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.

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^*

Nevin James

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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	12/22/2025		A		3,111(1)(2)	A	$0	27,235	D
Common Stock, $0.0001 par value per share	12/22/2025		A		2,222(1)(3)	A	$0	29,457	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. 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.

2. 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.

3. 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.

Remarks:

	/s/ James Nevin, Attorney-in-Fact	12/26/2025
	** 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 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.

How many Forge Global (FRGE) shares did the CFO acquire and at what price?

The CFO acquired 3,111 shares of common stock at $0 per share under the 2025 Inducement Plan and 2,222 shares at $0 per share under the 2022 Stock Option and Incentive Plan, all through vesting of restricted stock units.

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.

What is the CFO’s Forge Global (FRGE) share ownership after these transactions?

After the reported transactions on 12/22/2025, the CFO beneficially owned 29,457 shares of Forge Global common stock directly.

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.