Fold Holdings (FLD) CTO sells 5 shares to cover taxes after RSU vesting
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.
Positive
- None.
Negative
- None.
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 shares (Direct);
Common Stock — 539,591 shares (Direct)
Footnotes (5)
- F1. Restricted stock units convert into common stock on a one-for-one basis.
- 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.
- F3. Not applicable.
- 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.
- 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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 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.