Fold Holdings (FLD) CTO exercises RSUs, sells small block for taxes

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman exercised restricted stock units that converted into 179 shares of Common Stock and then sold 47 shares in an open-market transaction used to cover tax withholding obligations mandated by the company’s sell-to-cover policy. After these transactions, he reported owning 332,322 shares of Common Stock directly and 357 restricted stock units that remain outstanding.

Insights

Insider transactions analyst

Routine RSU vesting with a small, mandated tax sale; limited signaling value.

Chief Technology Officer Thomas J. Dickman converted restricted stock units into 179 shares of Fold Holdings Common Stock, reflecting ongoing equity-based compensation. Footnotes clarify the units convert into common stock on a one-for-one basis and vest over time, tied in part to a prior merger event.

He then sold 47 shares at $1.246 per share in an open-market transaction. The footnotes state this was a mandatory sell-to-cover trade to satisfy tax withholding obligations, not a discretionary sale. Following these moves, he holds 332,322 common shares and 357 restricted stock units, so the sale is small relative to his total position and appears routine.

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

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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)
03/19/2026

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	03/19/2026		M		179	A	(1)	332,369	D
Common Stock	03/20/2026		S(2)		47	D	$1.246	332,322	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	(3)	03/19/2026		M			179	(4)	(4)	Common Stock	179	(5)	357	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	03/23/2026
	** 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 transactions did Fold Holdings (FLD) report for Thomas J. Dickman?

Fold Holdings reported that CTO Thomas J. Dickman exercised restricted stock units into 179 shares of Common Stock and sold 47 shares. The sale was used to cover tax withholding obligations under a mandated sell-to-cover arrangement tied to RSU vesting.

Was the Fold Holdings (FLD) insider share sale a discretionary trade?

No. The filing states the 47-share sale by Thomas J. Dickman was mandated to cover tax withholding obligations from RSU vesting. The issuer required using a sell-to-cover transaction, so the sale did not represent a discretionary decision to reduce his investment.

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

After the reported transactions, CTO Thomas J. Dickman directly holds 332,322 shares of Fold Holdings Common Stock. He also has 357 restricted stock units outstanding, which may convert into additional shares as they vest under the existing equity award terms.

What RSU activity did Fold Holdings (FLD) disclose for its CTO?

Fold Holdings disclosed that 179 restricted stock units for CTO Thomas J. Dickman vested and converted into an equal number of Common Stock shares. The RSUs vest over time in installments and are subject to service-based conditions and a previously satisfied liquidity event condition.

How large was the Fold Holdings (FLD) CTO’s share sale relative to his holdings?

The CTO sold 47 shares at $1.246 per share while reporting 332,322 shares of Common Stock held afterward. This indicates the tax-related sale was very small relative to his total direct common share position and appears to be a routine withholding event.