Fold Holdings, Inc. (NASDAQ: FLD) Announces Fourth Quarter And Full Year 2025 Results

(MENAFN- GlobeNewsWire - Nasdaq) 2025 Revenue: $31.8 million, 34% YoY increase
2025 Transaction Volumes of $960 million, 46% YoY increase
Launch of Fold Bitcoin Credit Card and Enterprise Services
Retired convertible notes, Streamlined capital for growth

PHOENIX, March 17, 2026 (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 fourth quarter and full year ended December 31, 2025.

FY 2025 Financial Highlights

• Revenue: $31.8 million; 34% YoY increase
• Operating Loss: ($27.7) million
• Adjusted EBITDA ² (Loss): ($17.2) million
• Loss Per Share: ($1.65) per share
• Adjusted EBITDA (Loss) Per Share ²: ($0.41) per share
• Bitcoin Investment Treasury Holdings ¹ : 1,527 BTC

FY 2025 Key Operating Metrics

• Total Transaction Volume: $960 million; 46% YoY increase
• Total Verified Accounts: ~84,000, +13,000 new in the year

Q4 2025 Financial Highlights

• Revenue: $9.1 million; 8% YoY increase
• Operating Loss: ($6.0) million
• Adjusted EBITDA ² (Loss): ($4.1) million

Q4 2025 Key Operating Metrics

• Total Transaction Volume: $215 million; 3% YoY decrease
• Total Verified Accounts: ~84,000, +2,000 new in the quarter

CEO Commentary

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

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

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

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

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

Strategic & Business Updates:

• Limited Launch of Fold Bitcoin Rewards Credit Card
  • Card significantly expands Fold's total addressable market and allows for greater share of wallet with existing users
  • Traditional unsecured credit card - spend USD, earn bitcoin rewards
  • Powered by Visa and Stripe
  • Base rewards rate of 1.5%, up to 4.0% for qualifying activities
• Fold Bitcoin Gift Card
  • Low cost, high reach customer acquisition strategy
  • Available online (Fold App, foldapp, etc.)
  • Available in store (~2,000 Kroger brand locations)
  • Program is expected to expand to additional partners in 2026; currently in active discussions with other US based retailers
• Fold For Business
  • Service launched in Q1 2026
  • Allows businesses to integrate Bitcoin into payroll, bonuses, and other corporate financial programs for their employees, and to build corporate treasury programs
  • Enterprise partners will engage with Fold through annual SaaS-style contracts
  • Inaugural program with Steak 'n Shake allows all of their employees to receive Bitcoin bonuses powered by Fold's financial platform
  • Program is expected to expand to additional partners in 2026

2026 Full Year Outlook

• Growth drivers are expected to include the broader rollout of the Fold Credit Card, continued expansion of consumer products, and the growth of the newly launched enterprise business
• Given the recent limited launch of the credit card, the company is currently not providing specific revenue figures.

Earnings Call and Webcast Information:
Fold will host a conference call at 5:00 p.m. Eastern Time today, which will include a brief discussion of results followed by a question-and-answer period. To participate in this event, please log on or dial in approximately 5 minutes before the beginning of the call.

Date: March 17, 2026
Time: 5:00 p.m. ET
Participant Call Links:

• Live Webcast: Link
• Dial-in Registration Link: Link
• A replay of the call will be archived at

Footnotes

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

²Adjusted EBITDA and Adjusted EBITDA Per Share are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) (a“Non-GAAP Financial Measure”). Please see“Non-GAAP Financial Measures” at the end of this press release.

About Fold:
Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Bitcoin Gift CardTM, and Fold Debit CardTM, the company is building the bridge between traditional finance and the bitcoin-powered future.

