Dickman Thomas J 4

4 · Fold Holdings, Inc. · Filed Mar 23, 2026

AI-generated summary of this filing

Updated Mar 24, 2026

Fold (FLD) CTO Thomas J. Dickman Sells Shares

What Happened

Thomas J. Dickman, Chief Technology Officer of Fold Holdings, reported the conversion of 179 restricted stock units (RSUs) into common shares on 2026-03-19 and the subsequent sale of 47 of those shares on 2026-03-20. The 47-share sale was executed at $1.25 per share for a total of $59.
The conversion reflects vested RSUs (one-for-one conversion into common stock). The sale was a sell-to-cover transaction to satisfy tax withholding obligations and was not a discretionary trade by Mr. Dickman.

Key Details

Transaction dates and prices:
- 2026-03-19: 179 RSUs converted into common stock (derivative exercise/conversion).
- 2026-03-20: 47 shares sold in the open market at $1.25 each, proceeds $59.
Shares owned after the transaction: Not specified in the Form 4 provided.
Notable footnotes:
- F1: RSUs convert into common stock one-for-one.
- F2: The 47-share sale was mandated by the issuer as a "sell to cover" to satisfy tax withholding and was not a discretionary sale.
- F4–F5: The RSUs vest monthly (subject to service and a liquidity-event vesting condition), and the liquidity condition was deemed met upon the company’s merger, which converted legacy RSUs into the issuer’s RSUs.
Filing timeliness: Form 4 was filed on 2026-03-23 for transactions on 2026-03-19 and 2026-03-20; filing appears timely (within required reporting window).

Context

This was a routine sell-to-cover following RSU vesting, not a voluntary sell indicating a change in insider sentiment. The key activity is the vesting/conversion of RSUs into common stock, with a small portion sold solely to cover taxes.

Form 4

Period: 2026-03-19

Chief Technology Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-19+179→ 332,369 total
Sale
Common Stock
[F2]
2026-03-20$1.25/sh−47$59→ 332,322 total
Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]
2026-03-19−179→ 357 total
→ Common Stock (179 underlying)

Footnotes (5)

[F1]Restricted stock units convert into common stock on a one-for-one basis.
[F2]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.
[F3]Not applicable.
[F4]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 (as described in Footnote 5).
[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).

Signature

/s/ Audrey Bartosh, Attorney-in-Fact|2026-03-23

1 file