Schwab deal cancels Forge (FRGE) CFO stock and converts awards

Rhea-AI Filing Summary

Forge Global Holdings, Inc. Chief Financial Officer Nevin James reported equity award changes tied to the company’s merger with The Charles Schwab Corporation. In connection with the merger’s closing, 20,647 shares of Forge common stock held directly by him were cancelled and converted into the right to receive $45.00 per share in cash. In the same merger-related cleanup, 75,222 performance stock units and 6,740 restricted stock units were disposed of to the issuer or converted into Schwab awards under the merger terms. A few days earlier, on February 27, 2026, he acquired 26,665 performance-based restricted stock units after the compensation committee certified maximum performance for 2025 stock price goals.

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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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^*

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)
02/27/2026

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)		20,647(1)	D	$45(1)(2)	0	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
Performance Stock Units	(3)	02/27/2026		A(3)		26,665		(3)	(3)	Common Stock, $0.0001 par value per share	26,665	(3)	75,222	D
Performance Stock Units	(4)	03/02/2026		D(1)			75,222	(4)	(4)	Common Stock, $0.0001 par value per share	75,222	(4)	0	D
Restricted Stock Units	(5)	03/02/2026		D(1)			6,740	(5)	(5)	Common Stock, $0.0001 par value per share	6,740	(5)	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. Represents the acquisition of shares upon the certification of the Compensation Committee (the "Committee") of the Board that the performance conditions were met with respect to the portion of the total shareholder return performance-based restricted stock units ("TSR RSUs") based on achievement of certain stock price goals for the 2025 fiscal year, which was granted to the Reporting Person on July 18, 2025 under the forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan and Forge Global Holdings, Inc. 2025 Inducement Plan (the "Plans"). The TSR RSUs were earned based on actual performance (200% of the target award).

4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance-based restricted stock unit (each, a "Company PSU") that was unvested as of immediately prior to the Effective Time was assumed and converted into a Parent RSU covering a number of shares of Parent Common Stock equal to the product of (i) the number of shares of Common Stock then subject to such Company PSU immediately prior to the Effective Time (for those award earned based on a relative total shareholder return metric through December 31, 2027, based on a performance factor of (200%) and for other Company PSUs, based on achievement of applicable metrics at target performance (100%)), multiplied by (ii) the Equity Award Exchange Ratio.

5. 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
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FAQ

What insider transactions did Forge Global (FRGE) CFO Nevin James report?

Nevin James reported merger-related equity changes, including cancellation of 20,647 Forge common shares for $45.00 per share and dispositions of performance and restricted stock units, plus an earlier grant of 26,665 performance-based units after 2025 total shareholder return performance was certified at 200% of target.

How many Forge Global (FRGE) shares were cancelled at the Schwab merger price?

James reported 20,647 Forge common shares cancelled and converted into the right to receive $45.00 cash per share under the Schwab merger terms. This reflects automatic treatment for issued and outstanding shares at the effective time, rather than an open-market sale or discretionary trading decision.

What happened to Forge Global (FRGE) performance stock units held by the CFO?

He disposed of 75,222 performance stock units at the merger closing and earlier acquired 26,665 units on certification of 2025 stock-price performance at 200% of target. The merger agreement provides that unvested performance units were assumed and converted into restricted stock units denominated in Charles Schwab common stock.

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

Each Forge restricted stock unit was converted into a Charles Schwab restricted stock unit. The new awards cover a number of Schwab shares equal to Forge units multiplied by an equity award exchange ratio, based on the $45.00 merger consideration and Schwab’s average pre-closing share price, as specified in the agreement.

Was the Forge Global (FRGE) CFO’s Form 4 a market sale of stock?

No, the Form 4 describes dispositions to the issuer and automatic cancellation or conversion under the merger agreement at $45.00 per share, not open-market sales. These changes stem from the closing of the Schwab transaction and related equity award treatment, rather than discretionary trading activity by the executive.

What is the merger consideration for Forge Global (FRGE) shareholders in the Schwab deal?

Each issued and outstanding Forge common share, other than specified excluded shares, was automatically cancelled and converted into the right to receive $45.00 in cash, without interest. This fixed cash amount per share defines the merger consideration paid to common shareholders at the effective time of the transaction.