Forge Glo Hldg SEC Filings

Forge Global Holdings, Inc. reported an insider equity transaction by its Chief Executive Officer and director related to tax withholding on restricted stock units. On 12/29/2025, 19,519 shares of common stock were withheld by the company at a price of $0 per share to cover tax obligations from the accelerated settlement of an equity award. After this transaction, the reporting person beneficially owned 421,699 shares directly and 4,718 shares indirectly through a Roth IRA. The acceleration of equity award payments was approved by the board in connection with an Agreement and Plan of Merger dated November 5, 2025 among Forge Global, The Charles Schwab Corporation, and a Schwab subsidiary, aimed at mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code.

Forge Global Holdings, Inc. reported that its Chief Financial Officer acquired common shares through the vesting of performance-based restricted stock units. On 12/22/2025, the CFO received 3,111 shares of common stock at a price of $0 per share under the company’s 2025 Inducement Plan, after the Compensation Committee certified that total shareholder return performance goals for the 2025 fiscal year were fully met, earning 100% of the target award.

On the same date, the CFO also received 2,222 shares at a price of $0 per share under the 2022 Stock Option and Incentive Plan, again based on 100% achievement of total shareholder return targets for 2025. Following these transactions, the CFO beneficially owned 29,457 shares directly. The filing notes that, in connection with a Merger Agreement with The Charles Schwab Corporation, the board approved acceleration of certain equity awards to address potential adverse tax consequences, with repayment obligations for accelerated compensation under specified conditions.

Forge Global Holdings, Inc. reported that its Chief Executive Officer and director acquired 36,800 shares of common stock on 12/23/2025 at a price of $0 per share. These shares came from performance-based restricted stock units tied to total shareholder return, which the Board certified as earned at 200% of the target award based on 2025 stock price goals under the company’s 2022 Stock Option and Incentive Plan. After this transaction, the reporting person beneficially owned 441,218 shares directly and 4,718 shares indirectly through a Roth IRA. The filing also notes that, in connection with an Agreement and Plan of Merger dated November 5, 2025 with The Charles Schwab Corporation and a Schwab subsidiary, the Board approved accelerated payment of certain equity awards to address potential tax effects, with repayment required under certain conditions.

Forge Global Holdings, Inc. describes special compensation actions for its Chief Executive Officer and Chief Financial Officer in connection with the pending merger with The Charles Schwab Corporation. To address potential “excess parachute payments” under Sections 280G and 4999 of the tax code, the board and compensation committee approved paying certain 2025 incentives earlier than originally scheduled.

For CEO Kelly Rodriques, performance-based restricted stock units granted in 2025 and tied to stock price performance versus the Russell 2000 were fully earned at 200% of target, leading to the vesting and settlement of 36,800 RSUs in December 2025. For CFO James Nevin, actions include a $340,000 partial 2025 cash bonus paid in December 2025, accelerated vesting of 11,926 time-based RSUs, and 5,333 performance-based RSUs earned at 100% of target.

Both executives signed Section 280G Mitigation Acknowledgements requiring them to repay the after-tax portion of these accelerated amounts if they leave before the dates the awards would have normally vested or if the company later determines the accelerated amounts exceeded what actual performance justified.

Forge Global Holdings has agreed to be acquired by The Charles Schwab Corporation in an all-cash merger. Each outstanding share of Forge common stock, other than excluded and dissenting shares, will be converted into the right to receive $45.00 in cash, without interest and less any applicable withholding taxes.

The company states this price is a premium of about 170% to the $16.63 closing price on October 24, 2025, the last trading day before media reports about a possible deal. A virtual special meeting on January 22, 2026 will allow stockholders of record on December 9, 2025 to vote on adopting the merger agreement and related proposals.

An independent special committee and the full board unanimously determined the merger is fair and in the best interests of stockholders and recommend voting in favor. Support agreements with Motive Capital funds and Deutsche Börse AG cover roughly 26.38% of the voting power and commit those holders to back the transaction. If completed, Forge will become a wholly owned Schwab subsidiary, its stock will be delisted from the NYSE, and stockholders who follow Delaware procedures may instead seek court-determined appraisal value.

Forge Global Holdings, Inc. reported an insider equity transaction by Chief Executive Officer and Director Kelly Rodriques. On 12/10/2025, 2,992 shares of common stock were withheld by the company to cover tax withholding and remittance obligations tied to the net settlement of restricted stock units. This is a non-cash transaction coded as "F," meaning the shares were surrendered back to the issuer rather than sold on the market.

After this tax-related withholding, Kelly Rodriques beneficially owns 404,418 shares of Forge Global common stock directly and 4,718 shares indirectly through a Forge Trust Co CFBO Kelly Rodriques Roth IRA.

Forge Global Holdings, Inc. reported a routine insider transaction by its Chief Accounting Officer. On 12/10/2025, 576 shares of common stock were withheld by the company to cover tax withholding and remittance obligations related to the net settlement of restricted stock units. The shares were treated as a disposition at a price of $0, reflecting that this was a tax withholding event rather than an open-market sale. Following this transaction, the officer beneficially owns 48,851 shares of Forge Global common stock in direct ownership.

Forge Global Holdings, Inc. disclosed that investment vehicle Kostka LLC and its managers Mark DeNatale and Vince Gubitosi collectively report beneficial ownership of a little over seven percent of the company’s common stock. Kostka LLC reports beneficial ownership of 977,987 shares, or 7.11% of Forge’s common stock, based on 13,756,621 shares outstanding. DeNatale reports beneficial ownership of 994,903 shares, or 7.23%, while Gubitosi reports 995,987 shares, or 7.24%, reflecting their direct holdings plus shares held through Kostka LLC and a related entity.

The filing classifies the stake as passive, with the reporting persons certifying that the securities were not acquired and are not held for the purpose of changing or influencing control of Forge Global. Voting and dispositive power over most of the shares is shared, underscoring their role as significant but non‑controlling shareholders.

Forge Global Holdings (FRGE) reported Q3 2025 results showing modest top-line growth and slightly narrower losses. Total revenue was $21.3 million, up from $19.2 million a year ago. Marketplace revenue rose to $12.2 million from $8.7 million, while custodial administration fees declined to $9.1 million from $10.5 million. Operating loss was $20.5 million versus $20.9 million, and net loss was $18.2 million versus $18.8 million. Basic and diluted net loss per share was $1.37.

For the first nine months, revenue reached $74.3 million versus $60.7 million, with operating loss of $49.9 million versus $63.6 million. Cash and cash equivalents were $32.3 million as of September 30, 2025, compared with $105.1 million at year-end, reflecting operating cash use of $32.0 million year-to-date. The company closed the Accuidity acquisition on July 1, 2025 for $9.8 million in cash, 1,150,000 shares, and contingent consideration valued at $6.0 million, adding $26.0 million of goodwill and $6.7 million of identifiable intangibles. Shares outstanding were 13,756,621 as of November 12, 2025.