Dickman Thomas J 4
4 · Fold Holdings, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CTO Thomas J. Dickman Sells Shares (Sell-to-Cover)
What Happened
Thomas J. Dickman, Chief Technology Officer of Fold Holdings, reported that 179 restricted stock units converted into common stock on May 19, 2026. Following that conversion, Mr. Dickman sold 81 shares in an open-market "sell-to-cover" transaction on May 20, 2026 at $1.21 per share, generating $98 in proceeds. The sell was to satisfy tax withholding obligations and was mandated by the issuer's sell-to-cover election.
Key Details
- Transaction dates: RSU conversion recorded May 19, 2026; open-market sale on May 20, 2026. Form filed May 21, 2026.
- Shares converted/exercised: 179 RSUs converted to common stock (one-for-one conversion).
- Shares sold: 81 shares at $1.21 per share, total proceeds $98.
- Reason for sale: Tax withholding on vesting/settlement of RSUs — a mandatory sell-to-cover per issuer (Footnote F2). This was not a discretionary sale by the reporting person.
- Vesting background: RSUs vest 1/4 starting May 19, 2023, then in 48 monthly installments; liquidity-event vesting condition was satisfied by the Merger (Footnotes F4, F5).
- Shares owned after transaction: Not specified in the excerpted filing.
- Filing remark: Exhibit 24 (Power of Attorney) incorporated by reference.
Context
This was a routine sell-to-cover tied to the vesting and settlement of RSUs, not an independent market-timing sale. RSU conversions are recorded as derivative exercises for reporting purposes; a portion of the resulting shares were sold immediately to cover taxes. Such transactions are common following equity award vesting and generally reflect tax mechanics rather than a view on company prospects.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-19+179→ 539,637 total - Sale
Common Stock
[F2]2026-05-20$1.21/sh−81$98→ 539,556 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-05-19−179→ 0 total→ Common Stock (179 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).