Dickman Thomas J 4
4 · Fold Holdings, Inc. · Filed Jul 6, 2026
Research Summary
AI-generated summary of this filing
Fold (FLD) CTO Thomas J. Dickman Sells Shares
What Happened
Thomas J. Dickman, Chief Technology Officer of Fold Holdings, settled restricted stock units (RSUs) and had small share sales to satisfy tax withholding. The filing shows conversion/exercise of derivative awards on 2026-07-01 for 17 shares (RSU conversion) and a subsequent open-market sale of 5 shares on 2026-07-02 at $0.49 per share (proceeds ≈ $2). The sales were routine and related to tax withholding rather than a discretionary cash-raising sale.
Key Details
- Transaction dates/prices:
- 2026-07-01: Exercise/conversion of derivative (code M) — 17 shares acquired (no purchase price; RSU conversion).
- 2026-07-01: Related derivative disposition (code M) — 17 shares disposed (reported as derivative settlement).
- 2026-07-02: Open-market sale (code S) — 5 shares @ $0.49 each, proceeds ≈ $2.
- Post-transaction holdings: Not specified in this Form 4.
- Notable footnotes:
- F1: RSUs convert one-for-one into common stock.
- F2: The 5-share sale was a mandatory "sell-to-cover" to satisfy tax withholding on RSU settlement (not a discretionary sale by Mr. Dickman).
- F4/F5: RSUs vest monthly (after initial cliff) and vesting conditions were deemed satisfied upon the company’s merger; these awards were converted into issuer RSUs as part of the business combination.
- Filing timeliness: Form filed 2026-07-06 for transactions on 7/1–7/2. Form 4s are generally required within two business days, so this filing appears later than the typical reporting window.
Context
- Code M indicates exercise or conversion of a derivative (here, RSUs converting into common shares). The simultaneous small sales are tax-withholding related (sell-to-cover), not necessarily a signal of insider sentiment.
- The monetary amount involved is minimal (≈$2), reflecting a routine tax-related sale rather than a material insider divestiture.
Insider Transaction Report
Form 4
Dickman Thomas J
Chief Technology Officer
Transactions
- Sale
Common Stock
[F2]2026-07-02$0.49/sh−5$2→ 539,579 total - Exercise/Conversion
Common Stock
[F1]2026-07-01+17→ 539,584 total - Exercise/Conversion
Restricted Stock Units
[F3][F5][F4]2026-07-01−17→ 241 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|2026-07-06