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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 2,833 | $0.00 | -- |
| Disposition | Common Stock, $0.0001 par value per share | 25,590 | $45.00 | $1.15M |
Footnotes (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"). 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"). 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").
