Forge Global (FRGE) Form 4: RSU Award to CAO Catherine Dondzila

Rhea-AI Filing Summary

On 07/18/2025, Forge Global Holdings (FRGE) reported a routine insider equity grant on Form 4. Chief Accounting Officer Catherine M. Dondzila received 26,666 restricted stock units (RSUs) under the company’s 2022 Stock Option and Incentive Plan at $0 cost. The award vests 1⁄36 each month, beginning one month after the vesting-commencement date, with settled shares delivered on the nearest monthly settlement date, subject to continued employment.

Following the grant, Dondzila’s total direct beneficial ownership increased to 52,537 common shares. No derivative securities were involved, and there were no sales or open-market purchases disclosed. The filing does not contain financial performance data or revised guidance; its sole purpose is to document insider ownership changes.

The transaction is typical for executive compensation and is unlikely to have a material near-term impact on FRGE’s capitalization or trading dynamics, though it modestly aligns the CAO’s incentives with shareholder value.

Positive

• Equity-based compensation aligns CAO interests with shareholders through multi-year vesting.

Negative

• Creates incremental share dilution, albeit immaterial given company size.

Insights

Financial Analyst

TL;DR: Routine RSU grant; neutral valuation impact.

This Form 4 discloses a standard retention-based RSU grant to the CAO. At FRGE’s recent share price (~$2-3), the notional value is roughly $55-80k, immaterial to the $400-plus million market cap. No cash outlay by the executive, no immediate dilution (shares issue as they vest). The award slightly strengthens management alignment but does not change earnings, liquidity, or strategic outlook. I view the filing as informational with neutral share-price implications.

Corporate Governance Expert

TL;DR: Standard incentive grant supports retention; governance neutral.

The RSU schedule—monthly vesting over three years—encourages continued service and gradual share issuance, consistent with common governance practice. No accelerated vesting or unusual terms are noted. Because the amount is modest and within the existing 2022 plan, shareholder dilution risk is de minimis. Overall, the disclosure reflects ordinary-course executive compensation with no red flags.

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
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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).

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)
07/18/2025

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	07/18/2025		A		26,666(1)	A	$0	52,537	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. These shares represent restricted stock units granted under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "Plan"). Each unit represents a right to receive one share of the Issuer's common stock. Subject to the Reporting Person's continued Service Relationship (as defined in the Plan) through each applicable vesting date, 1/36th of the RSUs shall vest in equal monthly installments starting on the one-month anniversary of the Vesting Commencement Date. All RSUs that vest shall settle on the nearest Monthly Settlement Date following the applicable vesting date.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	07/22/2025
	** 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’s CAO acquire on 07/18/2025?

26,666 restricted stock units that convert 1-for-1 into common shares upon vesting.

How many Forge Global shares does the CAO now own?

After the grant, Catherine M. Dondzila beneficially owns 52,537 shares directly.

Is there a cash cost associated with the RSUs?

No. The RSUs were granted at $0 exercise price; value depends on FRGE’s market price when vested.

When will the RSUs vest?

They vest in equal monthly installments over 36 months, starting one month after the vesting-commencement date.

Does the filing affect Forge Global’s financial results?

No. The Form 4 only reports an ownership change; it contains no earnings or guidance information.