Forge Global (FRGE) CEO has RSU shares withheld for tax amid Schwab deal

Rhea-AI Filing Summary

Forge Global Holdings, Inc. reported an insider equity transaction by its Chief Executive Officer and director related to tax withholding on restricted stock units. On 12/29/2025, 19,519 shares of common stock were withheld by the company at a price of $0 per share to cover tax obligations from the accelerated settlement of an equity award. After this transaction, the reporting person beneficially owned 421,699 shares directly and 4,718 shares indirectly through a Roth IRA. The acceleration of equity award payments was approved by the board in connection with an Agreement and Plan of Merger dated November 5, 2025 among Forge Global, The Charles Schwab Corporation, and a Schwab subsidiary, aimed at mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code.

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).

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)
12/29/2025

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	12/29/2025		F		19,519(1)(2)	D	$0	421,699	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. In connection with that certain Agreement and Plan of Merger, dated as of November 5, 2025 (the "Merger Agreement"), entered into by and among the Issuer, The Charles Schwab Corporation, a Delaware corporation ("Schwab"), and Ember-Falcon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Schwab, the Board of Directors of the Issuer approved the acceleration of the payment of certain equity awards to mitigate certain adverse tax consequences under Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended, that could arise in connection with the anticipated transactions under the Merger Agreement. The tax withholding reported in this Form 4 relates to the accelerated settlement of an equity award that was contingent upon the Reporting Person's agreement to repay accelerated compensation amounts under certain conditions.

2. 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	12/31/2025
	** 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).
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FAQ

What insider transaction did Forge Global Holdings (FRGE) disclose?

Forge Global Holdings disclosed that its Chief Executive Officer and director had 19,519 shares of common stock withheld by the company to satisfy tax withholding and remittance obligations from the net settlement of restricted stock units.

How many Forge Global (FRGE) shares does the reporting person own after this Form 4?

Following the reported transaction, the reporting person beneficially owned 421,699 shares of Forge Global common stock directly and 4,718 shares indirectly through a Forge Trust Co CFBO Kelly Rodriques Roth IRA.

What was the transaction date for the Forge Global (FRGE) insider tax withholding?

The transaction date reported was 12/29/2025, when the company withheld shares to cover tax obligations associated with restricted stock units.

What does the transaction code "F" mean in this Forge Global (FRGE) Form 4?

The transaction code "F" indicates that shares of Forge Global common stock were withheld by the issuer to satisfy tax withholding obligations in connection with the settlement of an equity award, specifically restricted stock units.

How is the Forge Global (FRGE) merger with The Charles Schwab Corporation related to this Form 4?

The board approved acceleration of certain equity awards under an Agreement and Plan of Merger dated November 5, 2025 among Forge Global, The Charles Schwab Corporation, and a Schwab subsidiary. The reported tax withholding arises from the accelerated settlement of an equity award tied to that anticipated merger transaction.

Was the Forge Global (FRGE) equity award settlement contingent on any conditions?

Yes. The explanation states that the accelerated settlement of the equity award was contingent upon the reporting person’s agreement to repay accelerated compensation amounts under certain conditions.