Form 4: Nevin James reports acquisition/exercise transactions in FRGE

Rhea-AI Filing Summary

Nevin James reported acquisition or exercise transactions in a Form 4 filing for FRGE. The filing lists transactions totaling 32,088 shares. Following the reported transactions, holdings were 69,337 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nevin James

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.0001 par value per share	32,088	$0.00	--

Holdings After Transaction: Common Stock, $0.0001 par value per share — 69,337 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nevin James

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		32,088(1)	A	$0	69,337	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

Explanation of Responses:

1. These shares represent performance-based restricted stock units ("PSUs") granted under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer's common stock. The Performance Condition shall be satisfied only if a Sale Event in which the Sale Price is at least $45 occurs on or before December 31, 2026. The Time Condition shall be satisfied with respect to 1/36th of the PSUs on the first day of each month following the Vesting Commencement Date, subject to the grantee's continued Service Relationship through such date.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	02/17/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FRGE report for its CFO on this Form 4?

Forge Global Holdings reported an equity award to its CFO. Nevin James acquired 32,088 shares of common stock on February 12, 2026 via a grant at $0 per share, increasing his direct holdings to 69,337 shares after the transaction.

What type of equity award did the FRGE CFO receive?

The CFO received performance-based restricted stock units (PSUs). Each PSU represents the right to receive one share of Forge Global Holdings common stock, subject to both performance and time-based vesting conditions outlined in the company’s 2022 Stock Option and Incentive Plan.

What are the performance conditions for the FRGE CFO’s PSUs?

The PSUs vest only if a specific performance event occurs. The performance condition is satisfied only if a Sale Event happens with a Sale Price of at least $45 on or before December 31, 2026, aligning the award with a defined valuation outcome.

How do the time-based vesting terms work for FRGE’s PSU grant?

The PSUs vest gradually over time. The time condition is satisfied for 1/36 of the PSUs on the first day of each month after the Vesting Commencement Date, provided the CFO maintains a continued service relationship through each monthly vesting date.

How many FRGE shares does the CFO own after this Form 4 transaction?

After the reported grant, the CFO holds 69,337 shares. The Form 4 shows that following the acquisition of 32,088 common shares via the PSU award, Nevin James’ directly owned position in Forge Global Holdings totals 69,337 shares.

Was the FRGE CFO’s February 2026 transaction a market purchase or sale?

The transaction was a grant, not a market trade. The Form 4 lists the code “A,” meaning a grant, award, or other acquisition, at a reported price of $0 per share, rather than an open-market buy or sell transaction.