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.
Positive
- None.
Negative
- None.
Insights
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.
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 | 57,837 | $45.00 | $2.60M |
| Disposition | Common Stock, $0.0001 par value per share | 13,359 | $45.00 | $601K |
| Disposition | Common Stock, $0.0001 par value per share | 16,967 | $45.00 | $764K |
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").
