Dickman Thomas J 4
4 · Fold Holdings, Inc. · Filed May 5, 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, had 18 restricted stock units convert into 18 shares of Fold common stock on May 1, 2026 (reported as a derivative exercise/conversion, transaction code M). To satisfy tax withholding tied to that settlement, 9 of those shares were sold in an issuer-mandated "sell-to-cover" transaction on May 4, 2026 at $1.42 per share, generating $13 in proceeds. The Form 4 was filed on May 5, 2026.
Key Details
- Transaction dates/types:
- 2026-05-01: Exercise/conversion of derivative (RSU conversion) — 18 shares acquired (M).
- 2026-05-04: Open market sale (sell-to-cover) — 9 shares sold at $1.42 each for $13 total (S).
- Shares owned after transaction: Not specified in the filing.
- Footnotes of note:
- RSUs convert one-for-one into common stock (F1).
- The 9-share sale was required by the issuer to cover tax withholding and was not a discretionary sale by Mr. Dickman (sell-to-cover) (F2).
- The RSUs vest over time (one-fourth beginning 9/1/2024, then monthly) and a liquidity event vesting condition was deemed met upon the merger described in the filing (F4, F5).
- Filing timeliness: Form 4 filed 2026-05-05; appears to be timely (within required reporting window).
Context
This was primarily a conversion of RSUs into common shares followed by a mandatory sell-to-cover to meet tax obligations — a routine, non-discretionary transaction that does not by itself signal insider sentiment. The filing also references an incorporated Power of Attorney (Exhibit 24).
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-01+18→ 543,516 total - Sale
Common Stock
[F2]2026-05-04$1.42/sh−9$13→ 543,507 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-05-01−18→ 275 total→ Common Stock (18 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).