Dickman Thomas J 4

4 · Fold Holdings, Inc. · Filed Jun 3, 2026

AI-generated summary of this filing

Updated Jun 4, 2026

Fold (FLD) CTO Thomas J. Dickman Sells 6 Shares to Cover Taxes

What Happened

Thomas J. Dickman, Chief Technology Officer of Fold Holdings, converted 17 restricted stock units (RSUs) into common stock on June 1, 2026 (reported as derivative conversion/exercise). Following the conversion, he sold 6 shares in an open-market transaction on June 2, 2026 at $0.91 per share for total proceeds of $5.
The sale was a sell-to-cover to satisfy tax withholding tied to the vesting/settlement of RSUs and was mandated by the issuer — not a discretionary sale by Mr. Dickman.

Key Details

Transaction dates and prices:
- 2026-06-01: Conversion/exercise of 17 RSUs into common stock (code M); price not applicable for RSU conversion.
- 2026-06-02: Open-market sale of 6 shares at $0.91 per share; proceeds reported as $5.
Shares owned after the reported transactions: Not specified in the Form 4 filing.
Notable footnotes:
- F1: RSUs convert one-for-one into common stock.
- F2: The 6-share sale was required by the issuer’s sell-to-cover tax withholding policy and was not a discretionary trade by Mr. Dickman.
- F4/F5: RSU vesting schedule and treatment trace back to Legacy Fold awards converted in connection with the 2024 merger; liquidity event vesting condition was met upon that merger.
Filing: Form 4 filed on 2026-06-03 reporting transactions on 2026-06-01 and 06-02 (appears timely). Exhibit 24 (Power of Attorney) is incorporated by reference.

Context

This was not a purchase or a voluntary sale for investment reasons but a routine sell-to-cover following RSU vesting. RSU conversions are reported as derivative exercises (code M); some converted shares can be sold immediately to cover withholding without indicating insider sentiment.

Form 4

Period: 2026-06-01

Chief Technology Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-06-01+17→ 539,573 total
Sale
Common Stock
[F2]
2026-06-02$0.91/sh−6$5→ 539,567 total
Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]
2026-06-01−17→ 258 total
→ Common Stock (17 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).

Signature

/s/ Audrey Bartosh, Attorney-in-Fact|2026-06-03

1 file