million from $5 million prior year.
  • Bitcoin Holdings -- 820 Bitcoin in treasury, valued at nearly $67 million as of March 31, with 430 Bitcoin pledged as collateral on two prime credit facilities.
  • Credit Card Rollout -- Over 1,000 cardholders since launch in March, with access being expanded in phases; more than 80,000 remain on the waitlist.
  • Gift Card Economics -- Restructured to reduce customer friction by lowering, and in some cases eliminating, upfront customer fees, aiming to drive higher use and retail adoption.
  • Business Development -- Bitcoin bonus program launched with Steak 'n Shake, targeting business users for employee retention and savings, with additional corporate interest reported.
  • Capital Structure -- Both existing convertible notes extinguished in Q1, streamlining the capital base and enhancing financing flexibility.
  • Contribution Margins -- All product lines reported as generating positive contribution margin, emphasizing scaling and margin expansion as current priorities.

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Risks

  • Repass stated that "the price of Bitcoin was down nearly 50% from its all time high in October," which "caused many consumers to risk adjust their spending and investment behaviors," contributing to a 31% drop in transaction volume and a 21% reduction in revenue.
  • "Adjusted EBITDA was negative $5.8 million compared to negative $4.2 million [prior year],” primarily due to increased payroll and higher product development and marketing costs, raising questions about operating leverage.
  • "Net cash used in operating activities was $6.6 million compared to $5 million [prior year]," indicating a higher cash burn rate despite cost reductions elsewhere.

Summary

Fold Holdings (FLD +7.10%) reported declines in revenue and transaction volumes amid a broader Bitcoin industry downturn but emphasized recent product launches and foundational changes as drivers for future growth. The company launched its credit card in March, now serving over 1,000 cardholders with a waitlist of more than 80,000 and intends further phased expansion while securing additional credit facilities. Management unveiled a reengineered gift card model to reduce upfront customer fees and announced the rollout of a Bitcoin bonus program for employers such as Steak 'n Shake, aiming for expansion into business services. With all product lines contributing positive margins, focus remained on scaling core offerings and increasing operational efficiency following the simplification of capital structure.

  • Management asserted the credit card could become "a powerful acquisition engine and a major driver of ecosystem engagement" and signaled future product launches would accelerate platform expansion.
  • The phased rollout of the credit card is contingent on credit facility expansion and fraud controls, which are "accelerating" with current performance reportedly ahead of schedule.
  • Gift card business strategy shifted to remove "any impediment to growing this program," with customer fees moving "to 0," to "generate more customers in the door" and boost longer-term cross-product engagement.
  • The Bitcoin bonus program targets both small and large employers, as Reeves noted feedback from businesses was focused on employee recruitment and retention rather than Bitcoin speculation alone.
  • On future guidance, management stated, "Rather than across a longer staggered timeline. Making for what we expect will be a very active and exciting period ahead for FOLD. With multiple launches, platform expansions, and additional developments still to come.”

Industry glossary

  • Contribution Margin: Profit from a product line after deducting variable costs, used to assess incremental profitability per unit sold.
  • Credit Facility: A financial arrangement allowing a company to borrow funds up to a specified limit, typically used to finance customer receivables or expand lending products.
  • Bitcoin Treasury: A company-held reserve of Bitcoin, typically for investment or operational collateral purposes.

Full Conference Call Transcript

Samir Jain: Thank you, operator. Afternoon, and thank you for joining us for FFold Holdings first quarter 26 earnings call. Joining me on the call today are Chairman and CEO, Will Reeves and CFO, Wolfe Repass. Before we begin, please note that the information reported on this call speaks only as of today. May 12, 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 at investor.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 US 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, products, activities, or time frames to differ materially. For example, statements suggesting or implying the company's ability or positioning for growth as well as any statements which include future dates or time frames are forward looking statements and inherently uncertain. In some cases, you may identify forward looking statements by terms such as believe, expect, potential, should, plan, or similar terminology. But any statement 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 within 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 a substitute for GAAP results. A reconciliation to comparable GAAP measures is included in our earnings release and SEC filings. With that, I will pass the call to Fold's CEO, Will Reeves. Thanks, Sameer, and good afternoon, everyone, and thanks for joining us.

William Reeves: Q1 was a challenging quarter across the broader Bitcoin industry. Lower Bitcoin prices, pressured transaction volumes, trading activity, and consumer engagement. And FFold saw that pressure in our results. But as with past drawdown cycles, we believe the fundamental value proposition technological value, and network effects of Bitcoin remain very strong. We are focused on what we control, and we continue to put our energy and focus into building our products and serving our customers. Over the last several quarters, we have laid the foundation for FOLD's next phase.

