FRGE Insider: CEO's 3,056 Shares Withheld to Cover RSU Taxes

Rhea-AI Filing Summary

Rodriques Kelly, who is listed as a Director and Chief Executive Officer of Forge Global Holdings, Inc. (FRGE), reported a routine equity withholding tied to restricted stock units. The filing shows 3,056 common shares were withheld by the issuer to satisfy tax withholding in connection with the net settlement of RSUs.

After the transaction, the report lists 583,332 shares beneficially owned directly. The entry is described by the filer as a tax withholding on net-settled RSUs and shows a price of $0, indicating no open-market sale or purchase was executed in this line item.

Insights

Financial Analyst

TL;DR Routine withholding of 3,056 RSU shares to cover taxes; negligible impact on CEO ownership and company fundamentals.

The Form 4 entry records an issuer withholding of 3,056 common shares tied to net settlement of restricted stock units, with a reported post-transaction direct beneficial ownership of 583,332 shares. The line shows a price of $0, consistent with tax withholding rather than an open-market sale. The withholding represents roughly 0.5% of the reported post-transaction holdings and does not, on its face, indicate a change in investment intent or material liquidity event for the issuer.

Corporate Governance Expert

TL;DR Disclosure documents a standard executive compensation tax withholding; no governance red flags apparent from this entry alone.

The reporting person is identified as both a Director and the Chief Executive Officer. The explanatory note explicitly states the shares were withheld to satisfy tax withholding and remittance obligations related to RSU net settlement. The signature on the form was provided by an Attorney-in-Fact, which is a common administrative practice. There is no disclosure here of sales, pledges, or transfers beyond the withholding, so this item is routine from a governance perspective.

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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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^*

Rodriques Kelly

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		F		3,056(1)	D	$0	583,332	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. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	08/13/2025
	** 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 transaction did Forge Global (FRGE) insider Rodriques Kelly report?

The filing reports 3,056 common shares were withheld by the issuer to satisfy tax withholding related to the net settlement of restricted stock units.

What is Rodriques Kelly's role at Forge Global (FRGE)?

The form lists the reporting person as a Director and Chief Executive Officer of Forge Global Holdings, Inc.

How many shares does the reporting person own after the transaction?

The report lists 583,332 shares beneficially owned directly following the reported transaction.

Why were 3,056 shares withheld in the Form 4 filing?

The explanatory note states the shares were withheld to satisfy tax withholding and remittance obligations in connection with the net settlement of RSUs.

Did the Form 4 show a sale or purchase of shares?

No open-market sale or purchase is shown for this line item; the transaction shows a price of $0, consistent with issuer tax withholding rather than a market trade.