Dickman Thomas J 4

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.