Charles Schwab buys Forge Global (FRGE) for $45 cash per share

Rhea-AI Filing Summary

Forge Global Holdings, Inc. director Kimberley H. Vogel reported dispositions of company stock tied to the closing of the company’s merger with The Charles Schwab Corporation. These were issuer-related transactions at the merger effective time, not open-market sales.

Each Forge Global common share was cancelled and converted into the right to receive $45.00 in cash. Outstanding restricted stock units were assumed and converted into Schwab restricted stock units based on an exchange ratio using the $45.00 merger consideration and a $94.7880 average Schwab share price.

Insights

Equity analyst

Forge Global shares were cashed out at $45 and RSUs rolled into Schwab stock.

The transactions show Forge Global becoming a wholly owned subsidiary of The Charles Schwab Corporation. At the merger’s effective time, each Forge Global common share converted into the right to receive $45.00 in cash, eliminating the public equity stake.

Equity awards were not simply cancelled. Each outstanding Forge Global RSU converted into a Schwab RSU using an exchange ratio equal to the merger consideration divided by $94.7880, the specified Schwab stock price average. This preserves upside in Schwab shares for award holders on terms defined in the merger agreement.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Vogel Kimberley H

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	2,833	$0.00	--
Disposition	Common Stock, $0.0001 par value per share	24,288	$45.00	$1.09M
Disposition	Common Stock, $0.0001 par value per share	5,521	$45.00	$248K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, $0.0001 par value per share — 0 shares (Direct); Common Stock, $0.0001 par value per share — 0 shares (Indirect, Kim Vogel, Inc. Defined Benefit Plan)

Footnotes (1)

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").

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Vogel Kimberley H

(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)		24,288(1)	D	$45(1)(2)	0	D
Common Stock, $0.0001 par value per share	03/02/2026		D(1)		5,521(1)	D	$45(1)(2)	0	I	Kim Vogel, Inc. Defined Benefit Plan

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
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 insider transactions did Forge Global (FRGE) report in this Form 4?

The Form 4 reports that director Kimberley H. Vogel disposed of Forge Global common stock and restricted stock units to the issuer at the merger’s effective time, reflecting automatic conversion under the merger agreement rather than discretionary market sales.

What did Forge Global (FRGE) shareholders receive in the Charles Schwab merger?

Each issued and outstanding Forge Global common share was cancelled and converted into the right to receive cash of $45.00 per share, without interest. This fixed cash amount, defined as the Merger Consideration, replaced shareholders’ prior equity interest in the company.

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

Each outstanding Forge Global restricted stock unit was converted into a Charles Schwab RSU. The new award covers Schwab shares equal to the Forge RSU share count multiplied by an exchange ratio based on $45.00 divided by a $94.7880 Schwab stock price average.

Did Kimberley H. Vogel sell Forge Global (FRGE) shares on the open market?

No. The reported transactions are coded as dispositions to the issuer in connection with the merger closing. Shares and equity awards were cancelled or converted automatically under the merger agreement terms, rather than sold through open-market trading.

What corporate change for Forge Global (FRGE) is reflected in this Form 4?

The filing reflects the consummation of a merger where Ember-Falcon Merger Sub, Inc. merged into Forge Global, making Forge Global a wholly owned subsidiary of The Charles Schwab Corporation and converting its public common stock into cash rights.

How was the RSU exchange ratio in the Forge Global (FRGE) merger calculated?

The exchange ratio equals the $45.00 Merger Consideration divided by $94.7880, the average of Schwab’s closing prices over five trading days. Each Forge RSU’s share count is multiplied by this ratio to determine the number of Schwab shares covered.