Fold CTO logs RSU conversion and tax share sale

Fold Holdings Chief Technology Officer Thomas J. Dickman reported routine equity activity involving restricted stock units and common shares.

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Form Type

Rhea-AI Filing Summary

Fold Holdings Chief Technology Officer Thomas J. Dickman reported routine equity activity involving restricted stock units and common shares. He exercised 178 restricted stock units, which converted into the same number of common shares at a $0.00 exercise price, increasing his direct holdings.

On a separate date, 61 common shares were sold at $1.50 per share. According to the disclosure, this sale was executed solely to cover tax withholding obligations under an issuer-mandated “sell to cover” arrangement and was not a discretionary trade by Mr. Dickman. Following these transactions, he directly holds 543,498 common shares and 179 restricted stock units.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Dickman Thomas J

Role Chief Technology Officer

Sold 61 shs ($91.50)

Approx. gross sale proceeds $91.50

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	61	$1.50	$91.50
Exercise	Restricted Stock Units	178	$0.00	$0.00
Exercise	Common Stock	178	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 179 contracts (Direct); Common Stock — 543,498 shares (Direct)

Footnotes (5)

F1. Restricted stock units convert into common stock on a one-for-one basis.
F2. 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 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.
F3. Not applicable.
F4. The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition.The liquidity event vesting condition was deemed met upon the Merger (as described in Footnote 5).
F5. Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the "Merger Agreement"), by and among the Issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc. and Fold, Inc. ("Legacy Fold"), pursuant to which each outstanding Legacy Fold RSU Award was automatically converted into an award of restricted stock units covering a number of shares of the Issuer's Common Stock based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended (Reg. No. 333-282520).

Key Figures

Tax-cover sale: 61 shares at $1.50/share RSUs exercised: 178 RSUs at $0.00 Common shares held: 543,498 shares +1 more

4 metrics

Tax-cover sale 61 shares at $1.50/share Open-market sale to cover tax withholding

RSUs exercised 178 RSUs at $0.00 Converted into 178 common shares

Common shares held 543,498 shares Direct holdings after transactions

RSUs remaining 179 units Restricted stock units outstanding after exercise

Key Terms

Restricted stock units, sell to cover, liquidity event vesting condition, business combination, +1 more

5 terms

Restricted stock units financial

"Restricted stock units convert into common stock on a one-for-one basis."

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.

sell to cover financial

"tax withholding obligations to be funded by a "sell to cover" 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.

liquidity event vesting condition financial

"subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition."

business combination financial

"Represents securities received as part of the Issuer's business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Agreement and Plan of Merger financial

"in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did FLD CTO Thomas J. Dickman report?

Thomas J. Dickman reported exercising 178 restricted stock units into common stock at a $0.00 price and selling 61 common shares at $1.50 each. The filing shows these were routine compensation-related and tax-covering transactions, not large discretionary trades.

Why did FLD’s CTO sell 61 shares of Fold Holdings common stock?

The 61-share sale at $1.50 was made solely to cover tax withholding obligations from restricted stock unit vesting. The company required a “sell to cover” transaction, so the sale was not a discretionary decision by the CTO to reduce his investment position.

How many Fold Holdings (FLD) shares does the CTO hold after these transactions?

After the reported transactions, Thomas J. Dickman directly holds 543,498 shares of Fold Holdings common stock. He also holds 179 restricted stock units. The small 61-share sale is minimal relative to his remaining equity stake disclosed in this Form 4 filing.

What happened to the 178 restricted stock units held by FLD’s CTO?

The 178 restricted stock units converted into 178 shares of Fold Holdings common stock on a one-for-one basis at a $0.00 exercise price. This reflects the settlement of equity compensation as it vested, increasing his direct common stock ownership accordingly.

How do the RSUs for FLD’s CTO vest and relate to the business combination?

The restricted stock units vest over time, with one-fourth vesting beginning May 19, 2023, then in 48 equal monthly installments, subject to continued service and a liquidity event condition. That condition was satisfied upon Fold Holdings’ business combination described under the Merger Agreement.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/21/2026 - 09:30 PM EDT

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)
04/17/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2026		M		178	A	⁽¹⁾	543,559	D
Common Stock	04/20/2026		S⁽²⁾		61	D	$1.5	543,498	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/17/2026		M			178	⁽⁴⁾	⁽⁴⁾	Common Stock	178	⁽⁵⁾	179	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. 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 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.

3. Not applicable.

4. The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Dickman's continued service through the applicable vesting date and a liquidity event vesting condition.The liquidity event vesting condition was deemed met upon the Merger (as described in Footnote 5).

5. Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the "Merger Agreement"), by and among the Issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc. and Fold, Inc. ("Legacy Fold"), pursuant to which each outstanding Legacy Fold RSU Award was automatically converted into an award of restricted stock units covering a number of shares of the Issuer's Common Stock based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended (Reg. No. 333-282520).

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	04/21/2026
	** 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)

Source: View Original Filing on SEC EDGAR