Fold Holdings CTO buys 5,000 shares via ESPP
Fold Holdings’ CTO increased his FLD equity through ESPP purchases and RSU vesting, with only a small, non-discretionary sale to cover taxes.
Rhea-AI Filing Summary
Fold Holdings, Inc. (FLD) reports that Chief Technology Officer Thomas J. Dickman acquired 5,000 shares of common stock on August 31, 2026 through the 2025 Employee Stock Purchase Plan at a 15% discount to the average trading price that day. On September 1, 2026, 17 restricted stock units converted one-for-one into common stock, leaving 207 RSUs outstanding. On September 2, 2026, he sold 6 shares at $0.457 per share solely to cover tax withholding obligations via a mandated “sell to cover” transaction; no Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
4 txns
Insider
Dickman Thomas J
Role
Chief Technology Officer
Sold
6 shs ($2.74)
Approx. gross sale proceeds
$2.74
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F4 | 6 | $0.457 | $2.74 |
| Exercise | Restricted Stock Units F5, F7, F6 | 17 | -- | -- |
| Exercise | Common Stock F3 | 17 | -- | -- |
| Grant/Award | Common Stock F1, F2 | 5,000 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 207 contracts (Direct);
Common Stock — 541,718 shares (Direct)
Footnotes (7)
- F1. Shares were purchased pursuant to the Company's 2025 Employee Stock Purchase Plan, under which Participant agrees to payroll deductions prior to the commencement of a six month offering period whereby the payroll deductions are accumulated for the purchase of shares at the end of the offering period.
- F2. The purchase price is calculated by giving a 15% discount on the average selling price of the Company's common stock price on August 31, 2026, the last trading day of the offering period.
- F3. Restricted stock units convert into common stock on a one-for-one basis.
- F4. 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.
- F5. Not applicable.
- F6. 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.
- F7. 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
ESPP shares acquired: 5,000 shares
ESPP discount: 15%
RSUs converted: 17 units
+3 more
6 metrics
ESPP shares acquired
5,000 shares
Common stock purchased on August 31, 2026 under the 2025 Employee Stock Purchase Plan
ESPP discount
15%
Discount to average FLD common stock price on August 31, 2026 for ESPP purchase
RSUs converted
17 units
Restricted stock units converted one-for-one into common stock on September 1, 2026
RSUs remaining
207 units
Restricted stock units directly held after the September 1, 2026 conversion
Shares sold to cover taxes
6 shares
Common stock sold on September 2, 2026 in a mandated sell-to-cover transaction
Sell-to-cover price
$0.457 per share
Price for 6 shares of common stock sold on September 2, 2026
Key Terms
Employee Stock Purchase Plan, restricted stock units, sell to cover, liquidity event vesting condition, +1 more
5 terms
Employee Stock Purchase Plan financial
"Shares were purchased pursuant to the Company's 2025 Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
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 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.
liquidity event vesting condition financial
"subject to Mr. Dickman's continued service and a liquidity event vesting condition."
Agreement and Plan of Merger financial
"in connection with that certain Agreement and Plan of Merger, dated"
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
What FLD stock transactions did CTO Thomas J. Dickman report on this Form 4?
He reported three main events: acquiring 5,000 FLD shares via the 2025 Employee Stock Purchase Plan on August 31, 2026, conversion of 17 RSUs into common stock on September 1, 2026, and selling 6 shares at $0.457 on September 2, 2026 to cover taxes.
What RSU activity did Fold Holdings’ CTO report for FLD on September 1, 2026?
On September 1, 2026, 17 restricted stock units vested and converted into 17 shares of FLD common stock on a one-for-one basis, reducing the RSU balance tied to that award and leaving 207 RSUs outstanding, held directly by Thomas J. Dickman.
Does this FLD Form 4 indicate trades under a Rule 10b5-1 plan?
No. The document-level checkbox for Rule 10b5-1 plans is not marked, and the footnotes describing the ESPP purchase, RSU conversion, and tax-related sale do not state that any of these transactions were executed under a Rule 10b5-1 trading arrangement.
What ongoing equity awards in FLD does the CTO still hold after these transactions?
After the September 1, 2026 RSU conversion, Thomas J. Dickman continues to hold 207 restricted stock units tied to FLD common stock. These RSUs are subject to the vesting schedule and liquidity event vesting condition described in the footnotes to the Form 4 filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
