Fold (FLD) CTO Thomas J. Dickman Sells 5 Shares to Cover Taxes

What Happened

• Thomas J. Dickman, Chief Technology Officer of Fold Holdings, converted 17 restricted stock units into 17 shares of common stock on July 31, 2026 (derivative conversion/exercise).
• A portion of those shares was sold in the open market to satisfy tax withholding: on August 3, 2026 he sold 5 shares at $0.47 per share for total proceeds of approximately $2. The sale was a company-mandated "sell-to-cover" to satisfy withholding and was not a discretionary sale by Mr. Dickman.

Key Details

• Transaction dates and prices: 7/31/2026 — conversion of 17 RSUs into 17 shares; 8/03/2026 — sale of 5 shares at $0.47 each (~$2).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes of note:
  • F1: RSUs convert one-for-one into common stock.
  • F2: The 5-share sale was a sell-to-cover required by the issuer to satisfy tax withholding (not a discretionary trade).
  • F4–F5: The RSUs vest monthly (with an initial one-fourth cliff starting 9/1/2024) and were converted into issuer RSUs as part of the 2024 merger that created the current issuer.
• Filing: Form 4 filed August 4, 2026; transaction dates were July 31 and August 3, 2026.

Context

• This was primarily a conversion of vested RSUs followed by a sell-to-cover tax withholding — a routine administrative transaction rather than a market-timing sale.
• For derivative transactions: the RSUs vested/converted into shares (one-for-one), and some converted shares were sold immediately to cover taxes.