Fold (FLD) CTO exercises RSUs, sells shares for tax withholding
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 81 shares ($98)
Net Sell
3 txns
Insider
Dickman Thomas J
Role
Chief Technology Officer
Sold
81 shs ($97.93)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 81 | $1.209 | $97.93 |
| Exercise | Restricted Stock Units | 179 | $0.00 | -- |
| Exercise | Common Stock | 179 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 539,556 shares (Direct, null);
Restricted Stock Units — 0 shares (Direct, null)
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. 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. Not applicable. 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). 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
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.
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.