Forge Global (FRGE) details accelerated CEO and CFO awards for Schwab deal

Rhea-AI Filing Summary

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.

Insights

Executive compensation and governance analyst

Forge accelerates CEO/CFO awards tied to Schwab merger with repayment safeguards.

Forge Global is managing potential tax issues arising from its planned merger with The Charles Schwab Corporation by accelerating certain 2025 incentive payouts for its CEO and CFO. The measures focus on payments that might otherwise be treated as “excess parachute payments” under Sections 280G and 4999, which can reduce corporate tax deductions and trigger excise taxes for recipients.

For CEO Kelly Rodriques, 2025 performance-based RSUs tied to total shareholder return versus the Russell 2000 were fully earned at 200% of target, resulting in 36,800 vested units in December 2025. For CFO James Nevin, the actions combine a $340,000 partial cash bonus, accelerated vesting of 11,926 time-based RSUs, and 5,333 performance-based RSUs earned at 100% of target. The compensation committee notes an intent to preserve corporate tax deductions and reduce the executives’ potential tax burden.

Both executives signed 280G Mitigation Acknowledgements on December 23, 2025, agreeing to repay the after-tax portion of these accelerated amounts if they depart before the dates the awards would have normally vested or if final performance results warrant a lower payout. Future company disclosures about the Schwab merger’s completion and any related post-closing employment changes will further shape how these arrangements ultimately play out.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 22, 2025

Forge Global Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware			001-39794			99-4383083
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

4 Embarcadero Center Floor 15 San Francisco, California (Address of principal executive offices) 94111 (Zip Code)

(415) 881-1612

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

FRGE

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the merger (the “Merger”) contemplated by the previously announced Agreement and Plan of Merger (the “Merger Agreement”) by and among Forge Global Holdings, Inc. (the “Company”), The Charles Schwab Corporation (“Schwab”) and Ember-Falcon Merger Sub, Inc., certain employees of the Company (including Kelly Rodriques, the Company’s Chief Executive Officer, and James Nevin, the Company’s Chief Financial Officer) may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Tax Provisions”). To mitigate the potential impact of the Tax Provisions on the Company and Messrs. Rodriques and Nevin, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) and the Board of Directors of the Company (the “Board”), on December 22, 2025 and December 23, 2025, respectively, as contemplated by the terms of the Merger Agreement, approved the payment or settlement in December 2025 of certain earned incentive amounts that would otherwise have been payable in the ordinary course in the 2026 fiscal year.

For Mr. Rodriques, the Board approved acceleration of the vesting and settlement into December 2025 of performance-based restricted stock units awarded in 2025 and eligible to vest in the first quarter of the 2026 fiscal year based on achievement of certain stock price goals for the 2025 fiscal year as compared against the Russell 2000 Index, (the “Rodriques TSR RSUs”). The Rodriques TSR RSUs were earned based on actual performance (200% of the target award), resulting in the vesting and settlement of 36,800 Rodriques TSR RSUs.

For Mr. Nevin, the Compensation Committee approved (1) payment in December 2025 of $340,000, representing a portion of the annual cash bonus in respect of the 2025 fiscal year that would otherwise have been payable in the first quarter of the 2026 fiscal year, (2) acceleration of the vesting and settlement into December 2025 of 11,926 restricted stock units awarded in 2025 and eligible to vest in the ordinary course over the 2026 fiscal year, and (3) acceleration of the vesting and settlement into December 2025 of the performance-based restricted stock units awarded in 2025 and eligible to vest in the first quarter of the 2026 fiscal year based on achievement of certain stock price goals for the 2025 fiscal year as compared against the Russell 2000 (the “Nevin TSR RSUs”). The Nevin TSR RSUs were earned based on actual performance (100% of the target award), resulting in the vesting and settlement of 5,333 Nevin TSR RSUs.

In approving the accelerated vesting of equity awards, the Compensation Committee considered, among other things, the projected value of the compensation-related corporate income tax deductions that otherwise might be lost as a result of the effect of Section 280G and the benefits to the Company of reducing the potential tax burden on the impacted executives.

In connection with the accelerated vesting and payments described above, on December 23, 2025, the Company and each of Messrs. Rodriques and Nevin executed a 280G Mitigation Acknowledgement (a “280G Acknowledgement”) providing that the executive will repay to the Company the after-tax portion of the accelerated amounts described above if (1) the executive’s employment with the Company and its subsidiaries terminates prior to the date on which the applicable portion of such amounts would have vested and been paid to the executive and such termination of employment would have otherwise resulted in the forfeiture of such amount or (2) the Company determines that the amount of the accelerated payment was greater than it should have been on the basis of actual performance results.

The description of the 280G Acknowledgement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Section 280G Mitigation Acknowledgement, a copy of which is filed as Exhibit 10.1 herewith and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
10.1			Form of Section 280G Mitigation Acknowledgement
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Forge Global Holdings, Inc.
December 29, 2025						/s/ Kelly Rodriques
			Name:			Kelly Rodriques
			Title:			Chief Executive Officer

FAQ

What did Forge Global (FRGE) disclose about executive compensation related to the Schwab merger?

Forge Global disclosed that, in connection with its planned merger with The Charles Schwab Corporation, its board and compensation committee approved paying or settling certain 2025 incentive awards early for the Chief Executive Officer and Chief Financial Officer to address potential tax treatment as “excess parachute payments” under Sections 280G and 4999.

How many performance-based RSUs did Forge Global CEO Kelly Rodriques receive?

CEO Kelly Rodriques had 2025 performance-based restricted stock units tied to stock performance versus the Russell 2000 earned at 200% of target, leading to the vesting and settlement of 36,800 RSUs in December 2025.

What accelerated payments and equity did Forge Global CFO James Nevin receive?

CFO James Nevin received an accelerated cash bonus payment of $340,000, early vesting of 11,926 time-based RSUs granted in 2025, and accelerated vesting and settlement in December 2025 of 5,333 performance-based RSUs that were earned at 100% of target.

Why did Forge Global accelerate these executive awards under Section 280G?

The compensation committee considered the projected value of corporate income tax deductions that might otherwise be lost due to Section 280G and the benefits of reducing the potential tax burden on the affected executives, and therefore approved accelerating certain earned compensation into December 2025.

What is the 280G Mitigation Acknowledgement signed by Forge Global executives?

The 280G Mitigation Acknowledgement is an agreement under which each of Messrs. Rodriques and Nevin will repay the after-tax portion of the accelerated amounts if they leave before the dates those awards would have normally vested and been paid or if the company later determines the accelerated payment exceeded what actual performance results support.

Where can investors find the full terms of Forge Global’s 280G mitigation arrangement?

The full terms are contained in the Form of Section 280G Mitigation Acknowledgement, which is filed as Exhibit 10.1 and incorporated by reference.