FRGE Form 4: Chief Accounting Officer net-settles RSUs, 1,377 shares withheld

Rhea-AI Filing Summary

Catherine M. Dondzila, Chief Accounting Officer of Forge Global Holdings (FRGE), reported a withholding of shares to satisfy tax obligations related to restricted stock units. The Form 4 discloses a transaction dated 08/11/2025 in which 1,377 shares were withheld by the issuer for tax remittance in connection with a net settlement of RSUs. After this withholding the reporting person beneficially owned 51,160 shares, held directly.

The disclosure uses transaction code F and records a price of $0 for the withheld shares, consistent with tax-withholding treatment rather than a market sale. The filing indicates the change was administrative (net settlement) rather than an open-market trade.

Positive

• Issuer withheld shares for taxes via net-settlement of RSUs, indicating tax obligations were satisfied internally
• Reporting person retains direct beneficial ownership of 51,160 shares after the withholding

Negative

• 1,377 shares were disposed/withheld, reducing the reporting person's total share count
• Transaction recorded at $0, showing no cash proceeds to the reporting person from this action

Insights

Corporate Governance Expert

TL;DR: Routine RSU net-settlement with tax-withheld shares; maintains direct ownership of 51,160 shares.

The reported transaction reflects an issuer-withheld transfer of 1,377 shares to satisfy tax obligations from a net settlement of restricted stock units. This is a common administrative event and does not indicate a voluntary open-market disposition. Continued direct beneficial ownership of 51,160 shares suggests no change in insider control or voting power beyond the tax withholding.

Securities Analyst

TL;DR: Insider withholding reduces share count modestly; no market sale signaled.

The Form 4 shows transaction code F and a $0 price point, consistent with shares withheld for taxes rather than a sale that would generate cash. The net effect is a reduction of 1,377 shares from the reporting person's holdings, leaving 51,160 shares beneficially owned directly. This type of filing is routine and typically has limited market impact.

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)
08/11/2025

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	08/11/2025		F		1,377(1)	D	$0	51,160	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	08/13/2025
	** 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 the Form 4 for Forge Global (FRGE) disclose?

The Form 4 reports that Catherine M. Dondzila had 1,377 shares withheld by the issuer to satisfy tax withholding from a net settlement of RSUs; she now beneficially owns 51,160 shares directly.

What does transaction code F mean on the FRGE Form 4?

The filing shows transaction code F and a price of $0; within this document it corresponds to shares withheld by the issuer for tax remittance in a net settlement of restricted stock units.

When was the reported transaction on the FRGE Form 4 executed?

The Form 4 lists the transaction date as 08/11/2025 for the withheld shares.

How many shares does the reporting person own after the transaction?

After the withholding, the reporting person beneficially owns 51,160 shares, held directly.

Was this a market sale yielding cash proceeds?

No; the document records a $0 price and explains the shares were withheld to satisfy tax obligations in a net settlement of RSUs, not sold on the open market.