Fold Holdings (FLD) CTO logs RSU vesting and small tax-driven sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings Chief Technology Officer Thomas J. Dickman reported routine equity compensation activity, including RSU vesting and a small tax-related share sale. On June 1, 2026, 17 restricted stock units were converted into 17 shares of common stock at $0.00 per share. A derivative entry shows 258 restricted stock units outstanding following this vesting. On June 2, 2026, 6 common shares were sold at $0.905 per share to cover tax withholding obligations under a mandated “sell to cover” arrangement, rather than at Mr. Dickman’s discretion. After these transactions, he directly holds 539,567 shares of Fold Holdings common stock.
Positive
- None.
Negative
- None.
Insights
Filing shows routine RSU vesting and a de minimis tax-driven sale.
The activity combines an RSU vesting with a very small share sale. On June 1, 2026, 17 restricted stock units converted one-for-one into common shares at $0.00, adding to the CTO’s equity position and leaving 258 RSUs outstanding.
On June 2, 2026, 6 common shares were sold at $0.905 per share. Footnotes state this sale was mandated by the company’s “sell to cover” policy to satisfy tax withholding from the RSU settlement, meaning it was not a discretionary trade reflecting a view on the stock.
Following these transactions, Thomas J. Dickman directly holds 539,567 common shares, so the 6-share tax sale is economically negligible relative to his position. Given the compensation-driven nature and minimal size, this filing appears administratively routine rather than thesis-changing for investors.
Insider Trade Summary
Net Seller: 6 shares ($5)
Net Sell
3 txns
Insider
Dickman Thomas J
Role
Chief Technology Officer
Sold
6 shs ($5.43)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 6 | $0.905 | $5.43 |
| Exercise | Restricted Stock Units | 17 | $0.00 | -- |
| Exercise | Common Stock | 17 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 539,567 shares (Direct, null);
Restricted Stock Units — 258 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 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. 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 for tax withholding: 6 shares at $0.905/share
Shares held after transactions: 539,567 shares
RSUs converted to common: 17 RSUs
+2 more
5 metrics
Shares sold for tax withholding
6 shares at $0.905/share
Open-market sale on June 2, 2026 to cover RSU taxes
Shares held after transactions
539,567 shares
Common stock directly owned by CTO after June 2026 filings
RSUs converted to common
17 RSUs
Restricted stock units converted one-for-one into common stock on June 1, 2026
Remaining RSU balance
258 RSUs
Restricted stock units outstanding following the June 1, 2026 conversion
RSU conversion price
$0.00 per share
Exercise or conversion price for RSUs converting 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 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 Fold Holdings (FLD) report for CTO Thomas J. Dickman?
Fold Holdings reported RSU vesting and a small tax-related sale by CTO Thomas J. Dickman. On June 1, 2026, 17 restricted stock units converted into common shares, followed by a June 2, 2026 sale of 6 shares at $0.905 each to fund tax withholding.
What happened to Thomas J. Dickman’s restricted stock units at Fold Holdings (FLD)?
On June 1, 2026, 17 restricted stock units converted into 17 shares of Fold Holdings common stock at a $0.00 conversion price. A derivative entry shows 258 restricted stock units remaining outstanding afterward, continuing to represent future potential share deliveries as they vest.
Why are Fold Holdings (FLD) restricted stock units linked to a liquidity event vesting condition?
Footnotes state these restricted stock units vest over time and were also subject to a liquidity event vesting condition. That condition was deemed satisfied upon completion of a merger under an Agreement and Plan of Merger, allowing normal time-based vesting to continue.