Dickman Thomas J 4
4 · Fold Holdings, Inc. · Filed Mar 3, 2026
Insider Transaction Report
Form 4
Dickman Thomas J
Chief Technology Officer
Transactions
- Exercise/Conversion
Common Stock
[F2]2026-02-27+17→ 327,198 total - Award
Common Stock
[F5][F6]2026-02-27$1.27/sh+5,000$6,350→ 332,198 total - Sale
Common Stock
[F7]2026-03-02$1.42/sh−8$11→ 332,190 total - Exercise/Conversion
Restricted Stock Units
[F1][F3][F4]2026-02-27−17→ 0 total→ Common Stock (310 underlying)
Footnotes (7)
- [F1]Not applicable.
- [F2]Restricted stock units convert into common stock on a one-for-one basis.
- [F3]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).
- [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.
- [F5]Shares were purchased pursuant to the Company's 2025 Employee Stock Purchase Plan, under which Participant agrees to payroll deductions prior to the commencement of a six month offering period whereby the payroll deductions are accumulated for the purchase of shares at the end of the offering period.
- [F6]The purchase price is calculated by giving a 15% discount on the average selling price of the Company's common stock price on February 27, 2026, the last trading day of the offering period.
- [F7]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.
Signature
/s/ Audrey Bartosh, Attorney-in-Fact|2026-03-03