Forge Global (FRGE) CFO awarded performance-based RSU shares amid Schwab merger
Rhea-AI Filing Summary
Forge Global Holdings, Inc. reported that its Chief Financial Officer acquired common shares through the vesting of performance-based restricted stock units. On 12/22/2025, the CFO received 3,111 shares of common stock at a price of $0 per share under the company’s 2025 Inducement Plan, after the Compensation Committee certified that total shareholder return performance goals for the 2025 fiscal year were fully met, earning 100% of the target award.
On the same date, the CFO also received 2,222 shares at a price of $0 per share under the 2022 Stock Option and Incentive Plan, again based on 100% achievement of total shareholder return targets for 2025. Following these transactions, the CFO beneficially owned 29,457 shares directly. The filing notes that, in connection with a Merger Agreement with The Charles Schwab Corporation, the board approved acceleration of certain equity awards to address potential adverse tax consequences, with repayment obligations for accelerated compensation under specified conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, $0.0001 par value per share | 3,111 | $0.00 | -- |
| Grant/Award | Common Stock, $0.0001 par value per share | 2,222 | $0.00 | -- |
Footnotes (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 (the "Board") 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 accelerated settlement of equity awards reported in this Form 4 was contingent upon the Reporting Person's agreement to repay accelerated compensation amounts under certain conditions. Represents the acquisition of shares upon the certification of the Compensation Committee (the "Committee") of the Board that the performance conditions were met with respect to the portion of the total shareholder return performance-based restricted stock units ("TSR RSUs") eligible to vest in the first quarter of the 2026 fiscal year based on achievement of certain stock price goals for the 2025 fiscal year, which was granted to the Reporting Person on July 18, 2025 under the Forge Global Holdings, Inc. 2025 Inducement Plan (the "2025 Plan"). The TSR RSUs were earned based on actual performance (100% of the target award), resulting in the vesting of 3,111 shares. Subject to the Reporting Person's continued Service Relationship (as defined in the 2025 Plan) through each applicable vesting date, the remaining portion of TSR RSUs eligible to vest, if any, will be reported upon the applicable certification dates. Represents the acquisition of shares upon the certification of the Committee that the performance conditions were met with respect to the portion of the TSR RSUs eligible to vest in the first quarter of the 2026 fiscal year based on achievement of certain stock price goals for the 2025 fiscal year, which was granted to the Reporting Person on July 18, 2025 under the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan (the "2022 Plan"). The TSR RSUs were earned based on actual performance (100% of the target award), resulting in the vesting of 2,222 shares. Subject to the Reporting Person's continued Service Relationship (as defined in the 2022 Plan) through each applicable vesting date, the remaining portion of TSR RSUs eligible to vest, if any, will be reported upon the applicable certification dates.
FAQ
What insider transaction did Forge Global (FRGE) report in this Form 4?
The report shows the Chief Financial Officer of Forge Global Holdings, Inc. acquired common shares through the vesting of performance-based restricted stock units on 12/22/2025, rather than through an open-market purchase or sale.
What are the TSR RSUs mentioned in the Forge Global (FRGE) filing?
The filing describes total shareholder return performance-based restricted stock units (TSR RSUs) that vest based on achieving specified stock price goals for the 2025 fiscal year, with the Compensation Committee certifying that performance conditions were met before shares were delivered.
What performance level was achieved for the Forge Global (FRGE) TSR RSUs?
The filing states that the TSR RSUs were earned based on actual performance at 100% of the target award, leading to vesting of 3,111 shares under the 2025 Inducement Plan and 2,222 shares under the 2022 Stock Option and Incentive Plan.
How is the Forge Global (FRGE) merger with Charles Schwab referenced in this Form 4?
The filing references an Agreement and Plan of Merger dated November 5, 2025 among Forge Global, The Charles Schwab Corporation, and a Schwab subsidiary, and explains that the board approved acceleration of certain equity awards to mitigate potential adverse tax consequences related to the anticipated merger transactions.
Are there conditions attached to the accelerated equity awards at Forge Global (FRGE)?
Yes. The accelerated settlement of equity awards was contingent on the reporting person’s agreement to repay accelerated compensation amounts under certain conditions, and remaining TSR RSUs will vest only if the service relationship continues through future vesting dates.