Dickman Thomas J 4

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.