Forge Global (FRGE) CEO covers RSU taxes with share withholding

Rhea-AI Filing Summary

Forge Global Holdings, Inc. reported that Chief Executive Officer and director Kelly Rodriques had 16,558 shares of common stock withheld on February 10, 2026 to satisfy tax withholding and remittance obligations tied to the net settlement of restricted stock units. The shares were disposed of at a stated price of $0.00 per share under transaction code F, which indicates a tax-liability payment using shares rather than a market sale. After this adjustment, Rodriques directly beneficially owned 432,233 shares of common stock and indirectly beneficially owned 4,718 shares through a Roth IRA account held at Forge Trust Co.

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

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^*

Rodriques Kelly

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		16,558(1)	D	$0	432,233	D
Common Stock, $0.0001 par value per share								4,718	I	By Forge Trust Co CFBO Kelly Rodriques Roth IRA

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

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	02/12/2026
	** 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 FRGE CEO Kelly Rodriques report on February 10, 2026?

Kelly Rodriques reported a tax-related share withholding, not an open market trade. The issuer withheld 16,558 Forge Global common shares to cover tax obligations from net-settled restricted stock units, recorded at a price of $0.00 per share under transaction code F.

Did the FRGE CEO sell Forge Global shares in this Form 4 filing?

The filing does not show an open market sale. Instead, 16,558 shares were withheld by Forge Global to satisfy tax withholding and remittance obligations from restricted stock unit settlement, a non-cash disposition recorded under transaction code F at $0.00 per share.

How many Forge Global (FRGE) shares does the CEO own after this transaction?

After the transaction, Kelly Rodriques beneficially owns 432,233 Forge Global common shares directly. In addition, he indirectly owns 4,718 common shares through a Roth IRA account held by Forge Trust Co, as disclosed in the Form 4 filing’s ownership table.

What does transaction code F mean in the Forge Global (FRGE) Form 4?

Transaction code F indicates payment of an exercise price or tax liability with securities. Here, 16,558 Forge Global common shares were withheld by the issuer to cover tax withholding and remittance obligations related to the net settlement of restricted stock units.

How are the FRGE CEO’s indirect Forge Global holdings structured?

The Form 4 shows 4,718 Forge Global common shares held indirectly. These shares are owned through a Roth IRA account, described as “By Forge Trust Co CFBO Kelly Rodriques Roth IRA,” indicating retirement-account ownership rather than direct personal registration.

Does this Forge Global (FRGE) Form 4 indicate a change in control or 10% ownership?

The filing identifies Kelly Rodriques as a director and Chief Executive Officer but not a 10% owner. It reports adjustments from tax withholding and the resulting beneficial ownership levels, without indicating that he holds 10% or more of Forge Global’s outstanding shares.