Fold Holdings CTO logs small tax-driven stock sale

Fold Holdings, Inc. reported equity transactions by Chief Technology Officer Thomas J. Dickman.

Rhea-AI Filing Summary

Fold Holdings, Inc. reported equity transactions by Chief Technology Officer Thomas J. Dickman. On August 3, 2026 he sold 5 shares of common stock at $0.47 per share solely to cover tax withholding obligations from recently vested restricted stock units under a mandated “sell to cover” arrangement. On July 31, 2026, 17 restricted stock units vested and converted on a one-for-one basis into 17 shares of common stock, leaving 224 restricted stock units outstanding, which arose from the company’s business combination completed under a prior merger agreement.

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 5 shs ($2.35)

Approx. gross sale proceeds $2.35

Type	Security	Shares	Price	Value
Sale	Common Stock F2	5	$0.47	$2.35
Exercise	Restricted Stock Units F3, F5, F4	17	--	--
Exercise	Common Stock F1	17	--	--

Holdings After Transaction: Restricted Stock Units — 224 contracts (Direct); Common Stock — 539,591 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 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.
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: 5 shares Sale price: $0.47 per share RSUs converted: 17 restricted stock units +1 more

4 metrics

Shares sold 5 shares Common stock sale on 2026-08-03 to cover tax withholding

Sale price $0.47 per share Price for 5 common shares sold on 2026-08-03

RSUs converted 17 restricted stock units Units vested and converted into common stock on 2026-07-31

RSUs remaining 224 restricted stock units Total RSUs held following the July 31, 2026 vesting event

Key Terms

sell to cover, Restricted Stock Units, liquidity event vesting condition, Agreement and Plan of Merger, +1 more

5 terms

sell to cover financial

"funded by a "sell to cover" transaction and does not represent a discretionary"

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.

Restricted Stock Units financial

"The restricted stock units vest as to one-fourth of the underlying shares"

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.

liquidity event vesting condition financial

"subject to Mr. Dickman's continued service and a liquidity event vesting condition"

Agreement and Plan of Merger regulatory

"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 Fold Holdings (FLD) CTO Thomas J. Dickman report?

Thomas J. Dickman reported three related transactions: the vesting and conversion of 17 restricted stock units into common shares, the corresponding acquisition of 17 common shares, and a subsequent sale of 5 common shares to cover tax withholding obligations.

How many Fold Holdings (FLD) shares did Thomas J. Dickman sell and at what price?

He sold 5 shares of Fold Holdings common stock at $0.47 per share on August 3, 2026. According to the disclosure, this sale was executed to cover tax withholding obligations tied to restricted stock unit vesting, not as a discretionary trade.

Were Thomas J. Dickman’s FLD share sales discretionary?

The filing states the 5-share sale was mandated by Fold Holdings to satisfy tax withholding via a “sell to cover” transaction. It explicitly notes the transaction “does not represent a discretionary transaction” by Thomas J. Dickman, indicating it was mechanically driven by tax obligations.

How many restricted stock units does Thomas J. Dickman hold in Fold Holdings (FLD) after these transactions?

After the July 31, 2026 vesting event, Thomas J. Dickman held 224 restricted stock units of Fold Holdings. These units remain outstanding following the conversion of 17 units into common stock and are subject to the vesting schedule and conditions described in the disclosure.

How are Thomas J. Dickman’s restricted stock units in Fold Holdings (FLD) structured?

The restricted stock units vest as to one-fourth of the underlying shares beginning September 1, 2024, then in 48 equal monthly installments. Vesting requires continued service and a liquidity event vesting condition, which was deemed satisfied upon completion of the company’s merger.

How do Thomas J. Dickman’s FLD restricted stock units relate to Fold Holdings’ business combination?

The filing explains these securities were received in the issuer’s business combination under a Merger Agreement. Each Legacy Fold restricted stock unit award was automatically converted into Fold Holdings restricted stock units based on an exchange ratio described in a Form S-4 registration statement.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 08/04/2026 - 09:31 PM Accepted by SEC EDGAR 08/04/2026 - 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
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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 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)
07/31/2026

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	07/31/2026		M		17	A	(1)	539,596	D
Common Stock	08/03/2026		S(2)		5	D	$0.47	539,591	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)	07/31/2026		M			17	(4)	(4)	Common Stock	17	(5)	224	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 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.

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	08/04/2026
	** 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)