Fold Holdings (FLD) CTO boosts equity stake via RSU conversions and tax withholdings

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported multiple equity award transactions. On February 18–19, 2026, he exercised several restricted stock unit (RSU) grants, including 330,126 RSUs that converted into common stock on a one-for-one basis at a price of $0.0000 per share.

Common stock from these RSU conversions increased his directly held shares, with one entry showing 327,181 common shares held directly after the February 19, 2026 transactions. Several common stock entries coded as “J” reflect shares withheld at prices of $1.47 and $1.50 to satisfy tax liabilities upon RSU vesting and settlement, rather than open-market trading.

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 AZ 85016

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/18/2026		M		330,126	A	(2)	480,126	D
Common Stock	02/18/2026		M		20,633	A	(2)	500,759	D
Common Stock	02/18/2026		M		7,847	A	(2)	508,606	D
Common Stock	02/18/2026		M		498	A	(2)	509,104	D
Common Stock	02/18/2026		J(3)		152,336	D	$1.47	356,768	D
Common Stock	02/18/2026		J(3)		9,213	D	$1.47	347,555	D
Common Stock	02/18/2026		J(3)		3,504	D	$1.47	344,051	D
Common Stock	02/18/2026		J(3)		223	D	$1.47	343,828	D
Common Stock	02/18/2026		J(4)		11,163	D	$1.47	332,665	D
Common Stock	02/18/2026		J(4)		5,582	D	$1.47	327,083	D
Common Stock	02/19/2026		M		178	A	(2)	327,261	D
Common Stock	02/19/2026		J(10)		80	D	$1.5	327,181	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	(1)	02/18/2026		M			330,126	(6)	(6)	Common Stock	330,126	(5)	0	D
Restricted Stock Units	(1)	02/18/2026		M			20,633	(7)	(7)	Common Stock	20,633	(5)	0	D
Restricted Stock Units	(1)	02/18/2026		M			7,847	(8)	(8)	Common Stock	7,847	(5)	714	D
Restricted Stock Units	(1)	02/18/2026		M			498	(9)	(9)	Common Stock	498	(5)	327	D
Restricted Stock Units	(1)	02/19/2026		M			178	(8)	(8)	Common Stock	178	(5)	536	D

Explanation of Responses:

1. Not applicable.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Shares withheld to satisfy tax liability upon settlement of RSUs on February 18, 2026.

4. Represents shares withheld to satisfy tax liability upon vesting and settlement of restricted stock unit grants previously reported as Common Stock in Table I.

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).

6. The restricted stock units vested in 48 equal monthly installments beginning on August 20, 2019, 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.

7. The restricted stock units vested in 48 equal monthly installments beginning on December 1, 2020, 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.

8. 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. Due to restrictions imposed by the Company's equity plan administrator, none of the previously vested units were settled until February 18, 2026.

9. 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.

10. Shares withheld to satisfy tax liability on vesting and settlement of RSUs on February 19, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Audrey Bartosh, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Fold Holdings (FLD) report for CTO Thomas J. Dickman?

Fold Holdings reported that CTO Thomas J. Dickman exercised several restricted stock unit awards, converting them into common stock at $0.0000 per share. The filing also shows separate transactions where shares were withheld to cover tax liabilities related to these RSU vesting and settlement events.

How many Fold Holdings (FLD) shares does Thomas J. Dickman hold after these Form 4 transactions?

After the reported transactions, one line item shows Thomas J. Dickman holding 327,181 shares of Fold Holdings common stock directly. This figure reflects his position following RSU conversions and share withholding for taxes recorded on February 18 and February 19, 2026 in the Form 4.

What do the RSU exercises by Fold Holdings (FLD) CTO mean for his ownership?

The RSU exercises increased Thomas J. Dickman’s directly held Fold Holdings common stock as restricted stock units converted one-for-one into shares at no exercise price. These transactions reflect equity compensation vesting rather than open-market purchases, with some shares simultaneously withheld to satisfy associated tax obligations.

Were any Fold Holdings (FLD) shares sold on the open market in this Form 4?

The Form 4 does not show open-market sales. Transactions coded “J” at $1.47 and $1.50 per share are described in footnotes as shares withheld to satisfy tax liabilities on RSU vesting and settlement, rather than discretionary sales by Thomas J. Dickman in the market.

How were the RSUs of Fold Holdings (FLD) CTO structured and vested?

Footnotes state that various RSU grants vested in monthly installments, subject to continued service and a liquidity event condition met upon Fold’s merger completed February 14, 2025. Due to plan administrator restrictions, previously vested units were not settled into shares until February 18, 2026, when they converted into common stock.