Kelly Rodriques - 23 Dec 2025 Form 4 Insider Report for Forge Global Holdings, Inc. (FRGE)

Role: Chief Executive Officer, Director
Signature: /s/ James Nevin, Attorney-in-Fact
Issuer symbol: FRGE
Transactions as of: 23 Dec 2025
Net transactions value: $0
Form type: 4
Filing time: 29 Dec 2025, 16:16:31 UTC
Previous filing: 12 Dec 2025
Next filing: 31 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Rodriques Kelly	Chief Executive Officer, Director	4 EMBARCADERO CENTER, FLOOR 15, SAN FRANCISCO	/s/ James Nevin, Attorney-in-Fact	26 Dec 2025	0001916605

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FRGE	Common Stock, $0.0001 par value per share	Award	$0	+36,800	+9.1%	$0.000000	441,218	23 Dec 2025	Direct	F1, F2
holding	FRGE	Common Stock, $0.0001 par value per share						4,718	23 Dec 2025	By Forge Trust Co CFBO Kelly Rodriques Roth IRA

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 the equity award reported in this Form 4 was contingent upon the Reporting Person's agreement to repay accelerated compensation amounts under certain conditions.
F2	Represents the acquisition of shares upon the certification of the Board that the performance conditions were met with respect to 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. 2022 Stock Option and Incentive Plan (the "Plan"). The TSR RSUs were earned based on actual performance (200% of the target award), resulting in the vesting of 36,800 shares.

Content

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 the equity award 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 Board that the performance conditions were met with respect to 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. 2022 Stock Option and Incentive Plan (the "Plan"). The TSR RSUs were earned based on actual performance (200% of the target award), resulting in the vesting of 36,800 shares.