Forge Global (FRGE) CAO reports equity disposition in Charles Schwab merger

Rhea-AI Filing Summary

Forge Global Holdings Chief Accounting Officer Catherine M. Dondzila reported dispositions tied to the closing of the company’s merger with The Charles Schwab Corporation. She disposed of 23,252 shares of Forge Global common stock and 32,491 restricted stock units in issuer transactions effective at the merger closing.

Under the merger agreement, each Forge Global common share was cancelled and converted into the right to receive $45.00 in cash, without interest. Each outstanding Forge Global restricted stock unit was converted into a Schwab restricted stock unit, based on the $45.00 merger consideration divided by $94.7880, the specified average Schwab share price.

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^*

Dondzila Catherine M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

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)		23,252(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)			32,491	(3)	(3)	Common Stock	32,491	(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 report for Catherine M. Dondzila?

Forge Global reported that Chief Accounting Officer Catherine M. Dondzila disposed of equity in connection with the Charles Schwab merger. Her 23,252 common shares and 32,491 restricted stock units were cancelled or converted under the merger agreement effective at the transaction’s closing.

How many Forge Global (FRGE) shares did the CAO dispose of in the merger?

Catherine M. Dondzila disposed of 23,252 Forge Global common shares through an issuer disposition tied to the Schwab merger. Each cancelled share was automatically converted into the right to receive $45.00 in cash, without interest, under the agreed merger consideration terms.

What happened to Catherine M. Dondzila’s Forge Global RSUs in the Schwab deal?

Her 32,491 Forge Global restricted stock units were converted into restricted stock units of The Charles Schwab Corporation. The number of Schwab RSUs equals the original Forge RSUs multiplied by the merger consideration of $45.00, divided by the $94.7880 average Schwab share price.

What cash consideration did Forge Global (FRGE) stockholders receive in the Schwab merger?

Each issued and outstanding Forge Global common share, other than certain excluded shares, was cancelled and converted into the right to receive $45.00 in cash per share. This amount was paid without interest as the defined merger consideration under the merger agreement.

How was the RSU exchange ratio calculated in the Forge Global–Schwab merger?

Each Forge Global RSU was converted using an equity award exchange ratio. The ratio equals the $45.00 per-share merger consideration divided by $94.7880, the specified average Schwab share price over five trading days before closing, determining the number of Schwab RSUs received.

Did Forge Global become a subsidiary of Charles Schwab after the merger?

Yes. At the effective time of the merger, Ember-Falcon Merger Sub, a wholly owned Schwab subsidiary, merged with and into Forge Global. Forge Global survived the transaction and became a wholly owned subsidiary of The Charles Schwab Corporation under the merger agreement terms.