[Form 4] Forge Global Holdings, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Forge Global Holdings, Inc. Chief Executive Officer Kelly Rodriques reported dispositions of equity interests in connection with the closing of the company’s merger with The Charles Schwab Corporation. At the merger’s effective time, each share of Forge common stock was cancelled and converted into the right to receive $45.00 in cash per share, and Rodriques disposed of 355,736 directly held shares and 4,718 shares held indirectly through a Roth IRA at that cash amount. Unvested performance stock units and restricted stock units covering Forge common stock were not cashed out; instead, they were assumed by Schwab and converted into restricted stock units covering Schwab common stock based on a defined equity award exchange ratio.
Positive
- None.
Negative
- None.
Insights
CEO’s Forge equity is cashed out or converted as Schwab merger closes.
The CEO of Forge Global reports dispositions tied to the completion of its merger with The Charles Schwab Corporation. Common shares were cancelled and converted into the right to receive $45.00 per share in cash, reflecting the agreed merger consideration.
Unvested performance and restricted stock units did not disappear; they were converted into Schwab restricted stock units using an equity award exchange ratio based on the merger terms and Schwab’s average share price. This preserves value in equity form and aligns future incentives with Schwab.
For investors, these disclosures confirm the economic treatment of Forge’s equity at the March 2, 2026 merger closing, including cash-out of common stock and rollover of unvested awards into Schwab equity under specified conversion mechanics.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Stock Units | 140,004 | $0.00 | -- |
| Disposition | Restricted Stock Units | 13,295 | $0.00 | -- |
| Disposition | Common Stock, $0.0001 par value per share | 355,736 | $45.00 | $16.01M |
| Disposition | Common Stock, $0.0001 par value per share | 4,718 | $45.00 | $212K |
Footnotes (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 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 (based on achievement of applicable metrics at target performance (100%)), multiplied by (ii) the Equity Award Exchange Ratio. 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").
