Fold CTO sells shares to cover RSU taxes

Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported an exercise of restricted stock units and a related share sale.

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported an exercise of restricted stock units and a related share sale. On May 19, 2026, restricted stock units converted into 179 shares of Common Stock on a one-for-one basis, consistent with their terms. On May 20, 2026, he sold 81 shares of Common Stock at $1.209 per share to cover tax withholding obligations tied to the RSU vesting and settlement, under a mandated “sell to cover” election, rather than a discretionary trade. Following these transactions, he directly holds 539,556 shares of Common Stock.

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 81 shs ($97.93)

Approx. gross sale proceeds $97.93

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	81	$1.209	$97.93
Exercise	Restricted Stock Units	179	$0.00	$0.00
Exercise	Common Stock	179	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 539,556 shares (Direct)

Footnotes (5)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. 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.
3. F3. Not applicable.
4. 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).
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

Shares sold: 81 shares Sale price: $1.209 per share RSUs exercised: 179 units +3 more

6 metrics

Shares sold 81 shares Open-market sale on May 20, 2026 at $1.209 per share

Sale price $1.209 per share Price for 81 common shares sold on May 20, 2026

RSUs exercised 179 units Restricted stock units converted one-for-one into common stock on May 19, 2026

Shares held after transactions 539,556 shares Common stock directly owned by CTO after reported trades

Conversion ratio 1 RSU : 1 share Restricted stock units convert into common stock on a one-for-one basis

RSU transaction price $0.0000 per unit Exercise/conversion of 179 restricted stock units into common stock

Key Terms

Restricted stock units, sell to cover, liquidity event vesting condition, Agreement and Plan of Merger, +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."

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.

exchange ratio financial

"based on the exchange ratio described in the Issuer's Registration Statement on Form S-4"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

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 restricted stock units into 179 shares of Fold Holdings common stock and selling 81 shares. The sale was linked to tax withholding obligations from the RSU vesting and settlement, rather than a discretionary market trade.

How many Fold Holdings (FLD) shares did the CTO sell and at what price?

The CTO sold 81 shares of Fold Holdings common stock at $1.209 per share. According to the disclosure, this sale was used to satisfy tax withholding obligations related to recently vested and settled restricted stock units.

Were the FLD share sales by the CTO discretionary market trades?

The 81-share sale was not a discretionary trade. The filing states it was mandated by the issuer’s election to use a “sell to cover” transaction to fund tax withholding obligations triggered by RSU vesting and settlement.

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

After the reported exercise and sale, the CTO holds 539,556 shares of Fold Holdings common stock directly. This figure reflects his updated position following the RSU conversion into common shares and the small sale used to cover tax withholding.

What happened to the restricted stock units reported for FLD’s CTO?

The restricted stock units converted one-for-one into 179 shares of Fold Holdings common stock. After this exercise, the derivative RSU position reported in the filing shows zero remaining units for this award, and the resulting shares are included in his common stock holdings.

How do the FLD CTO’s RSUs vest according to the disclosure?

The restricted stock units vest as to one-fourth of the underlying shares starting May 19, 2023, then in 48 equal monthly installments. Vesting requires continued service and a liquidity event condition, which was deemed satisfied upon completion of the described merger transaction.

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

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google Not now

Accepted by SEC EDGAR 05/21/2026 - 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)
05/19/2026

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	05/19/2026		M		179	A	(1)	539,637	D
Common Stock	05/20/2026		S(2)		81	D	$1.209	539,556	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)	05/19/2026		M			179	(4)	(4)	Common Stock	179	(5)	0	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	05/21/2026
	** 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)