FRGE Form 4: Chief Accounting Officer Withheld 576 Shares in RSU Settlement

Rhea-AI Filing Summary

Forge Global Holdings insider Catherine M. Dondzila, identified as the company’s Chief Accounting Officer, reported a non‑derivative transaction on 09/10/2025. The filing shows 576 shares of common stock were disposed of under transaction code F at a reported price of $0. After the transaction she beneficially owns 50,584 shares in a direct capacity. The filing explains the 576 shares were withheld by the issuer to satisfy tax withholding and remittance obligations related to the net settlement of restricted stock units. The Form 4 is signed by an attorney‑in‑fact on behalf of the reporting person.

Insights

Securities Analyst

TL;DR: Routine tax‑withholding disposition of restricted stock units; immaterial to company valuation.

The transaction is recorded as a Code F disposal, which the filer explains is withholding of shares to cover tax obligations from a net settlement of restricted stock units. The size, 576 shares, is small relative to the reported post‑transaction holding of 50,584 shares and shows no change in beneficial ownership strategy. There is no cash consideration (price reported as $0) because this reflects issuer withholding rather than an open‑market sale. For investors, this is an administrative action, not an operational or governance event.

Corporate Governance Expert

TL;DR: Administrative withholding activity; standard disclosure by an officer, not a red flag.

This Form 4 documents a typical withholding transaction tied to RSU net settlement. The reporting person is an officer (Chief Accounting Officer) and the filing includes the required explanatory note stating shares were withheld for tax remittance. The filing was executed via attorney‑in‑fact and properly reports direct ownership after the event. No evidence in this filing suggests insider trading intent or unusual timing; it aligns with standard post‑award tax procedures.

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^*

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)
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		576(1)	D	$0	50,584	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

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 did Forge Global (FRGE) insider Catherine Dondzila report on 09/10/2025?

The Form 4 reports that 576 shares were disposed of via withholding related to RSU net settlement; post‑transaction ownership is 50,584 shares.

Why is the transaction price listed as $0 on the Form 4 for FRGE?

The filing indicates the shares were withheld by the issuer to satisfy tax withholding for RSU settlement, which is reported as a $0 cash sale on Form 4.

What does transaction code F mean on this Form 4?

In this filing context, Code F corresponds to shares withheld by the issuer to satisfy tax obligations in connection with equity compensation net settlement, as explained in the form.

How many shares does Catherine Dondzila own after the reported transaction?

The Form 4 reports she beneficially owns 50,584 shares following the withholding transaction.

Was this transaction related to an open‑market sale?

No. The explanatory note states the shares were withheld by the issuer to cover tax withholding for RSU net settlement, not sold on the open market.