Forge Global (FRGE) director reports $45-per-share merger payout

Rhea-AI Filing Summary

Forge Global Holdings director Asiff S. Hirji reported dispositions of company equity tied to the closing of its merger with The Charles Schwab Corporation. On March 2, 2026, each Forge Global common share was cancelled and converted into the right to receive $45.00 in cash per share.

The filing shows issuer dispositions of restricted stock units and common stock held directly and through Hirji-related entities, including Hirji-Wigglesworth Partners, LP and the Hirjii-Wigglesworth 2021 Grantor Retained Annuity Trust. Outstanding Forge restricted stock units were converted into Schwab restricted stock units using an exchange ratio based on the $45.00 merger consideration and a $94.7880 average Schwab share price.

Insights

Equity compensation and M&A specialist

Director’s Forge equity is mechanically cashed out or converted in the Schwab merger.

The transactions reflect non-market dispositions triggered by Forge Global’s merger into a Charles Schwab subsidiary. Each Forge common share was cancelled at the effective time and converted into a right to receive $45.00 in cash, so the director’s holdings were effectively cashed out.

In addition, Forge restricted stock units did not disappear; they were converted into Schwab restricted stock units. The number of Schwab units is determined by multiplying the Forge units by the ratio of the $45.00 merger consideration to a $94.7880 average Schwab share price. These are structural changes to equity positions rather than open-market buying or selling.

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^*

HIRJI ASIFF S

(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)		57,837(1)	D	$45(1)(2)	0	D
Common Stock, $0.0001 par value per share	03/02/2026		D(1)		13,359(1)	D	$45(1)(2)	0	I	By Hirji-Wigglesworth Partners, LP
Common Stock, $0.0001 par value per share	03/02/2026		D(1)		16,967(1)	D	$45(1)(2)	0	I	By Hirjii-Wigglesworth 2021 Grantor Retained Annuity Trust

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
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FAQ

What did Forge Global (FRGE) director Asiff S. Hirji report in this Form 4?

The Form 4 reports that Asiff S. Hirji disposed of Forge Global common stock and restricted stock units in connection with the company’s merger into a Charles Schwab subsidiary, with each Forge share converted into the right to receive $45.00 in cash.

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 $45.00 in cash per share, without interest, as merger consideration when the merger with The Charles Schwab Corporation became effective on March 2, 2026.

How were Forge Global (FRGE) restricted stock units treated in the merger?

Each outstanding Forge Global restricted stock unit was converted into a Schwab restricted stock unit. The new award covers shares of Schwab common stock equal to the Forge units multiplied by ($45.00 ÷ $94.7880), using Schwab’s specified average share price.

Were indirect holdings of Forge Global (FRGE) shares included in this Form 4?

Yes. The filing includes dispositions of Forge Global common stock held indirectly through Hirji-Wigglesworth Partners, LP and the Hirjii-Wigglesworth 2021 Grantor Retained Annuity Trust, along with shares and restricted stock units held directly by Asiff S. Hirji.

Was this Form 4 for open-market sales of Forge Global (FRGE) stock?

No. The Form 4 describes issuer dispositions tied to the closing of a merger under a Merger Agreement. Shares were cancelled and converted into cash and replacement Schwab equity awards, rather than being sold in open-market transactions on an exchange.

What agreement governed the Forge Global (FRGE) transactions reported here?

The transactions were carried out under an Agreement and Plan of Merger dated November 5, 2025 among Forge Global, The Charles Schwab Corporation, and Ember-Falcon Merger Sub, Inc., which merged into Forge on March 2, 2026, making Forge a Schwab subsidiary.