Dickman Thomas J 4

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.