Forward-Looking Statements:
The information in this press release includes“forward-looking statements” within the meaning of the federal securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of words such as“may,”“could,”“would,”“should,”“predict,”“estimate,”“plan,”“project,”“forecast,”“intend,”“will,”“expect,”“anticipate,”“believe,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include statements regarding the rollout, development and expected effect of Fold's credit card program, the development and adoption of Fold's gift card and enterprise program, Fold's treasury strategy, revenue, and transaction volume growth, and the potential success of Fold's overall market, product and growth strategies. These statements are based on assumptions and on the current expectations of Fold's management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions, including but not limited to changes in the acceptance of bitcoin; (ii) our continued ability to implement business plans; (iii) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; (iv) volatility in the market price of bitcoin; (v) access to and reliance on funding for our products, including the credit card, and general operations; (vi) access to and reliance on third parties for their services related to certain of our products, including risks relating to Fold having a single custodian for our bitcoin; (vii) reliance on banking partners which are subject to complex and demanding regulations and compliance standards; and (viii) those risks and uncertainties discussed in Fold Holdings, Inc.'s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, Fold specifically disclaims any obligation to do so, except as required by law.

Fold Holdings, Inc. Balance Sheets
		December 31,			December 31,
		2025			2024
Assets
Current assets
Cash and cash equivalents		$	7,652,203			$	18,330,359
Accounts receivable, net			728,001				451,455
Inventories			478,045				262,813
Digital assets - rewards treasury			6,872,869				8,569,651
Prepaid expenses and other current assets			2,384,684				687,100
Total current assets			18,115,802				28,301,378
Digital assets - investment treasury			133,658,791				93,568,700
Capitalized software development costs, net			1,393,752				1,000,065
Deferred transaction costs			-				2,784,893
Other non-current assets			299,309				-
Total assets		$	153,467,654			$	125,655,036
Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable		$	704,789			$	1,113,552
Accrued expenses and other current liabilities			3,166,186				71,858
December 2024 convertible note, net			-				11,752,905
Credit facility			10,000,000				-
Customer rewards liability			6,872,869				8,569,651
Deferred revenue			366,252				387,776
Total current liabilities			21,110,096				21,895,742
Deferred revenue, long-term			-				487,690
June 2025 convertible note, net			21,469,675				-
March 2025 convertible note - related party			47,207,556				-
Simple Agreements for Future Equity (“SAFEs”)			-				171,080,533
Other non-current liabilities			689,680				-
Total liabilities			90,477,007				193,463,965
Commitments and contingencies (Note 13)
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2025 and 10,204,880 shares issued and outstanding at December 31, 2024			-				1,020
Common stock, $0.0001 par value; 600,000,000 shares authorized, 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025 and 5,836,882 shares issued and outstanding at December 31, 2024			4,849				584
Additional paid-in-capital			233,924,782				33,537,989
Accumulated deficit			(170,938,984	)			(101,348,522	)
Total stockholders' equity (deficit)			62,990,647				(67,808,929	)
Total liabilities and stockholders' equity		$	153,467,654			$	125,655,036

Fold Holdings, Inc. Statements of Operations
			Year Ended December 31,
			2025			2024
Revenues, net			$	31,793,673			$	23,753,148
Operating expenses
Banking and payment costs				28,662,586				22,472,378
Custody and trading costs				1,024,452				228,080
Compensation and benefits				17,691,784				3,225,179
Marketing expenses				1,709,641				493,900
Professional fees				5,410,925				1,855,131
Amortization expense				557,982				292,266
(Gain) loss on customer rewards liability				(798,493	)			5,219,775
(Gain) loss on digital assets - rewards treasury				394,271				(5,633,042	)
Other selling, general and administrative expenses				4,871,495				1,413,402
Total operating expenses				59,524,643				29,567,069
Operating loss				(27,730,970	)			(5,813,921	)
Other income (expense)
Gain (loss) on digital assets - investment treasury				(9,238,234	)			29,247,576
Change in fair value of SAFEs				(7,197,168	)			(88,372,854	)
Change in fair value of convertible note				(928,056	)			-
Convertible note issuance costs and fees				(9,569,109	)			-
Loss on extinguishment of debt				(9,612,199	)			-
Interest expense				(5,708,045	)			(234,035	)
Other income				394,791				91,848
Other expense, net				(41,858,020	)			(59,267,465	)
Net loss before income taxes				(69,588,990	)			(65,081,386	)
Income tax expense (benefit)				1,472				7,400
Net loss			$	(69,590,462	)		$	(65,088,786	)
Net loss per share attributable to common stockholders:
Basic and diluted			$	(1.65	)		$	(11.15	)
Weighted-average common shares outstanding:
Basic and diluted				42,218,965				5,836,882

