Dickman Thomas J 4

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.