Fold Holdings (FLD) CTO sells shares in mandatory RSU tax transaction

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported an open-market sale of 4,049 shares of common stock at $1.434 per share on May 15, 2026. According to the disclosure, this sale was made solely to cover tax withholding obligations from the vesting and settlement of restricted stock units and was mandated by the company’s “sell to cover” election, rather than being a discretionary trade. Following the transaction, Dickman directly holds 539,458 shares of Fold Holdings common stock.

Insights

Equity compensation and insider-trading analyst

Filing shows a mandated tax sell-to-cover, not a discretionary insider sale.

The filing reports that Fold Holdings CTO Thomas J. Dickman sold 4,049 common shares at $1.434 per share. The footnote states the transaction was required to fund tax withholding on vested restricted stock units under a company “sell to cover” policy.

Because the sale was mandated and tied to equity compensation, it carries limited signaling value about the executive’s view of the stock. After this sale, Dickman still directly owns 539,458 shares, indicating a substantial remaining equity position based on the numbers disclosed.

Insider Trade Summary

Net Seller: 4,049 shares ($5,806)

Net Sell 1 txn

Insider Dickman Thomas J

Role Chief Technology Officer

Sold 4,049 shs ($6K)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,049	$1.434	$6K

Holdings After Transaction: Common Stock — 539,458 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 4,049 shares Sale price: $1.434 per share Shares owned after sale: 539,458 shares

3 metrics

Shares sold 4,049 shares Open-market sale on May 15, 2026

Sale price $1.434 per share Price for Fold Holdings common stock in the transaction

Shares owned after sale 539,458 shares Direct holdings following the reported transaction

Key Terms

sell to cover, restricted stock units, tax withholding obligations, open-market sale

4 terms

sell to cover financial

"funded by a "sell to cover" transaction and does not represent a discretionary transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares sold by Mr. Dickman to cover tax withholding obligations"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dickman Thomas J

(Last) (First) (Middle)

2942 NORTH 24TH ST, SUITE 115, #42035

(Street)

PHOENIX ARIZONA 85016

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Fold Holdings, Inc. [ FLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		S(1)		4,049	D	$1.434	539,458	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by Mr. Dickman to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The initial grant of such restricted stock units was previously reported in Table I. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by Mr. Dickman.

Remarks:

Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24 to that Form 4 filed by the Reporting Person on February 20, 2026).

	/s/ Audrey Bartosh, Attorney-in-Fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Fold Holdings (FLD) report for Thomas J. Dickman?

Fold Holdings reported that CTO Thomas J. Dickman sold 4,049 common shares at $1.434 per share. The sale occurred on May 15, 2026 and was disclosed on a Form 4 insider trading report filed with regulators.

Why did Fold Holdings CTO Thomas J. Dickman sell shares in this Form 4?

The shares were sold to cover tax withholding obligations from vesting restricted stock units. The company elected a mandatory “sell to cover” mechanism, so this trade was not a discretionary decision by Dickman but a required tax-related transaction.

How many Fold Holdings (FLD) shares does Thomas J. Dickman hold after the sale?

After the reported transaction, Thomas J. Dickman directly holds 539,458 shares of Fold Holdings common stock. This post-transaction ownership figure reflects the remaining equity position following the 4,049-share sale used to satisfy tax obligations.

What price did the Fold Holdings CTO receive for the shares sold?

The reported sale price was $1.434 per share for Fold Holdings common stock. This price applies to the 4,049 shares sold in the open market transaction executed to fund tax withholding on recently vested restricted stock units.

Is the Fold Holdings (FLD) insider sale by the CTO considered discretionary?

No, the filing specifies the sale does not represent a discretionary transaction by the CTO. It was mandated under the company’s policy requiring tax withholding on restricted stock unit vesting to be satisfied via a “sell to cover” transaction.