Dickman Thomas J 4

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.