Forge Global (FRGE) CFO details tax share withholding tied to Schwab merger

Rhea-AI Filing Summary

Forge Global Holdings, Inc. Chief Financial Officer reported a tax-related share withholding tied to equity awards on 12/29/2025. A total of 5,762 shares of common stock were withheld by the company at a reported price of $0 to cover tax obligations from the net settlement of restricted stock units, leaving the officer with 23,695 shares held directly. The filing notes this withholding is connected to a merger agreement with The Charles Schwab Corporation, under which certain equity awards were partially accelerated to address potential tax issues under Sections 280G and 4999 of the Internal Revenue Code, contingent on the officer’s agreement to repay accelerated compensation in certain circumstances.

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^*

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)
12/29/2025

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	12/29/2025		F		5,762(1)(2)	D	$0	23,695	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. In connection with that certain Agreement and Plan of Merger, dated as of November 5, 2025 (the "Merger Agreement"), entered into by and among the Issuer, The Charles Schwab Corporation, a Delaware corporation ("Schwab"), and Ember-Falcon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Schwab, the Board of Directors of the Issuer approved the acceleration of the payment of certain equity awards to mitigate certain adverse tax consequences under Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the anticipated transactions under the Merger Agreement. The tax withholding reported in this Form 4 relates to the partially accelerated settlement of equity awards that was contingent upon the Reporting Person's agreement to repay accelerated compensation amounts under certain conditions.

2. 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	12/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Forge Global (FRGE) disclose in this Form 4?

The Chief Financial Officer reported a tax withholding transaction in which 5,762 shares of Forge Global common stock were withheld by the company on 12/29/2025 to satisfy tax obligations from the net settlement of restricted stock units.

How many Forge Global (FRGE) shares does the reporting person own after this transaction?

Following the reported tax withholding transaction, the Chief Financial Officer beneficially owns 23,695 shares of Forge Global Holdings, Inc. common stock in direct ownership.

What is the relationship of the reporting person to Forge Global (FRGE)?

The reporting person is an officer of Forge Global Holdings, Inc., serving as the company’s Chief Financial Officer, as indicated in the filing.

How is the Charles Schwab merger related to this Forge Global (FRGE) Form 4 filing?

The filing explains that, under an Agreement and Plan of Merger dated November 5, 2025 among Forge Global, The Charles Schwab Corporation, and Ember-Falcon Merger Sub, the board approved accelerated payment of certain equity awards. The reported tax withholding is tied to the partially accelerated settlement of those awards.

Why were Forge Global (FRGE) equity awards accelerated in connection with the Schwab merger?

The board approved acceleration of certain equity awards to help mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the anticipated transactions under the merger agreement.

What conditions apply to the accelerated compensation in this Forge Global (FRGE) transaction?

The filing states that the partially accelerated settlement of equity awards was contingent on the reporting person’s agreement to repay accelerated compensation amounts under certain conditions, creating a potential repayment obligation if those conditions occur.

What does the Form 4 say about the nature of the withheld Forge Global (FRGE) shares?

The Form 4 notes that the 5,762 shares represent shares withheld by the issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units.