Form 4: Forge Global Holdings CEO Discloses Routine Stock Transaction for Tax Obligations
Insider Transaction Report
Forge Global Holdings, Inc. CEO Kelly Rodriques reported a disposition of 2,748 shares of common stock to cover tax withholding obligations related to restricted stock units, alongside a non-beneficial ownership transfer of shares within a Roth IRA.
Summary
- Kelly Rodriques, the Chief Executive Officer and a Director of Forge Global Holdings, Inc. (FRGE), reported a transaction on June 10, 2025.
- A total of 2,748 shares of common stock were disposed of to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock units. The price per share for this disposition was $0.
- Following this transaction, Kelly Rodriques directly beneficially owns 552,336 shares of common stock.
- An additional 4,718 shares of common stock are indirectly beneficially owned through Forge Trust Co CFBO Kelly Rodriques Roth IRA.
- In June 2025, a transfer of all shares held by Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA to Forge Trust Co CFBO Kelly Rodriques Roth IRA occurred, which did not result in any change in beneficial ownership.
- The filing also includes a Limited Power of Attorney granted by Kelly Rodriques to James Nevin, authorizing him to execute and file various SEC forms on Rodriques' behalf.
Sentiment
Score: 5
Explanation: The document reports a routine insider transaction for tax withholding purposes and an administrative transfer of shares within a Roth IRA, neither of which indicates a significant positive or negative sentiment regarding the company's performance or outlook. It is a neutral, compliance-driven filing.
Positives
- The transfer of shares within the Roth IRA did not result in any change in beneficial ownership, indicating continuity of the insider's investment.
Negatives
- No inherently negative aspects are present; the disposition of shares for tax withholding is a standard, non-discretionary event for equity compensation.
Risks
- The Limited Power of Attorney document includes a standard indemnification clause where Kelly Rodriques agrees to indemnify the attorney-in-fact and the Company against any demand, damage, loss, cost, or expense arising from false or misleading information provided by Rodriques.
Management Comments
- "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."
- "In June 2025, the Reporting Person transferred all shares held by the Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA to this entity. This transfer did not result in any change in beneficial ownership."
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | Kelly Rodriques, CEO and Director, granted a Limited Power of Attorney to James Nevin to execute and file various SEC forms (Form ID, 3, 4, 5, Schedules 13D and 13G) on his behalf. This streamlines compliance with Section 16 and Regulation 13D-G of the Securities Exchange Act of 1934. | June 11, 2025 | Enhances efficiency and ensures timely compliance for insider reporting requirements for Kelly Rodriques, without altering his beneficial ownership responsibilities. |
Stakeholder Impact
- Shareholders: The transaction is a routine tax-related disposition and an administrative transfer, unlikely to have a direct material impact on share price or company operations. It provides transparency on insider holdings.
Key Dates
| Date | Description |
|---|---|
| 06/10/2025 | Date of earliest transaction (disposition of shares for tax withholding). |
| 06/11/2025 | Date of execution of the Limited Power of Attorney. |
| 06/12/2025 | Date of signature for the Form 4 filing. |
| June 2025 | Month when shares were transferred from Pensco Trust Co. LLC Custodian FBO Kelly Rodriques Roth IRA to Forge Trust Co CFBO Kelly Rodriques Roth IRA. |
Keywords
Forge Global Holdings, FRGE, Kelly Rodriques, SEC Form 4, Insider Transaction, Stock Disposition, Tax Withholding, Restricted Stock Units, Beneficial Ownership, CEO, Director, Power of Attorney
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