FRGE files Form S-8 for 83,330 inducement shares; minimal dilution

Forge Global Holdings, Inc. (NASDAQ: FRGE) filed a Form S-8 on July 15, 2025 to register 83,330 additional shares of common stock for issuance under its Amended and Restated 2025 Inducement Plan.

Rhea-AI Filing Summary

Forge Global Holdings, Inc. (NASDAQ: FRGE) filed a Form S-8 on July 15, 2025 to register 83,330 additional shares of common stock for issuance under its Amended and Restated 2025 Inducement Plan. The filing, made under General Instruction E of Form S-8, incorporates by reference the company’s previous March 6, 2025 S-8 and only presents items containing new information. Forge is classified as a non-accelerated filer and a smaller reporting company. The shares are intended for equity awards granted outside stockholder-approved plans to attract and retain employees. Exhibits include the legal opinion, EY auditor consent, the amended plan, and related award agreement forms. No financial statements or earnings data accompany this registration, and the company indicates that it meets all requirements for Form S-8 filing.

Insights

Equity Capital Markets Analyst

TL;DR: Routine S-8 registers 83k inducement shares; negligible dilution, modest talent incentive impact.

This is a standard shelf registration allowing Forge Global to issue equity awards outside its primary omnibus plan. The 83,330 shares represent an immaterial fraction of the company’s current public float, implying de minimis dilution. From a capital-structure perspective, the filing simply updates the existing March 2025 S-8 and poses no direct cash flow or earnings effect. Strategically, inducement grants give management flexibility to hire key employees without obtaining shareholder approval, a positive for human-capital strategy but not financially material. Overall market impact should be neutral.

Corporate Governance Specialist

TL;DR: Governance-neutral; board-approved inducement plan aligns with NYSE/Nasdaq norms.

The amended 2025 Inducement Plan was board-approved and follows SEC & Nasdaq listing rules that permit inducement grants without shareholder vote when awards are a material part of a new hire’s compensation. The limited share amount suggests responsible stewardship, minimizing shareholder dilution while expanding the company’s talent toolkit. Required exhibits—legal opinion, auditor consent, plan documents—are properly included, indicating sound compliance practices. No red flags arise.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is Forge Global (FRGE) registering in this Form S-8?

The company is registering 83,330 additional common shares for its 2025 Inducement Plan.

Why did Forge Global file another S-8 in July 2025?

This filing registers new shares under the amended inducement plan and incorporates the prior March 6, 2025 S-8 by reference.

Will the S-8 filing affect FRGE’s earnings or cash position?

No. A Form S-8 only registers shares for equity compensation and has no direct impact on earnings or cash flows.

Does the share registration require shareholder approval?

Inducement grants, when used for new hires, do not require shareholder approval under Nasdaq rules; the board has already approved the plan.

What is Forge Global’s filer status in this registration?

The company identifies as a non-accelerated filer and a smaller reporting company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/15/2025 - 02:19 PM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on July 15, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORGE GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 99-4383083
(I.R.S. Employer
Identification No.)

4 Embarcadero Center Floor 15 San Francisco, CA 94111
(Address of Principal Executive Offices) 94111
(Zip Code)

Amended and Restated Forge Global Holdings, Inc. 2025 Inducement Plan

(Full title of the plans)

Kelly Rodriques

Chief Executive Officer

4 Embarcadero Center

Floor 15

San Francisco, CA 94111
(Name and address of agent for service)

(415) 881-1612
(Telephone number, including area code, of agent for service)

With a copy to:

W. Stuart Ogg

Justin Anslow

Goodwin Procter LLP

601 Marshall Street

Redwood City, California 94063

(650) 752-3100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer			¨			Accelerated filer			¨
Non-accelerated filer			x			Smaller reporting company			x
						Emerging growth company			¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Forge Global Holdings, Inc. (the “registrant”) is filing this registration statement with the Securities and Exchange Commission (the “SEC”) to register 83,330 additional shares of the registrant's common stock under the Amended and Restated Forge Global Holdings, Inc. 2025 Inducement Plan (the “Plan”) as approved by the registrant's Board of Directors. In accordance with General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the registrant’s registration statement on Form S-8 filed on March 6, 2025 (Registration No. 333-285615), except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number			Exhibit Description
4.1			Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.5 of Amendment No. 5 to the registrant's Registration Statement on Form S-4 filed on February 11, 2022).
5.1*			Opinion of Goodwin Procter LLP.
23.1*			Consent of Ernst & Young LLP.
23.2*			Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*			Power of Attorney (included on the signature page).
99.1*			Amended and Restated Forge Global Holdings, Inc. 2025 Inducement Plan.
99.2			Form of Restricted Stock Unit Award Agreement under the Forge Global Holdings, Inc. 2025 Inducement Plan (incorporated by reference to Exhibit 10.28 of the registrant’s Annual Report on Form 10-K filed on March 6, 2025).
107*			Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on July 15, 2025.

Forge Global Holdings, Inc.

By: /s/ Kelly Rodriques        

Name: Kelly Rodriques

Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Kelly Rodriques and James Nevin, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature			Title			Date
/s/ Kelly Rodriques			Chief Executive Officer and Director			July 15, 2025
Kelly Rodriques			(Principal Executive Officer)
/s/ James Nevin			Chief Financial Officer			July 15, 2025
James Nevin			(Principal Financial Officer)
/s/ Catherine Dondzila			Chief Accounting Officer			July 15, 2025
Catherine Dondzila			(Principal Accounting Officer)
/s/ Ashwin Kumar			Director			July 15, 2025
Ashwin Kumar
/s/ Kimberley Vogel			Director			July 15, 2025
Kimberley Vogel
/s/ Asiff Hirji			Director			July 15, 2025
Asiff Hirji
/s/ Debra Chrapaty			Director			July 15, 2025
Debra Chrapaty
/s/ Larry Leibowitz			Director			July 15, 2025
Larry Leibowitz
/s/ Brian McDonald			Director			July 15, 2025
Brian McDonald