STOCK TITAN

Forge Global (FRGE) director equity cashed out in Schwab merger

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Forge Global Holdings director Debra J. Chrapaty reported dispositions tied to the company’s merger with The Charles Schwab Corporation. On the March 2, 2026 merger effective time, 32,450 shares of Forge Global common stock were cancelled and converted into the right to receive $45.00 in cash per share.

The filing also shows 2,833 restricted stock units were disposed of in connection with the deal. Under the merger terms, each outstanding Forge Global RSU was converted into a Schwab restricted stock unit based on an exchange ratio using the $45.00 merger consideration and a $94.7880 average Schwab share price.

Positive

  • None.

Negative

  • None.
Insider Chrapaty Debra J.
Role Director
Type Security Shares Price Value
Disposition Restricted Stock Units 2,833 $0.00 --
Disposition Common Stock, $0.0001 par value per share 32,450 $45.00 $1.46M
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, $0.0001 par value per share — 0 shares (Direct)
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").
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*
Chrapaty Debra J.

(Last) (First) (Middle)
4 EMBARCADERO
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) 32,450(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
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 did Forge Global (FRGE) director Debra J. Chrapaty report in this Form 4?

Debra J. Chrapaty reported dispositions of Forge Global equity in connection with the merger into The Charles Schwab Corporation. Her common shares were cancelled for cash at $45.00 per share, and restricted stock units were converted into Schwab restricted stock units under the merger exchange terms.

At what price were Forge Global (FRGE) shares cashed out in the Schwab merger?

Each issued and outstanding Forge Global common share was cancelled and converted into the right to receive $45.00 in cash per share. This cash payment, described as the Merger Consideration, was paid without interest at the merger’s effective time on March 2, 2026.

How many Forge Global (FRGE) common shares did Debra J. Chrapaty dispose of?

Debra J. Chrapaty disposed of 32,450 shares of Forge Global common stock in a transaction labeled as a disposition to the issuer. These shares were cancelled at the merger effective time and converted into the right to receive cash of $45.00 per share under the merger terms.

What happened to Debra J. Chrapaty’s Forge Global (FRGE) restricted stock units?

Chrapaty’s 2,833 Forge Global restricted stock units were disposed of in connection with the merger. Each company RSU was assumed and converted into a Schwab restricted stock unit covering Schwab common stock, using the merger consideration and a $94.7880 average Schwab share price to determine the exchange ratio.

How was the exchange ratio for Forge Global (FRGE) RSUs into Schwab RSUs calculated?

The exchange ratio multiplied the number of Forge Global shares subject to each RSU by the quotient of the $45.00 merger consideration divided by $94.7880. The $94.7880 figure represents the five-day average closing price of Schwab common stock before the merger closing date.

What structural change occurred to Forge Global (FRGE) in this transaction?

Ember-Falcon Merger Sub, a wholly owned subsidiary of The Charles Schwab Corporation, merged with and into Forge Global. After this merger, Forge Global survived as a wholly owned subsidiary of Schwab, reflecting a full acquisition structure under the November 5, 2025 merger agreement.