Forge Global (FRGE) director’s shares cashed out, RSUs converted in Schwab merger

Rhea-AI Filing Summary

Forge Global Holdings director Brian Thomas McDonald reported dispositions tied to the closing of the company’s merger with The Charles Schwab Corporation. On March 2, 2026, his Forge common shares were cancelled and converted into the right to receive $45.00 in cash per share.

At the same effective time, his restricted stock units in Forge were assumed and converted into restricted stock unit awards of Charles Schwab. Each Forge RSU became a Schwab RSU for a number of Schwab common shares determined by multiplying the underlying Forge shares by the quotient of the $45.00 merger consideration divided by $94.7880, the specified average Schwab share price.

Insights

M&A and equity compensation analyst

Filing confirms Forge’s cash sale to Schwab and conversion of equity awards.

This Form 4 shows a director’s equity positions being settled in connection with Forge Global’s merger into a Charles Schwab subsidiary. Common shares were cancelled for a cash payment of $45.00 per share, so former shareholders now hold a cash right instead of Forge stock.

Equity incentives were preserved via conversion into Schwab restricted stock units, using an exchange ratio based on the $45.00 merger price and a $94.7880 Schwab share-price average. Future value for this director now depends on Schwab share performance rather than Forge, as the company operates as a wholly owned Schwab subsidiary after March 2, 2026.

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^*

McDonald Brian Thomas

(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)		16,782(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)			13,500	(3)	(3)	Common Stock, $0.0001 par value per share	13,500	(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 transaction did Brian Thomas McDonald report for Forge Global (FRGE)?

Brian Thomas McDonald reported disposing of Forge equity in connection with its merger into a Charles Schwab subsidiary. His Forge common shares were cancelled for cash, and his restricted stock units were converted into Charles Schwab restricted stock unit awards at a defined exchange ratio.

What cash consideration did Forge Global (FRGE) shareholders receive 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, without interest. This fixed cash amount, called the merger consideration, replaced shareholders’ prior ownership stake in Forge Global after the merger closed.

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

Each outstanding Forge Global restricted stock unit became a Charles Schwab restricted stock unit award. The new award covers Schwab shares equal to the underlying Forge RSU shares multiplied by the merger consideration of $45.00 divided by $94.7880, the specified average Schwab share price.

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

Forge Global merged with Ember-Falcon Merger Sub, a wholly owned subsidiary of The Charles Schwab Corporation. After the effective time on March 2, 2026, Forge Global survived as a wholly owned subsidiary of Schwab, with its prior public common shares cancelled for cash consideration.

Does this Form 4 show an open-market sale of Forge Global (FRGE) shares?

No, the disposition was to the issuer in connection with a merger, not an open-market sale. Forge Global shares were automatically cancelled and exchanged for a $45.00-per-share cash right as part of the agreed merger terms with The Charles Schwab Corporation.

What is the significance of the $94.7880 figure in the Forge Global (FRGE) filing?

The $94.7880 figure is the average of specified closing prices of Charles Schwab common stock used to calculate the equity award exchange ratio. It is the denominator when converting each Forge restricted stock unit into a Schwab restricted stock unit based on the $45.00 merger consideration.