Fold Holdings (FLD) CTO reports RSU vesting and tax sell-to-cover
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported routine equity compensation activity. He exercised 17 restricted stock units into 17 shares of common stock at $0.00 per share, with the units converting into common stock on a one-for-one basis.
On the following day, he sold 6 shares of common stock at $1.222 per share solely to cover tax withholding obligations under a mandated “sell to cover” arrangement, which the company required and which was not a discretionary trade. After these transactions, he directly held 332,333 shares of common stock and 293 restricted stock units.
The restricted stock units vest as to one-fourth of the underlying shares beginning on September 1, 2024 and then in 48 equal monthly installments, subject to his continued service and a liquidity event vesting condition that was satisfied upon the company’s merger with Legacy Fold.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 6 shares ($7)
Net Sell
3 txns
Insider
Dickman Thomas J
Role
Chief Technology Officer
Sold
6 shs ($7.33)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 6 | $1.222 | $7.33 |
| Exercise | Restricted Stock Units | 17 | $0.00 | -- |
| Exercise | Common Stock | 17 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 332,333 shares (Direct);
Restricted Stock Units — 293 shares (Direct)
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
Tax-related sale: 6 shares at $1.222
RSUs exercised: 17 units at $0.00
Post-transaction common shares: 332,333 shares
+1 more
4 metrics
Tax-related sale
6 shares at $1.222
Common stock sold on 2026-04-02 to cover tax withholding
RSUs exercised
17 units at $0.00
Restricted stock units converted to 17 common shares on 2026-04-01
Post-transaction common shares
332,333 shares
Direct common stock holdings following reported transactions
Post-transaction RSUs
293 units
Remaining restricted stock unit balance after the 17-unit conversion
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 through the applicable vesting date 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 Thomas J. Dickman?
Fold’s CTO Thomas J. Dickman exercised 17 restricted stock units into common stock and sold 6 common shares. The sale was a small, tax-related transaction under a mandated sell-to-cover arrangement rather than a discretionary open-market decision.
Was the Fold Holdings (FLD) insider sale by Thomas J. Dickman discretionary?
No. The 6-share sale reported for Thomas J. Dickman was to cover tax withholding obligations from RSU vesting. The company required this sell-to-cover method, so it did not represent a discretionary trading decision by the executive.
What RSU vesting schedule applies to Thomas J. Dickman’s Fold (FLD) awards?
Dickman’s restricted stock units vest one-fourth of the underlying shares starting September 1, 2024, then in 48 equal monthly installments. Vesting depends on his continued service and a liquidity event condition, which was satisfied upon Fold’s merger with Legacy Fold.
How were Thomas J. Dickman’s RSUs in Fold Holdings (FLD) originally issued?
His RSUs were received as part of Fold Holdings’ business combination under a merger agreement involving Legacy Fold. Each Legacy Fold RSU award was automatically converted into RSUs of Fold common stock based on an exchange ratio detailed in a Form S-4 registration statement.
What is the conversion rate for Thomas J. Dickman’s Fold (FLD) restricted stock units?
Each restricted stock unit converts into one share of Fold common stock on a one-for-one basis. This means every vested RSU adds an equivalent single share to Dickman’s common stock holdings when settlement occurs.