We launched the FFold credit card, expanded Bitcoin access across retail platforms, advanced our infrastructure, simplified our capital structure, and strengthened the acquisition and rewards engine we believe can scale fFold significantly from here. That foundation is now in market. In that vein, let's talk about some of the important developments this quarter. The FFold credit card is a foundational product for us. If FFold is going to become the primary financial platform, for Bitcoin minded consumers, we need to be present across savings, rewards, exchange, and everyday spending. The credit card completes what we believe is already 1 of the strongest consumer Bitcoin platforms in the market.

And materially expands both our growth opportunity and our relationship with customers over time. As of today, the FFold credit card is live with more than 1 thousand cardholders. A reminder that this product officially launched into early access in March and that we are intentionally throttling access through a phased rollout. This allows us to validate systems, economics, underwriting, servicing, and risk assumptions as we scale. We remain on target with the rollout expectations, and plan to continue expanding access through the quarters ahead as we work through our existing wait list of more than 80 thousand potential users and our existing user base. We are extremely pleased with both the early demand and customer response.

What is especially encouraging is the cohort behavior. Cardholders are already engaging with the 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. Importantly, this cohort includes both entirely new customers and existing FFold users deepening their engagement with the platform. We are also seeing strong signs that this is becoming a true primary card for users. Exactly as we intended. Customers are using the card across everyday purchases, as well as larger spend categories like travel, and major transactions. Reinforcing our belief that the card can compete as a mainstream financial product not simply as a niche Bitcoin card.

And importantly, this rollout only represents the early foundations of the experience we intend to bring to market. The current release does not yet include the FFold reward structure, merchant experiences, benefits, and broader platform integrations that we anticipate in the future. Given the timing of the launch, the credit card did not materially contribute to Q1 results. But as access expands, we expect the card to become an increasingly important contributor to the transaction volume customer acquisition, engagement, and revenue growth. In parallel, we have also been diligently working on securing additional capital facilities to support larger scale growth of the credit card program.

While we cannot discuss specifics today, we expect to share additional updates in the near future. 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 fFold ecosystem exactly as we expected. These are high quality customers that we believe can create significant long term value for Fold. And our flagship relationship with Kroger has been a success. We believe this model can scale nationally across additional retailers and we intend to move aggressively to capture that opportunity.

To support that growth, we are restructuring our gift card economics. With distribution partners to materially reduce customer friction and improve retail placement opportunities. From a financial perspective, you should increasingly think about the gift card business as cost-neutral on the front end with the value compounding over time as users move into credit exchange, rewards, debit, and additional fFold products. Just as we have seen, from the existing program. Another important milestone this quarter was the launch of the Fold Bitcoin bonus program. With Steak 'n Shake and others. And we are already seeing meaningful interest from additional businesses exploring similar programs.

Through the program, employees earn Bitcoin bonuses alongside their normal wages, turning everyday work into long term savings and ownership. This is not a payroll replacement or a speculative trading product. It is the retention and savings tool built around long term alignment. We believe what begins with Steak 'n Shake has the potential to expand from here. And we believe the Bitcoin bonus program has the ability to become the beachhead into a much larger business platform opportunity for Bold. In many ways, this is FFold extending the value already proven on the consumer side of the platform into businesses and employers at scale.

The same infrastructure behind this product can naturally expand into payroll, employee benefits, corporate treasury, corporate rewards, and corporate spending tools over time. The credit card, our retail distribution, the business offerings launched this year, are becoming the foundation of Bold's core platform going forward. And what we believe can drive meaningful scale over time. We are already well into the next phase of product development and expect to provide additional guidance on upcoming launches soon. As these products come to market, we believe FFold is increasingly positioned to emerge not only as 1 of the best places to acquire Bitcoin, but also 1 of the strongest platforms for consumers to be rewarded for their financial activity overall.

Not just within Bitcoin, but across the broader rewards industry. Because of the timing of the credit card rollout, many of our upcoming launches will now occur in closer succession. Rather than across a longer staggered timeline. Making for what we expect will be a very active and exciting period ahead for FOLD. With multiple launches, platform expansions, and additional developments still to come. With that, I will turn it over to Wolfe.

Wolfe Repass: Thanks, Will, and thank you to everyone for joining today. As Will mentioned, Q1 was a challenging quarter for the entire industry. In February, the price of Bitcoin was down nearly 50% from its all time high in October, representing a significant drop in a short period of time. These pullbacks caused many consumers to risk adjust their spending and investment behaviors. And neither FFold nor many of our competitors were immune to that behavioral shift. We saw that impact both our transactional volumes which were down 31% year over year for the same period, and in our revenues, were down 21% year over year for the same period.

