Fold Holdings CTO sells 6 shares to cover taxes

The 6-share sale funded tax withholding through an issuer-required sell-to-cover transaction and was described as non-discretionary.

Rhea-AI Filing Summary

Fold Holdings, Inc. (FLD) Chief Technology Officer Thomas J. Dickman converted 17 restricted stock units into 17 common shares on October 1, 2026; 190 restricted stock units were reported following the transaction. On October 2, 2026, he sold 6 common shares at $0.53 per share to cover tax withholding tied to RSU vesting and settlement. The issuer required the sell-to-cover transaction, which the footnote says was not discretionary. No Rule 10b5-1 plan is reported.

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 6 shs ($3.18)

Approx. gross sale proceeds $3.18

Type	Security	Shares	Price	Value
Sale	Common Stock F5	6	$0.53	$3.18
Exercise	Restricted Stock Units F2, F4, F3	17	--	--
Exercise	Common Stock F1	17	--	--

Holdings After Transaction: Restricted Stock Units — 190 contracts (Direct); Common Stock — 541,729 shares (Direct)

Footnotes (5)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. F2. Not applicable.
3. F3. The restricted stock units vest as to one-fourth of the underlying shares beginning on September 1, 2024 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 described in Footnote 5.
4. F4. 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).
5. F5. 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.

Key Figures

Common shares sold: 6 shares Sale price per share: $0.53 per share Restricted stock units converted: 17 units +2 more

5 metrics

Common shares sold 6 shares October 2, 2026

Sale price per share $0.53 per share October 2, 2026

Restricted stock units converted 17 units October 1, 2026

Common shares acquired on conversion 17 shares October 1, 2026

Restricted stock units following transaction 190 units Reported following the October 1, 2026 transaction

Key Terms

Restricted Stock Units, sell to cover, liquidity event vesting condition, one-for-one basis

4 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

"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

"The liquidity event vesting condition was deemed met upon the Merger"

one-for-one basis financial

"convert into common stock on a one-for-one basis"

FAQ

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

How many FLD shares did the chief technology officer sell, and at what price?

Thomas J. Dickman, Fold Holdings' Chief Technology Officer, reported selling 6 common shares on October 2, 2026, at $0.53 per share. The sale covered tax-withholding obligations tied to vesting and settlement of restricted stock units; the issuer required the sell-to-cover transaction, and the footnote says it was not discretionary. No Rule 10b5-1 plan is reported.

What vesting conditions applied to Thomas J. Dickman's FLD restricted stock units?

The restricted stock units vested as to one-fourth of the underlying shares beginning September 1, 2024, and thereafter in 48 equal monthly installments, subject to Mr. Dickman's continued service through each applicable vesting date and a liquidity event vesting condition. That liquidity condition was deemed met upon the merger.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 09:30 PM Accepted by SEC EDGAR 10/05/2026 - 09:30 PM Learn about SEC filing dates

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)
10/01/2026

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	10/01/2026		M		17	A	(1)	541,735	D
Common Stock	10/02/2026		S(5)		6	D	$0.53	541,729	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
Restricted Stock Units	(2)	10/01/2026		M			17	(3)	(3)	Common Stock	17	(4)	190	D

Explanation of Responses:

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

2. Not applicable.

3. The restricted stock units vest as to one-fourth of the underlying shares beginning on September 1, 2024 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 described in Footnote 5.

4. 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).

5. 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.

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	10/05/2026
	** 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.
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* Form 4: SEC 1474 (03-26)