Thomas J. Dickman, Chief Technology Officer of Fold Holdings, Inc. (NASDAQ:FLD), filed a Form 4 on November 3, 2026, disclosing the vesting of 18 restricted stock units on October 30, 2026, and a mandatory "sell to cover" sale of 6 shares of common stock on November 2, 2026.

Key Highlights

  • RSU conversion: 18 restricted stock units converted into 18 shares of common stock on October 30, 2026, on a one-for-one basis.
  • Tax-related sale: 6 shares were sold on November 2, 2026, at $0.552 per share to satisfy tax withholding obligations connected to the RSU vesting.
  • Mandatory transaction: According to the filing, 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."
  • Resulting ownership: Following both transactions, Dickman directly beneficially owns 541,741 shares of common stock.
  • Remaining RSUs: Dickman holds 172 restricted stock units following the reported transactions.
  • Vesting schedule: The RSUs vest as to one-fourth of the underlying shares beginning September 1, 2024, and thereafter in 48 equal monthly installments, subject to continued service and a liquidity event condition, which the filing states was met upon the company's merger.

Dickman's RSU Settlement and Mandatory Share Sale at Fold Holdings

Thomas J. Dickman, serving as Chief Technology Officer of Fold Holdings, Inc., reported two transactions in a Form 4 filed November 3, 2026, covering activity between October 30 and November 2, 2026. On October 30, 2026, Dickman acquired 18 shares of common stock through the settlement of an equivalent number of restricted stock units, which convert on a one-for-one basis. Prior to these transactions, his directly held share count stood at 541,729 shares, rising to 541,747 upon the acquisition.

On November 2, 2026, 6 of those shares were sold at a price of $0.552 per share. The filing specifies that this sale was not a discretionary decision by Dickman. Rather, it was required by the company's policy of funding tax withholding obligations arising from RSU vesting through a "sell to cover" arrangement. After the sale, Dickman's direct beneficial ownership in common stock stood at 541,741 shares.

The RSUs that vested were originally part of a Legacy Fold award automatically converted into Fold Holdings RSUs under the terms of the Agreement and Plan of Merger dated July 24, 2024, involving FTAC Emerald Acquisition Corp., FTAC EMLD Merger Sub Inc., and Fold, Inc. The filing states the liquidity event vesting condition attached to the RSUs was deemed met upon that merger. Following settlement, Dickman holds 172 restricted stock units. The Form 4 was signed by Audrey Bartosh as Attorney-in-Fact, with authority incorporated by reference to a Power of Attorney filed February 20, 2026.

What Was Disclosed

Fold Holdings CTO Thomas J. Dickman disclosed the settlement of 18 RSUs into common stock on October 30, 2026, and the mandatory sale of 6 shares at $0.552 on November 2, 2026, to cover tax withholding, leaving him with 541,741 shares directly owned and 172 RSUs remaining.