February 2026 marked the bottom across most of our core KPIs over the last year, and we are already seeing signs of a rebound as the price of Bitcoin shows signs of recovery. Overall, our Q1 operating expenses were $13.4 million compared to $16.6 million in 2025, a decrease of approximately 19%. The primary drivers of this decrease were lower direct costs associated with revenue, which were also down 21% year over year for the same period, lower share based compensation expense, and lower professional services fees.

Net loss in the quarter was $29.2 million compared to a net loss of $48.9 million A reminder that our net loss is impacted by nonoperating items, including the change in fair value of our Bitcoin investment treasury, and various entries related to financing structures like safe notes and convertible debt. Therefore, consistent with prior quarters, we look to adjusted EBITDA as a better barometer of our core business. Operation. In Q1 adjusted EBITDA was negative $5.8 million compared to negative $4.2 million the prior year period. The principal drivers of the increased loss relate to increased payroll expenses of $1 million as our headcount expanded year over year and increased expenses related to product development and marketing.

Including net new branding efforts that are currently underway. On the balance sheet, we ended the quarter with $11.5 million in cash equivalents, compared to $7.7 million at year end. Net cash used in operating activities was $6.6 million compared to $5 million the prior year period. As previously announced, in Q1, we extinguished both of our previously existing convertible notes eliminating the simplifying our capital structure and improving optionality with our financing options. As of March 31, we held 820 bitcoin in our investment treasury, which today is valued at nearly $67 million. Of which 430 bitcoin is currently held as collateral under our 2 prime credit facilities.

Despite the challenging quarter, we believe the product foundation we have in place is now well positioned to allow us to scale to larger audiences. As a reminder, all of our products currently generate positive contribution margins for the company. So our priorities now are to scale the credit card responsibly, continue managing fixed costs carefully, and continue to look for areas to acquire new users and expand margins. With that, I will turn it back to Will.

William Reeves: Thank you, Wolfe. Despite a challenging market backdrop, we believe FFold made significant progress in the first quarter and more importantly, laid the foundation for what comes next. What is becoming increasingly clear to us is that Fold's opportunity is far larger than simply Bitcoin rewards. We believe FFold has the opportunity to evolve from a niche Bitcoin platform into a leading financial rewards platform. For the Bitcoin era. Competing directly against entrenched incumbents across rewards, payments, savings, credit, and broader financial services. Many of those incumbents are built on aging systems, poor alignment with customers, high fees, weak experiences, and reward structures that increasingly fail to deliver meaningful value.

We believe FFold can win by offering something fundamentally better, better Bitcoin access, better rewards, better value, better products, better alignment with customers. The integrated platform we are building combines Bitcoin access, rewards, spending, saving, credit, and business services into a single ecosystem. Where every product strengthens the broader platform. And importantly, we believe we can compete head-on fees, rewards, and experience while we simultaneously build a powerful margin, revenue, and cash flow engine for FFold over time. We believe the foundation is now in place. And we believe upcoming releases will begin making that vision unmistakably clear. We are incredibly excited for what lies ahead.

Thank you to our team, our partners, our customers and our shareholders for your continued support. Operator, let's open the line for questions.

Operator: First question will come from the line of David Storms with Stonegate. Your line is open.

Analyst (David Storms): Good evening and appreciate you taking my questions. Just want to start with the rollout. I know you mentioned that things seem to be going well. Just curious as to if you are seeing anything that would make you want to or be able to go faster or cause you to slow down in that rollout.

William Reeves: Hey, David. Thanks for jumping up And asking the question here. We have actually been very excited about the pace of the rollout I think last time we spoke, we discussed the rollout happening kind of in a phase of a few hundred, and then eventually get to a few thousand and then tens of thousands. We are already at 1 thousand. We are well over 1 thousand now.

And that is really a reflection of both the team's ability to ship but also our assumptions proving out correctly, our ability to manage fraud, our ability to underwrite and service properly, So what we are really doing now is taking that cohort and taking them through a whole billing cycle where we will have a 360-degree view of the entire program. So that we can confidently scale into the tens of thousands and hundreds of thousands, which I think this program ultimately leads to. So I am very excited about the 1 thousand cardholders we are at today.

