Dickman Thomas J 4

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.