[Form 4] Forge Global Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 18 Jul 2025 Forge Global Holdings (FRGE) granted CEO & director Kelly Rodriques 36,800 performance-based restricted stock units (PSUs) at no cost under the 2022 Plan. Post-grant, Rodriques directly owns 586,388 common shares and indirectly holds 4,718 shares via a Roth IRA.

The PSUs vest 100% on 28 Mar 2026 if employment continues and convert only if the stock averages ≥ $30 for any 20-day period or the company is sold at ≥ $30 per share by 31 Dec 2026. No shares were sold. While the award adds minor potential dilution (<0.1% of basic shares), it materially tightens management’s incentives to drive substantial share-price appreciation far above current levels.

Positive

• Performance-conditioned grant aligns CEO compensation with a ≥ $30 share-price target, benefiting shareholders if achieved.
• No insider selling—only an award—signals retention and potential long-term commitment.

Negative

• Additional share issuance of 36,800 PSUs introduces minor dilution once vested and settled.
• The $30 hurdle may prove difficult, potentially rendering the incentive ineffectual.

Insights

Securities Analyst

TL;DR: CEO receives 36.8k PSUs; no sales; limited dilution; neutral to near-term valuation.

The award represents roughly 0.07% of FRGE’s outstanding shares, so dilution risk is immaterial. Because vesting requires both continued service and a ≥ $30 price (several-fold above recent trading), the grant is unlikely to hit the float soon. Lack of open-market buying or selling signals neither bullish nor bearish insider sentiment. Overall impact on equity value, liquidity, or earnings is negligible, but the aggressive hurdle could motivate long-term performance.

Corporate Governance Expert

TL;DR: Performance-conditioned equity aligns CEO incentives; governance posture appears shareholder-friendly.

PSUs link compensation to outsized value creation, mitigating pay-for-performance criticism. Vesting contingent on both time and ambitious price or sale threshold satisfies best-practice alignment. The absence of discretionary cash components limits immediate cost. From a governance standpoint the filing is positive, yet without immediate financial consequence, overall market impact stays neutral.

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).

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)
07/18/2025

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	07/18/2025		A		36,800(1)	A	$0	586,388	D
Common Stock, $0.0001 par value per share								4,718	I	By Forge Trust Co CFBO Kelly Rodriques Roth IRA

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 restricted stock units granted under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "Plan"). Each unit represents a right to receive one share of the Issuer's common stock. Subject to the Reporting Person's continued Service Relationship (as defined in the Plan) through each applicable vesting date, 100% of the PSUs shall satisfy the Time Condition on March 28, 2026, provided that the Grantee continues to have a Service Relationship with the Company at such time. Subject to the Time Condition described above, the PSUs shall satisfy the Performance Vesting only if one of the following events occurs on or before December 31, 2026: (i) the average closing price of the Company's common stock for any given 20 consecutive trading day period starting from March 28, 2025 is equal to or higher than $30; or (ii) a Sale Event occurs in which the Sale Price is at least $30.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	07/22/2025
	** 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

How many Forge Global (FRGE) shares did the CEO acquire?

Kelly Rodriques received 36,800 performance-based restricted stock units on 18 Jul 2025.

What is the CEO’s total ownership after the Form 4 filing?

He now directly owns 586,388 common shares and indirectly controls 4,718 shares via a Roth IRA.

What conditions must be met for the PSUs to vest?

Full vesting requires continued service through 28 Mar 2026 and FRGE trading ≥ $30 for 20 consecutive days or a sale at ≥ $30/share by 31 Dec 2026.

Will this insider transaction dilute existing shareholders?

Potential dilution is minimal (<0.1% of basic shares) and occurs only if the ambitious performance criteria are achieved.

Did the CEO sell any FRGE stock in this filing?

No. The Form 4 reports only an equity grant; there were no sales or disposals.