Dickman Thomas J 4

4 · Fold Holdings, Inc. · Filed Apr 21, 2026

AI-generated summary of this filing

Updated Apr 22, 2026

Fold (FLD) CTO Thomas J. Dickman Sells Shares (Sell-to-Cover)

What Happened

Thomas J. Dickman, Chief Technology Officer of Fold Holdings, converted 178 restricted stock units (RSUs) into common shares on 2026-04-17 and then sold 61 shares in an open-market sale on 2026-04-20 at $1.50 per share, generating $92. The sale was a company-mandated "sell-to-cover" to satisfy tax withholding obligations and not a discretionary trade by Mr. Dickman.

Key Details

Transaction dates: RSU conversion (exercise/conversion) on 2026-04-17; sale on 2026-04-20.
Sale price and proceeds: 61 shares sold at $1.50 each, total $92.
Shares acquired via conversion: 178 RSUs converted to common stock (1:1 conversion per footnote).
Shares owned after the transaction: not specified in the provided filing excerpt.
Notable footnotes:
- F1: RSUs convert one-for-one into common stock.
- F2: The 61-share sale was a sell-to-cover to satisfy tax withholding—mandated by the issuer, not a discretionary sale.
- F4–F5: The RSUs vest over time (monthly installments after an initial one-fourth) and were converted from legacy Fold RSUs as part of the merger described in the filing.
Filing timeliness: Report filed 2026-04-21 covering the 2026-04-17 conversion—appears to be filed within the typical Form 4 reporting window.

Context

For retail investors: this was primarily an administrative transaction (RSU settlement + sell-to-cover for taxes), which is common when equity awards vest. Such sell-to-cover transactions generally do not indicate insider sentiment about the company’s prospects.

Form 4

Period: 2026-04-17

Chief Technology Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-04-17+178→ 543,559 total
Sale
Common Stock
[F2]
2026-04-20$1.50/sh−61$92→ 543,498 total
Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]
2026-04-17−178→ 179 total
→ Common Stock (178 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|2026-04-21

1 file