Dickman Thomas J 4
4 · Fold Holdings, Inc. · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CTO Thomas J. Dickman Sells Shares to Cover Taxes
What Happened Thomas J. Dickman, Chief Technology Officer of Fold Holdings, reported the conversion of 17 restricted stock units (RSUs) into 17 shares of common stock on April 1, 2026. Following the conversion, 6 of those shares were sold in an open-market transaction on April 2, 2026 at $1.22 per share for a reported total of $7 to satisfy tax-withholding obligations. The transactions were reported on Form 4 filed April 3, 2026.
Key Details
- Transaction types: Conversion of RSUs into common stock (derivative conversion, code M) and an open-market sale (code S) to cover taxes.
- Dates: RSU conversion reported for 2026-04-01; sale executed 2026-04-02; Form 4 filed 2026-04-03.
- Price and proceeds: Sale of 6 shares at $1.22 per share; reported proceeds $7 (per filing).
- Net effect from this vesting: 17 shares issued from RSU conversion, 6 sold to cover taxes → net +11 shares retained from this vesting event.
- Footnotes: RSUs convert 1-for-1 into common stock (F1). The sale was a mandatory "sell-to-cover" to satisfy tax withholding and not a discretionary sale by Mr. Dickman (F2). The RSU vesting was subject to time and a liquidity-event condition, which was satisfied by the Merger (F4–F5).
- Filing timeliness: Form 4 was filed two days after the conversion date and one day after the sale — within typical insider reporting windows.
Context
- This was not a market-timed, discretionary sale: the 6-share sale was required by the company’s sell-to-cover tax withholding policy, so it should not be interpreted as a personal bearish signal.
- The convertible RSUs arose from Fold’s business combination (merger) that converted Legacy Fold RSUs into issuer RSUs per the merger agreement.
Insider Transaction Report
Form 4
Dickman Thomas J
Chief Technology Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-04-01+17→ 332,339 total - Sale
Common Stock
[F2]2026-04-02$1.22/sh−6$7→ 332,333 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-04-01−17→ 293 total→ Common Stock (17 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 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.
- [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|2026-04-03