Forge Global (FRGE) director converts equity as $45-per-share Schwab merger closes

Rhea-AI Filing Summary

Forge Global Holdings director Ashwin Kumar reported dispositions tied to the company’s merger with The Charles Schwab Corporation. On March 2, 2026, his Forge common shares were cancelled and converted into the right to receive cash of $45.00 per share under the agreed merger consideration.

His restricted stock units in Forge were not cashed out but were converted into Schwab restricted stock units. The number of Schwab units is based on the merger consideration of $45.00 divided by $94.7880, which is the specified average Schwab share price, applied to the Forge RSUs outstanding at the merger’s effective time.

Insights

Equity compensation and M&A specialist

Director’s Forge equity is cashed out or rolled into Schwab awards via the merger.

The transactions show Ashwin Kumar, a director of Forge Global Holdings, disposing of Forge common shares and related equity awards as part of the closing of the merger with The Charles Schwab Corporation. Each Forge share is converted into a right to receive $45.00 in cash at the effective time.

Forge restricted stock units are not simply cancelled; they are converted into Schwab restricted stock units using an exchange ratio that applies the $45.00 merger consideration and a reference price of $94.7880 for Schwab common stock. This indicates continuity of equity incentives at the parent company level rather than an outright loss of award value.

These mechanics are typical for change‑of‑control deals, where equity holders receive cash for common stock and employees or directors with awards receive replacement awards in the acquiring company. The impact on Kumar’s overall exposure shifts from Forge equity to cash and Schwab equity, consistent with the merger structure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kumar Ashwin

(Last) (First) (Middle)

4 EMBARCADERO CENTER, FLOOR 15

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forge Global Holdings, Inc. [ FRGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	03/02/2026		D(1)		25,590(1)	D	$45(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	03/02/2026		D(1)			2,833	(3)	(3)	Common Stock, $0.0001 par value per share	2,833	(3)	0	D

Explanation of Responses:

1. Reflects the disposition of shares of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer, or of equity awards in respect of such Common Stock, as applicable, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 5, 2025 (the "Merger Agreement"), by and among the Issuer, The Charles Schwab Corporation ("Parent") and Ember-Falcon Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which, on March 2, 2026, the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").

2. Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Common Stock (other than certain excluded shares described in the Merger Agreement) was cancelled and converted automatically into the right to receive cash (without interest) in an amount equal to $45.00 per share of Common Stock (the "Merger Consideration").

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit (each, a "Company RSU") was assumed and converted into a restricted stock unit award of Parent, ("Parent RSU") covering a number of shares of common stock of Parent par value $0.01 per share ("Parent Common Stock") equal to the product of (i) the number of shares of Common Stock then subject to such Company RSU immediately prior to the Effective Time, multiplied by (ii) the quotient of the Merger Consideration, divided by $94.7880, which is the average, rounded to the nearest one ten-thousandth, of the closing-sale prices of shares of Parent Common Stock on the New York Stock Exchange as reported by The Wall Street Journal for the five full trading days ending on (and including) the trading day preceding the Closing Date (the "Equity Award Exchange Ratio").

Remarks:

	/s/ James Nevin, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did the Forge Global (FRGE) Form 4 report for director Ashwin Kumar?

The Form 4 reports that Ashwin Kumar disposed of Forge Global common stock and related equity awards in connection with the merger into The Charles Schwab Corporation. His Forge shares were cancelled and converted into cash rights, and his restricted stock units were converted into Schwab restricted stock units.

At what price were Forge Global (FRGE) shares converted in the Schwab merger?

Each issued and outstanding Forge Global common share was cancelled and converted into the right to receive cash of $45.00 per share. This fixed cash amount per share is the merger consideration specified in the merger agreement with The Charles Schwab Corporation, payable without interest at the effective time.

How were Ashwin Kumar’s Forge Global restricted stock units treated in the merger?

Each outstanding Forge Global restricted stock unit was assumed and converted into a restricted stock unit of The Charles Schwab Corporation. The number of Schwab RSUs is calculated by multiplying the Forge units by the ratio of the $45.00 merger consideration to a $94.7880 reference price for Schwab common stock.

What does the Form 4 say about Forge Global becoming a subsidiary of Charles Schwab?

The filing explains that Ember-Falcon Merger Sub, a wholly owned subsidiary of The Charles Schwab Corporation, merged with and into Forge Global. After this transaction, Forge Global survived as a wholly owned subsidiary of The Charles Schwab Corporation, completing the change of control described in the merger agreement.

Were Ashwin Kumar’s Forge Global share disposals open-market sales?

No. The Form 4 describes the transactions as dispositions to the issuer in connection with the consummation of the merger. His Forge shares were cancelled and converted into the right to receive $45.00 per share in cash under the merger terms, rather than sold in open-market trades.

What is the equity award exchange ratio mentioned in the Forge Global Form 4?

The equity award exchange ratio is the merger consideration of $45.00 divided by $94.7880, the specified average closing price for Schwab common stock. This ratio is multiplied by the number of Forge restricted stock units to determine how many Schwab restricted stock units replace each Forge award at the merger’s effective time.