We are accelerating that rollout And any card program is ultimately throttled by your ability to manage fraud, of which I think the team has an incredible handle on and we are seeing very encouraging results. But also as we expand into new capital partners. And we are, I think, going to be coming to the market with some updates on that front. And ultimately, that is going to help us build on the foundation we have and really start to scale this thing to a much larger cohort. But already, right now, the most important thing is do we have a product that people love and are using in ways that are confirming our hypotheses?

Are people using multiple products? Are they using that as their primary card? All of those things are being confirmed in real time now, only with existing customers, but new ones. And so for us, the ability to control fraud and continue to do so across the FFold billing cycle with this level of cardholders and then bringing more credit facilities to the table. Is a recipe for scaling this thing much faster than we thought of. And I think we are already ahead of schedule.

Analyst (David Storms): Understood. that is great clarity. Thank you. I wanted to turn to maybe some of the institutional interest on the Bitcoin bonus program. What are you seeing towards the top of that funnel? And I guess as you start to bring more corporations on board, how are you seeing that sales cycle evolve? Is that shortening or the things you are learning? Maybe just any more color here would be great.

William Reeves: I think we are early. You know, To be very honest, this is a program we just launched about a little less than a month ago. But all feedback from not only employees participating, but the employers and Steak 'n Shake and some of the other businesses are really loving the program. And we have seen an incredible response from businesses who want to add this to their benefits package. And it really runs the gamut from small businesses all the way up into businesses that more look like Steak 'n Shake, publicly traded, thousands of employees, And we have found something really interesting selling this product.

That, you know, typically, selling a business on adding a corporate treasury of Bitcoin or earning rewards on their spending in Bitcoin, at some level requires a commitment and belief in Bitcoin at the leadership level. But when packaged in a bonus as a benefit, these operators really look to 1 thing. Can this program recruit better employees? Will those employees stay longer than they otherwise would have? And this is what this program is starting to unlock as a whole new set of businesses that Bitcoin is relevant for. And what that ultimately does is it really opens up the top of the funnel pretty tremendously.

So, you know, we are working through all the various business sizes that we have seen come through the sales funnel, and we are excited to be continuing to announce more participants. But, you know, for us, we built this program to scale to large businesses. And I think that is where a big impact is going to be not only for what shareholders care for about adding more monthly transacting users to our ecosystem, but also larger contracts with these businesses. And so I think over the next few quarters, you will start to see this program grow.

And, you know, I think that you will see a quite an interesting mix that shows really the diversity and demand for this program. that is great. Appreciate all the commentary, and I will get back in queue.

Operator: As a reminder, to ask a question, please press *1 on your phone. Our next question will be coming from the line of Mike Grondahl of Northland. Mike, your line is open.

Analyst (Mike Grondahl): Hey, thank you, guys. First, on the Bitcoin gift card, can you kind of explain the economic change to promote distribution partners. Did the fees go from, like, A to B If you could just walk us through that to start Yeah.

William Reeves: Mike, it is good to hear from you. So let me take a step back. So right now, FFold is sitting in a reality where all of our all of our product lines are contributing positive contribution margins. Every dollar end, every customer in is accretive to the business. The Fold credit card is now live and in market and will begin to rapidly scale over the coming months. All FFold needs is to increase our scale. And what that ends up is a company generating cash flows and consistent growth, especially if we see the market return and Bitcoin starts to perform. And so for us, we wanted to gear our business for maximum scale.

And what we learned from the Bitcoin gift card with its pilot season at Kroger was that it is bringing in thousands of customers. 1 of the-- you know, 1 of my favorite customer examples of this is I believe, is a top 5 spender at FFold came off a gift card. Now. We are seeing it become an incredible area of growth for referrals And as we look forward to the future, we want to remove any impediment to growing this program, both for new customers coming in, but also new retailers carrying this. The number 1 area of friction that we heard was the fee.

And, you know, that is a function of the cost associated with getting these things physically in the doors, which vary by retailer. And as we ran the numbers, looked at, you know, what are these customers doing once they are in? Are they engaging with their other products? You know, we very quickly came to a an obvious outcome where removing the fees is going to generate more customers in the door, it is gonna have more retailers interested in carrying this. And, ultimately, that is what we want. that is good for Fold. that is going to scale the user base much faster.

And so when we talk about where the fees are going, the customer is gonna see significantly reduced fees upfront, but that is all been done based on, you know, the working with our retailers to reduce their fees So reducing the built in cost there and seeing the payback that we are seeing on some of these customer cohorts coming through there. So it is still is very relevant to and dependent on retailer by retailer. But for the customer side, making it maximally available, reducing friction, those fees are gonna go to 0. Got it.

