Fold Holdings (FLD) CTO reports RSU vesting and mandated 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 and a small tax-related sale of common stock. He exercised restricted stock units that converted into 17 shares of common stock on a one-for-one basis, then sold 5 common shares at $0.492 per share to cover tax withholding obligations under a mandated “sell to cover” arrangement, which the company elected and which was not a discretionary trade by him.
Following these transactions, he directly held 539,579 shares of common stock and 241 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 described in the Merger Agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 5 shares ($2)
Net Sell
3 txns
Insider
Dickman Thomas J
Role
Chief Technology Officer
Sold
5 shs ($2.46)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 5 | $0.492 | $2.46 |
| Exercise | Restricted Stock Units | 17 | $0.00 | -- |
| Exercise | Common Stock | 17 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 539,579 shares (Direct, null);
Restricted Stock Units — 241 shares (Direct, null)
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
Shares sold: 5 shares at $0.492
Common shares held after: 539,579 shares
RSUs converted: 17 restricted stock units
+2 more
5 metrics
Shares sold
5 shares at $0.492
Open-market sale to cover tax withholding
Common shares held after
539,579 shares
Direct ownership after transactions
RSUs converted
17 restricted stock units
Converted one-for-one into common stock
RSUs remaining
241 restricted stock units
Direct derivative holdings after exercise
RSU vesting start
September 1, 2024
One-fourth vests initially, then 48 monthly installments
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 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.
Registration Statement on Form S-4 regulatory
"based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
FAQ
What insider transactions did Fold Holdings (FLD) report for CTO Thomas J. Dickman?
Fold Holdings’ Chief Technology Officer Thomas J. Dickman exercised restricted stock units into 17 common shares and sold 5 common shares at $0.492 each. The sale was specifically to cover tax withholding obligations under a mandated sell-to-cover arrangement elected by the company.
Was the Fold Holdings (FLD) insider stock sale by Thomas J. Dickman discretionary?
No, the 5-share sale at $0.492 by Thomas J. Dickman was not discretionary. It was mandated by Fold Holdings’ election to satisfy tax withholding obligations through a “sell to cover” transaction tied to vesting restricted stock units, rather than an open-market timing decision.
How do Thomas J. Dickman’s restricted stock units in Fold Holdings (FLD) vest?
Dickman’s restricted stock units vest as to one-fourth of the underlying shares beginning on September 1, 2024, then in 48 equal monthly installments. Vesting requires his continued service and depends on a liquidity event condition that was met upon the company’s merger.
What does the liquidity event vesting condition mean for Fold Holdings (FLD) RSUs?
The liquidity event vesting condition required a specified corporate transaction before full vesting. For Fold Holdings RSUs, this condition was deemed satisfied upon the merger described in the company’s Merger Agreement, allowing vesting to proceed under the stated schedule, subject to continued service.
How were Fold Holdings (FLD) restricted stock units created from Legacy Fold awards?
Legacy Fold restricted stock unit awards converted into Fold Holdings RSUs under an Agreement and Plan of Merger. Each Legacy Fold RSU became an RSU for Fold Holdings common stock based on an exchange ratio described in the company’s Form S-4 registration statement (Reg. No. 333-282520).