Form 4: Rodriques Kelly reports acquisition/exercise transactions in FRGE

Rhea-AI Filing Summary

Rodriques Kelly reported acquisition or exercise transactions in a Form 4 filing for FRGE. The filing lists transactions totaling 91,444 shares. Following the reported transactions, holdings were 523,677 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rodriques Kelly

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.0001 par value per share	91,444	$0.00	--
holding	Common Stock, $0.0001 par value per share	--	--	--

Holdings After Transaction: Common Stock, $0.0001 par value per share — 523,677 shares (Direct); Common Stock, $0.0001 par value per share — 4,718 shares (Indirect, By Forge Trust Co CFBO Kelly Rodriques Roth IRA)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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)
02/12/2026

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	02/12/2026		A		91,444(1)	A	$0	523,677	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. These shares represent performance-based restricted stock units ("PSUs") granted under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan. Each unit represents a right to receive one share of the Issuer's common stock. The Performance Condition shall be satisfied only if a Sale Event in which the Sale Price is at least $45 occurs on or before December 31, 2026. The Time Condition shall be satisfied with respect to 1/36th of the PSUs on the first day of each month following the Vesting Commencement Date, subject to the grantee's continued Service Relationship through such date.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	02/17/2026
	** 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 Forge Global (FRGE) report for its CEO?

Forge Global reported that CEO Kelly Rodriques received 91,444 performance-based restricted stock units at a price of $0 per unit. Each unit represents the right to receive one share of common stock if performance and time-based conditions are met.

What are the vesting conditions for Kelly Rodriques’ 91,444 PSUs at Forge Global (FRGE)?

The PSUs vest based on both performance and time. A Sale Event must occur with a sale price of at least $45 by December 31, 2026, and 1/36th of the units vest monthly after the vesting commencement date, subject to continued service.

How many Forge Global (FRGE) shares does the CEO own after the reported Form 4 transaction?

After the grant, CEO Kelly Rodriques beneficially owns 523,677 shares of Forge Global common stock directly. He also has indirect ownership of 4,718 additional shares held through a Roth IRA account custodied by Forge Trust Co.

Is the Forge Global (FRGE) CEO’s new equity award a cash purchase or a grant?

The 91,444 performance-based restricted stock units reported for CEO Kelly Rodriques are a grant, not a cash purchase. The Form 4 shows a transaction price of $0 per unit, indicating an award under the company’s 2022 Stock Option and Incentive Plan.

What performance target is attached to the Forge Global (FRGE) CEO’s PSUs?

The performance condition requires a qualifying Sale Event with a Sale Price of at least $45 occurring on or before December 31, 2026. Only if that hurdle is met, and time-based vesting is satisfied, can the units settle into common shares.