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.

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^*

LEIBOWITZ LAWRENCE E

(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)		27,588(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)			5,668	(3)	(3)	Common Stock, $0.0001 par value per share	5,668	(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
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FAQ

What insider transaction did FRGE director Lawrence E. Leibowitz report?

Lawrence E. Leibowitz reported dispositions related to Forge’s merger with Schwab. He disposed of 27,588 Forge common shares for $45.00 per share in cash and 5,668 restricted stock units that were converted into restricted stock units of The Charles Schwab Corporation.

What was the cash consideration per share in the Forge Global (FRGE) merger?

Each Forge Global common share was converted into the right to receive $45.00 in cash. This amount, called the Merger Consideration, was paid without interest when Forge became a wholly owned subsidiary of The Charles Schwab Corporation at the March 2, 2026 merger effective time.

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

Each outstanding Forge Global restricted stock unit was converted into a Schwab restricted stock unit. The number of Schwab shares per unit equals the Forge RSUs multiplied by $45.00, then divided by $94.7880, which is the specified five-day average Schwab share price before closing.

How many Forge Global (FRGE) shares did Lawrence E. Leibowitz hold after the merger?

After the merger-related dispositions, the Form 4 reports that Lawrence E. Leibowitz directly held zero Forge Global common shares and zero restricted stock units. This reflects the cancellation of Forge equity and the cash or Schwab equity treatment defined in the merger agreement at the effective time.

Who acquired Forge Global (FRGE) in the reported merger transactions?

Forge Global was acquired through a merger with Ember-Falcon Merger Sub, Inc., a wholly owned subsidiary of The Charles Schwab Corporation. After the March 2, 2026 effective time, Forge Global survived the merger as a wholly owned subsidiary of Schwab, and its shares were cancelled for cash consideration.