Forge Global (FRGE) CEO reports 36,800-share TSR award vesting and tax-driven acceleration

Rhea-AI Filing Summary

Forge Global Holdings, Inc. reported that its Chief Executive Officer and director acquired 36,800 shares of common stock on 12/23/2025 at a price of $0 per share. These shares came from performance-based restricted stock units tied to total shareholder return, which the Board certified as earned at 200% of the target award based on 2025 stock price goals under the company’s 2022 Stock Option and Incentive Plan. After this transaction, the reporting person beneficially owned 441,218 shares directly and 4,718 shares indirectly through a Roth IRA. The filing also notes that, in connection with an Agreement and Plan of Merger dated November 5, 2025 with The Charles Schwab Corporation and a Schwab subsidiary, the Board approved accelerated payment of certain equity awards to address potential tax effects, with repayment required under certain conditions.

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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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)
12/23/2025

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	12/23/2025		A		36,800(1)(2)	A	$0	441,218	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. In connection with that certain Agreement and Plan of Merger, dated as of November 5, 2025 (the "Merger Agreement"), entered into by and among the Issuer, The Charles Schwab Corporation, a Delaware corporation ("Schwab"), and Ember-Falcon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Schwab, the Board of Directors (the "Board") of the Issuer approved the acceleration of the payment of certain equity awards to mitigate certain adverse tax consequences under Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the anticipated transactions under the Merger Agreement. The accelerated settlement of the equity award reported in this Form 4 was contingent upon the Reporting Person's agreement to repay accelerated compensation amounts under certain conditions.

2. Represents the acquisition of shares upon the certification of the Board that the performance conditions were met with respect to total shareholder return performance-based restricted stock units ("TSR RSUs") eligible to vest in the first quarter of the 2026 fiscal year based on achievement of certain stock price goals for the 2025 fiscal year, which was granted to the Reporting Person on July 18, 2025 under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "Plan"). The TSR RSUs were earned based on actual performance (200% of the target award), resulting in the vesting of 36,800 shares.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	12/26/2025
	** 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).
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FAQ

What insider transaction did Forge Global Holdings (FRGE) disclose in this Form 4?

The company disclosed that its Chief Executive Officer and director acquired 36,800 shares of common stock on 12/23/2025 at a price of $0 per share, from the vesting of performance-based restricted stock units.

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

Following the reported transaction, the reporting person beneficially owned 441,218 shares of Forge Global common stock directly and 4,718 shares indirectly through a Forge Trust Co CFBO Kelly Rodriques Roth IRA.

What performance conditions triggered the 36,800 Forge Global (FRGE) shares to vest?

The 36,800 shares came from total shareholder return performance-based restricted stock units that were eligible to vest based on 2025 stock price goals, with the Board certifying that performance reached 200% of the target award.

When were the Forge Global (FRGE) performance-based RSUs originally granted?

The total shareholder return performance-based restricted stock units were granted on July 18, 2025 under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan.

How is the Forge Global (FRGE) insider related to the company?

The reporting person is both a director and an officer of Forge Global Holdings, Inc., serving as the company’s Chief Executive Officer.

How does the Charles Schwab merger agreement relate to Forge Global (FRGE) equity awards?

In connection with an Agreement and Plan of Merger dated November 5, 2025 with The Charles Schwab Corporation and a Schwab subsidiary, Forge Global’s Board approved acceleration of certain equity award payments to address potential tax consequences, contingent on the reporting person’s agreement to repay accelerated compensation amounts under certain conditions.