Fold Holdings, Inc. Statements of Cash Flows
		Year Ended December 31,
		2025			2024
Cash flows from operating activities
Net loss		$	(69,590,462	)		$	(65,088,786	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense			557,982				292,266
Loss (gain) on digital assets - rewards treasury			394,271				(5,633,042	)
(Gain) loss on digital assets - investment treasury			9,238,234				(29,247,576	)
(Gain) loss on customer rewards liability			(798,493	)			5,219,775
Change in fair value of convertible note			928,056				-
Convertible note issuance costs and fees			9,569,109				-
Loss on extinguishment of debt			9,612,199				-
Amortization of debt issuance costs			236,305				-
Amortization of debt discount and premium			480,357				187,368
Change in fair value of SAFEs			7,197,168				88,372,854
Share-based compensation expense			9,969,112				-
Increase (decrease) in cash resulting from changes in:
Accounts receivable, net			(276,546	)			173,448
Inventories			(215,232	)			(133,619	)
Prepaid expenses and other current assets			656,823				(176,949	)
Accounts payable			(408,763	)			753,335
Accrued expenses and other current liabilities			3,764,649				137,482
Customer reward liability			2,385,070				1,965,037
Deferred revenue			(509,214	)			(136,544	)
Other non-current liabilities			689,680				-
Net cash used in operating activities			(16,119,695	)			(3,314,951	)
Cash flows from investing activities
Purchases of digital assets			(8,015,269	)			(1,880,563	)
Proceeds from sales of digital assets			-				104,868
Payments for capitalized software development costs			(951,669	)			(738,565	)
Net cash used in investing activities			(8,966,938	)			(2,514,260	)
Cash flows from financing activities
Proceeds from issuance of convertible note and warrants, net			-				18,925,000
Proceeds from recapitalization			804,600				-
Payments of deferred IPO costs			(652,013	)			-
Proceeds received from SAFE financings			-				8,000,000
Payment of debt issuance costs			(113,320	)			(2,610,099	)
Proceeds from issuance of common stock			4,369,210				(1,646,875	)
Proceeds from credit facility			10,000,000				-
Net cash provided by financing activities			14,408,477				22,668,026
Net (decrease) increase in cash and cash equivalents			(10,678,156	)			16,838,815
Cash and cash equivalents, beginning of period			18,330,359				1,491,544
Cash and cash equivalents, end of period		$	7,652,203			$	18,330,359
Non-cash investing and financing activities
Proceeds from SAFE financings received in digital assets		$	-			$	64,106,134
Deferred IPO costs included in accounts payable			-				174,794
Non-cash payment of interest with common stock			1,860,011				-
Distributions of digital assets to fulfill customer reward redemptions			3,283,359				3,948,545
Distributions of digital assets to satisfy other current obligations			671,621				91,566
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				-
Non-cash issuance of placement shares			353,250
Non-cash amortization of deferred issuance costs			53,941
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 related to the credit facility			51,181				-
Cash paid during the period for income taxes			6,139				3,110

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:

		Year Ended December 31,
		2025			2024
Net loss		$	(69,590,462	)		$	(65,088,786	)
Add:
Interest expense			5,708,045				(234,035	)
Income tax expense (benefit)			1,472				7,400
Amortization expense			557,982				292,266
Share-based compensation expense			9,969,081				-
(Gain) loss on customer rewards liability			(798,493	)			5,219,775
(Gain) loss on digital assets - rewards treasury			394,271				(5,633,042	)
(Gain) loss on digital assets - investment treasury			9,238,234				(29,247,576	)
Change in fair value of SAFEs			7,197,168				88,372,854
Change in fair value of convertible note			928,056				-
Convertible note issuance costs and fees			9,569,109				-
Loss on extinguishment of debt			9,612,199				-
Adjusted EBITDA		$	(17,213,338	)		$	(6,311,144	)

		Year Ended December 31,			Year Ended December 31,
		2025			2024
Adjusted EBITDA (Loss)		$	(17,213,338	)		$	(6,311,144	)
Weighted-average shares used to compute basic and diluted net loss per share			42,218,965				5,836,882
Adjusted EBITDA (Loss) per share attributable to common stockholders:
Basic and diluted		$	(0.41	)		$	(1.08	)

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