Fold Holdings (FLD) CTO sells shares to cover taxes

Rhea-AI Filing Summary

Fold Holdings, Inc. (FLD) reported that its Chief Technology Officer, Thomas J. Dickman, sold a total of 2,884 shares of common stock on August 17, 2026, in two open-market or private sale transactions at $0.457 per share. According to the company’s disclosure, these sales were executed solely to cover tax withholding obligations arising from the vesting and settlement of previously reported restricted stock units, under an issuer-mandated “sell to cover” arrangement, and are described as non-discretionary transactions by Mr. Dickman and not pursuant to a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Seller: 2,884 shares

Net Sell 2 txns

Insider Dickman Thomas J

Role Chief Technology Officer

Sold 2,884 shs ($1K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	1,922	$0.457	$878.35
Sale	Common Stock F1	962	$0.457	$439.63

Holdings After Transaction: Common Stock — 536,707 shares (Direct)

Footnotes (1)

1. F1. 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 which were 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.

Key Figures

Shares sold (total): 2,884 shares Shares sold (block 1): 1,922 shares Shares sold (block 2): 962 shares +2 more

5 metrics

Shares sold (total) 2,884 shares Aggregate common shares sold by Thomas J. Dickman on August 17, 2026

Shares sold (block 1) 1,922 shares First sale of common stock on August 17, 2026

Shares sold (block 2) 962 shares Second sale of common stock on August 17, 2026

Sale price per share $0.457 per share Price for each reported sale of Fold Holdings common stock

Net buy/sell shares 2,884 shares Net shares sold across all reported transactions in this Form 4

Key Terms

sell to cover, restricted stock units, tax withholding obligations

3 terms

sell to cover financial

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

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

"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"

FAQ

What insider transaction did FLD report for Thomas J. Dickman on August 17, 2026?

Fold Holdings, Inc. reported that CTO Thomas J. Dickman sold 2,884 shares of common stock on August 17, 2026 at $0.457 per share. The transactions are described as sales in open market or private transactions to satisfy tax obligations.

Why did Thomas J. Dickman sell Fold Holdings (FLD) shares in this Form 4?

The company states the sales were made to cover tax withholding obligations from the vesting and settlement of previously reported restricted stock units. The issuer elected a mandatory “sell to cover” method for satisfying these tax obligations.

How many Fold Holdings (FLD) shares did Thomas J. Dickman sell and at what price?

Thomas J. Dickman sold an aggregate of 2,884 shares of Fold Holdings common stock, consisting of two transactions of 1,922 shares and 962 shares. Each transaction was executed at a price of $0.457 per share.

Were the FLD insider stock sales by Thomas J. Dickman discretionary trades?

The disclosure explains the sales do not represent discretionary transactions by Thomas J. Dickman. They were mandated by Fold Holdings’ election to satisfy tax withholding obligations through a “sell to cover” transaction tied to RSU vesting.

Were Thomas J. Dickman’s sales of Fold Holdings (FLD) shares under a Rule 10b5-1 plan?

The filing indicates the transactions were not made pursuant to a Rule 10b5-1 trading plan, as the related checkbox is not marked. Instead, the sales were carried out under the issuer’s mandatory tax withholding “sell to cover” election.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 09:30 PM Accepted by SEC EDGAR 08/18/2026 - 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)
08/17/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/17/2026		S(1)		1,922	D	$0.457	537,669	D
Common Stock	08/17/2026		S(1)		962	D	$0.457	536,707	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 which were 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	08/18/2026
	** 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)