Forge Global (FRGE) CEO Reports RSU Tax-Withholding of 3,003 Shares

Rhea-AI Filing Summary

Kelly Rodriques, CEO and director of Forge Global Holdings, Inc. (FRGE), reported a small disposition of company common stock. The Form 4 shows a transaction dated 09/10/2025 where 3,003 shares were disposed (transaction code F) at a reported price of $0; the filer explains these shares were withheld by the issuer to satisfy tax withholding in connection with the net settlement of restricted stock units.

After the reported transaction, the filing shows 569,329 shares directly beneficially owned and an additional 4,718 shares indirectly held through Forge Trust Co CFBO Kelly Rodriques Roth IRA, for a combined reported position presented on the form.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition from RSU settlement; ongoing significant insider ownership remains.

The filing documents a routine mechanics-driven disposal of 3,003 shares to cover tax obligations arising from restricted stock unit net settlement. This is consistent with administrative share withholding rather than an open-market sale and is explicitly described in the form. The reporting person retains a sizable direct stake of 569,329 shares plus 4,718 indirect shares, indicating continued alignment with shareholders. No other transfers, derivative transactions, or plans are reported in this filing.

Securities Analyst

TL;DR: Non-material disposition for tax purposes; ownership levels remain disclosed and stable.

The F code and accompanying explanation identify the removal of shares as tax withholding from RSU settlement rather than a discretionary sale. The transaction amount (3,003 shares) is small relative to the reported direct holdings (569,329 shares), so the immediate market impact or change in insider conviction is likely minimal based on this disclosure alone. The form contains no derivative positions or additional compensatory grants beyond the withholding event.

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)
09/10/2025

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	09/10/2025		F		3,003(1)	D	$0	569,329	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	09/12/2025
	** 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).
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 transaction did Kelly Rodriques report on Form 4 for FRGE?

The Form 4 reports a 09/10/2025 disposition of 3,003 shares (code F) which were withheld by the issuer to satisfy tax withholding from RSU net settlement.

How many FRGE shares does Kelly Rodriques beneficially own after the reported transaction?

The filing shows 569,329 shares directly beneficially owned and 4,718 indirectly via Forge Trust Co CFBO Kelly Rodriques Roth IRA.

What is the relationship of the reporting person to Forge Global Holdings (FRGE)?

The reporting person is listed as both a Director and as an Officer (Chief Executive Officer) of the issuer.

Was the disposition an open-market sale or for another purpose?

The disposition was due to share withholding by the issuer for tax remittance related to RSU net settlement, not labeled as an open-market sale.

Who signed the Form 4 and when was it signed?

The form was signed by James Nevin, Attorney-in-Fact on 09/12/2025.