So you might still have to pay Kroger a small commission But if I am buying $50 of Bitcoin off a Bitcoin gift card, I am not paying a commission to you anymore.

Analyst (Mike Grondahl): Is that fair?

William Reeves: Yeah. Correct. A lot of it was just passed on to the customer. And, ultimately, what it made was, you know, a great gift, but it was not necessarily a great way to continue to buy. And we see just by simply making this change, we see a whole different set of customers come to the product that use it more and more often. And so for us, the big question was, well, who are these users coming in? Are they going to make good users? Are they gonna mature into users using multiple of our products? And what we have seen is yes, a lot of them are.

Some of them are still holding it, just, you know, really holding their gift card, but ultimately, when we look at the profile of them, we believe they are gonna grow into a great credit card holder, great debit card holder, and ultimately start buying Bitcoin. You know, we just had a customer write in and say, I came into fFold off a gift card. I was earning rewards, and now I have become a Bitcoin investor. And they said that really would not have happened without these types of on ramp products that we bring.

So we look at the Bitcoin gift card as turning a wider segment of the population into future Bitcoin investors, and they are doing it through Fold. Got it. Do you have any goals for the credit card business, number of cards? September 30, year end 2026, how should we think about that going forward?

Wolfe Repass: Yeah. I mean, for me, very, very, you know, Wolfe is gonna probably have a more specific way of talking about this. But for me, it is as fast as possible to as many people as possible. You know, we have 1 thousand cardholders right now running on credit lines that, you know, are upwards of $20 thousand. We are seeing very strong spend. And now we need to see the billing cycle go through. We need to see, you know, how our charge offs are, you know, how many are revolving. How-- you know, what our average spend rate is.

And that is all gonna go and inform you know, not only how much we can scale within our existing confines of our facility, our credit facility that we have today, but also what facilities we need to bring to scale later. All this data is going to make a very attractive and making a very attractive value proposition for more credit facilities to come in and participate. And so this next month is really critical for really seeing that FFold life cycle. But it is in my belief that we scale all the way through the wait list and our FFold customer base within the year absolutely, if not more.

Now I will I will leave it to Wolfe to talk maybe about some of the constraints and maybe how he is thinking about it from balancing customer behavior that we are seeing really on the ground with the backing of, you know, the credit facilities that we need and all that.

Analyst (Mike Grondahl): Hey, Mike. Yeah. I think we mentioned, we do have internal targets. We have not put anything out publicly but we just gotta make sure the systems are working. To start. And Will sort of alluded to it, but, you know, the biggest piece of scaling a credit card program is securing a facility, a capital facility to go scale. And this is not this is not a dilutive equity style facility. This is, like, revolving warehouse that we can pull down on to fund customer receivables. So we have been working very diligently on that process for quite some time now, and hopefully, we will be able to give some more updates on that in the near future.

But as soon as we get that locked in, as soon as our processes are up and running and we feel good about them, I think we will scale this as big as we can with obviously the risk lens in mind. Got it. Thank you.

Operator: And I would now like to turn the conference back to Will Reeves. For closing remarks.

William Reeves: Thank you all, and I want to thank specifically the team at FFold who is been able to through a bear market. You know, these bear markets come and go. We have been building in Bitcoin for a while. This is not-- you know, this is not new to us. But what Fold's team has demonstrated is that we are shipping some of the most important products that will have the biggest impact. We are shipping at a higher velocity and a higher quality than ever before. So first and foremost, I want to say thank you to the team, of course, investors and partners and analysts for jumping on and asking questions and following the FFold story.

I think, you know, we have waited a little bit longer than we wanted to get the credit card to market. But now that is here, there is a lot of products and launches that we have not discussed that have kind of been placed secondary while we get through this milestone. And now that we are through it, I think this summer is going to really mark the beginning of Fold emerging as a clear leader, not just in Bitcoin, but in financial rewards overall. And it is gonna be due to some of the big product launches and announcements and partnerships we are gonna be releasing this summer.

So I am incredibly excited for what is ahead and again, thank you all for participating in the journey. We truly believe that Fold has been making all the right investments even when Bitcoin is down, which shows our belief and confidence in where we are going. And I think we are going to see the return show up not only as the Bitcoin market returns, but as FFold moves beyond a company specifically tied to Bitcoin, but just financial rewards overall, I think it will really be a paradigm shift. So thanks everyone for following. And I would like to say also finally, happy birthday to my dad today. So everyone, and, have a great rest of the day.

Operator: This concludes today's program. Thank you for participating. You may now disconnect.