Fold Holdings (FLD) CTO logs tax sell-to-cover and 5,000-share award

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported several equity transactions involving the company’s common stock and restricted stock units. On March 2, 2026, he sold 8 shares of common stock at $1.423 per share.

According to a footnote, this sale was a mandated “sell to cover” transaction to satisfy tax withholding obligations tied to restricted stock unit vesting, and was not a discretionary trade. On February 27, 2026, restricted stock units converted into 17 shares of common stock on a one-for-one basis, and he also received a 5,000-share grant of common stock at $1.27 per share.

The filing notes that the restricted stock units vest over time beginning on September 1, 2024, in monthly installments, contingent on continued service and subject to a liquidity event condition that was satisfied upon the company’s merger. After these transactions, Dickman directly owned 332,190 shares of Fold common stock.

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)
02/27/2026

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	02/27/2026		M		17	A	(2)	327,198	D
Common Stock	02/27/2026		A(5)		5,000	A	$1.27(6)	332,198	D
Common Stock	03/02/2026		S(7)		8	D	$1.423	332,190	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)	02/27/2026		M			17	(4)	(4)	Common Stock	310	(3)	0	D

Explanation of Responses:

1. Not applicable.

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

3. 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).

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.

5. Shares were purchased pursuant to the Company's 2025 Employee Stock Purchase Plan, under which Participant agrees to payroll deductions prior to the commencement of a six month offering period whereby the payroll deductions are accumulated for the purchase of shares at the end of the offering period.

6. The purchase price is calculated by giving a 15% discount on the average selling price of the Company's common stock price on February 27, 2026, the last trading day of the offering period.

7. 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.

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	03/03/2026
	** 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 had a small mandated sale of 8 common shares to cover tax withholdings and multiple equity acquisitions, including restricted stock unit conversion into 17 shares and a 5,000-share common stock grant, all held directly afterward.

How many Fold Holdings (FLD) shares does CTO Thomas J. Dickman hold after the reported Form 4?

After the reported transactions, CTO Thomas J. Dickman directly holds 332,190 shares of Fold Holdings common stock. This balance reflects the 5,000-share grant, 17-share restricted stock unit conversion, and the 8-share tax-related sale disclosed in the Form 4 filing.

Was the Fold Holdings (FLD) insider sale by Thomas J. Dickman a discretionary trade?

No, the 8-share sale by CTO Thomas J. Dickman was not discretionary. A footnote explains it was a mandatory “sell to cover” transaction required by the company to satisfy tax withholding obligations upon restricted stock unit vesting and settlement.

What equity awards did Fold Holdings (FLD) grant to CTO Thomas J. Dickman?

Fold Holdings granted CTO Thomas J. Dickman 5,000 shares of common stock at a price of $1.27 per share and reported restricted stock units that convert one-for-one into common stock. These awards increase his direct equity exposure to the company’s stock.

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

His restricted stock units vest one-fourth on September 1, 2024, with the remainder vesting in 48 equal monthly installments. Vesting is subject to his continued service and a liquidity event condition, which the filing states was satisfied upon completion of the company’s merger.

What does the Form 4 say about Fold Holdings (FLD) employee stock purchase plan activity?

A footnote explains that shares were purchased under Fold Holdings’ 2025 Employee Stock Purchase Plan through payroll deductions over a six-month offering period, with the purchase price reflecting a 15% discount to the average common stock price on February 27, 2026.