SEC Form 4 · accession 0001193125-26-382489
Fold Holdings, Inc. · FLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Dickman
Officer — Chief Technology Officer
Period of report
Aug 31, 2026
Accepted (ET)
Sep 3, 2026 · 9:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001889123
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Aug 31, 2026 | A | 5,000 | — | A | 541,707 | D | |
| Common StockF3 | Sep 1, 2026 | M | 17 | — | A | 541,724 | D | |
| Common Stock | Sep 2, 2026 | S | 6 | $0.457 | D | 541,718 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F5,F6 | — | Sep 1, 2026 | M | 17 | D | — | — | Common Stock | 17 | 207 | D |
Explanation of responses
- F1Shares 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.
- F2The purchase price is calculated by giving a 15% discount on the average selling price of the Company's common stock price on August 31, 2026, the last trading day of the offering period.
- F3Restricted stock units convert into common stock on a one-for-one basis.
- F4The 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.
- F5Not applicable.
- F6The 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.
- F7Represents 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).
Remarks
Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24 to that Form 4 filed by the Reporting Person on February 20, 2026).