Dickman Thomas J 4
4 · Fold Holdings, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Fold Holdings (FLD) CTO Thomas Dickman Sells Shares After RSU Settlement
What Happened
- Thomas J. Dickman, Chief Technology Officer of Fold Holdings (FLD), had multiple restricted stock units (RSUs) convert into common shares on Feb 18–19, 2026 and had a portion of those shares withheld/sold to satisfy tax liabilities.
- The filing shows exercises/conversions of RSUs totaling 359,282 shares (330,126; 20,633; 7,847; 498 on 2/18 and 178 on 2/19). Shares withheld or otherwise disposed to cover taxes and related settlements totaled 182,101 shares sold/withheld at prices of $1.47 and $1.50, producing aggregate cash proceeds of about $267,692.
- This was not an open‑market purchase (not a bullish buy); it reflects routine vesting/settlement of equity awards and tax withholding, not an independent decision to sell shares for investment reasons.
Key Details
- Transaction dates: primarily Feb 18, 2026 (settlement/withholding) and Feb 19, 2026 (additional settlement/withholding).
- Prices for disposed shares: $1.47 per share (majority) and $1.50 for 80 shares; total proceeds ≈ $267,692.
- Shares converted/received via exercise/conversion: 359,282 shares (RSU settlements).
- Shares disposed/withheld for taxes: 182,101 shares (split across multiple withholding/sale line items).
- Notable footnotes: RSUs were legacy awards converted in a 2025 merger and, though previously vested, were not settled until Feb 18, 2026 due to equity plan administrator restrictions (see F5–F9). Shares were withheld to satisfy tax liabilities on settlement (F3, F4, F10).
- Shares owned after the transactions: not disclosed in the provided excerpt of the Form 4.
- Timeliness: Form 4 filed Feb 20, 2026 for transactions dated Feb 18–19, 2026 (filed within the typical 2‑business‑day reporting window).
Context
- These entries reflect the conversion/settlement of RSUs (derivative awards) and tax withholding rather than a discretionary sale for investment purposes. When RSUs vest and are settled, companies commonly withhold or sell shares to cover required payroll/tax obligations; that appears to be the case here.
- For retail investors: this is routine insider activity tied to compensation mechanics and a prior merger, not necessarily a signal about the executive’s view of the company.
Insider Transaction Report
Form 4
Dickman Thomas J
Chief Technology Officer
Transactions
- Other
Common Stock
[F3]2026-02-18$1.47/sh−152,336$223,934→ 356,768 total - Exercise/Conversion
Common Stock
[F2]2026-02-18+330,126→ 480,126 total - Exercise/Conversion
Common Stock
[F2]2026-02-18+20,633→ 500,759 total - Exercise/Conversion
Common Stock
[F2]2026-02-18+7,847→ 508,606 total - Exercise/Conversion
Common Stock
[F2]2026-02-18+498→ 509,104 total - Other
Common Stock
[F3]2026-02-18$1.47/sh−9,213$13,543→ 347,555 total - Other
Common Stock
[F3]2026-02-18$1.47/sh−3,504$5,151→ 344,051 total - Other
Common Stock
[F3]2026-02-18$1.47/sh−223$328→ 343,828 total - Other
Common Stock
[F4]2026-02-18$1.47/sh−11,163$16,410→ 332,665 total - Other
Common Stock
[F4]2026-02-18$1.47/sh−5,582$8,206→ 327,083 total - Exercise/Conversion
Common Stock
[F2]2026-02-19+178→ 327,261 total - Other
Common Stock
[F10]2026-02-19$1.50/sh−80$120→ 327,181 total - Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]2026-02-18−330,126→ 0 total→ Common Stock (330,126 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F7]2026-02-18−20,633→ 0 total→ Common Stock (20,633 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F8]2026-02-18−7,847→ 714 total→ Common Stock (7,847 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F9]2026-02-18−498→ 327 total→ Common Stock (498 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F8]2026-02-19−178→ 536 total→ Common Stock (178 underlying)
Footnotes (10)
- [F1]Not applicable.
- [F10]Shares withheld to satisfy tax liability on vesting and settlement of RSUs on February 19, 2026.
- [F2]Restricted stock units convert into common stock on a one-for-one basis.
- [F3]Shares withheld to satisfy tax liability upon settlement of RSUs on February 18, 2026.
- [F4]Represents shares withheld to satisfy tax liability upon vesting and settlement of restricted stock unit grants previously reported as Common Stock in Table I.
- [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).
- [F6]The restricted stock units vested in 48 equal monthly installments beginning on August 20, 2019, 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 of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.
- [F7]The restricted stock units vested in 48 equal monthly installments beginning on December 1, 2020, 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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.
- [F8]The restricted stock units vest as to one-fourth of the underlying shares beginning on May 19, 2023 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. Due to restrictions imposed by the Company's equity plan administrator, none of the previously vested units were settled until February 18, 2026.
- [F9]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. Due to restrictions imposed by the Company's equity plan administrator, none of the vested units were settled until February 18, 2026.
Signature
/s/ Audrey Bartosh, Attorney-in-Fact|2026-02-20