Forge Global (FRGE) director reports $45-per-share cash-out in Schwab deal
Rhea-AI Filing Summary
Forge Global Holdings director Lawrence E. Leibowitz reported equity dispositions tied to the closing of the company’s merger with The Charles Schwab Corporation. On March 2, 2026, each issued and outstanding Forge common share was cancelled and converted into the right to receive $45.00 per share in cash.
In this filing, Leibowitz reports a disposition to the issuer of 27,588 shares of common stock at $45.00 per share, reflecting the cash-out under the merger terms. He also reports a disposition of 5,668 restricted stock units, which were converted into Schwab restricted stock units based on an exchange ratio using the $45.00 merger consideration divided by $94.7880, the specified Schwab average trading price.
Following these transactions, the Form 4 shows zero Forge shares and RSUs held directly by Leibowitz, consistent with Forge becoming a wholly owned subsidiary of Schwab after the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 5,668 | $0.00 | -- |
| Disposition | Common Stock, $0.0001 par value per share | 27,588 | $45.00 | $1.24M |
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 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").
