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Fold Holdings (FLD) CTO records RSU vesting and small tax-driven share sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fold Holdings, Inc. Chief Technology Officer Thomas J. Dickman reported routine equity compensation activity. On May 1, 2026, restricted stock units converted into 18 shares of Common Stock at $0.00 per share as part of a vesting event. On May 4, 2026, he sold 9 shares of Common Stock at $1.422 per share to cover tax withholding obligations through a mandated “sell to cover” transaction, which the company required and which was not a discretionary sale. After these transactions, he held 543,507 Common Stock shares directly and 275 restricted stock units, which convert into common stock on a one-for-one basis.

Positive

  • None.

Negative

  • None.
Insider Dickman Thomas J
Role Chief Technology Officer
Sold 9 shs ($12.80)
Type Security Shares Price Value
Sale Common Stock 9 $1.422 $12.80
Exercise Restricted Stock Units 18 $0.00 --
Exercise Common Stock 18 $0.00 --
Holdings After Transaction: Common Stock — 543,507 shares (Direct, null); Restricted Stock Units — 275 shares (Direct, null)
Footnotes (1)
  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).
Shares sold 9 shares Common Stock sold on May 4, 2026 at $1.422 per share
Sale price $1.422 per share Price for 9 Common Stock shares sold to cover taxes
RSUs converted 18 units Restricted stock units converted into Common Stock on May 1, 2026
Shares held after 543,507 shares Total Common Stock directly held following transactions
RSUs remaining 275 units Restricted stock units outstanding after conversion
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
"funded by a "sell to cover" transaction and does not represent a discretionary 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026M18A(1)543,516D
Common Stock05/04/2026S(2)9D$1.422543,507D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)05/01/2026M18 (4) (4)Common Stock18(5)275D
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-Fact05/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Fold Holdings (FLD) report for Thomas J. Dickman?

Fold Holdings reported that CTO Thomas J. Dickman had 18 restricted stock units convert into Common Stock and sold 9 Common Stock shares. The 9-share sale occurred at $1.422 per share in connection with tax withholding obligations.

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

The 9-share sale by Thomas J. Dickman was not discretionary. It was executed as a mandated “sell to cover” transaction required by Fold Holdings to fund tax withholding obligations tied to restricted stock unit vesting.

How many Fold Holdings (FLD) shares does Thomas J. Dickman hold after these transactions?

After the reported transactions, Thomas J. Dickman directly holds 543,507 shares of Fold Holdings Common Stock. He also holds 275 restricted stock units, each of which converts into one share of Common Stock upon settlement.

How do restricted stock units work for Fold Holdings (FLD) CTO Thomas J. Dickman?

For Thomas J. Dickman, restricted stock units convert into Fold Holdings Common Stock on a one-for-one basis. Vesting occurs over time in installments, subject to continued service and a liquidity event condition that was deemed met following the company’s merger.