Form 4: Forge Global Officer Disposes Shares in Schwab Merger

Forge Global Holdings, Inc.'s Chief Accounting Officer, Catherine M. Dondzila, disposed of common stock and restricted stock units following the company's merger with The Charles Schwab Corporation.

Summary

• Catherine M. Dondzila, Chief Accounting Officer of Forge Global Holdings, Inc. (FRGE), reported the disposition of securities.
• The disposition occurred on March 2, 2026, in connection with the merger of Forge Global into Ember-Falcon Merger Sub, Inc., a wholly-owned subsidiary of The Charles Schwab Corporation.
• Forge Global became a wholly-owned subsidiary of The Charles Schwab Corporation.
• 23,252 shares of common stock were disposed of, with each share converted into the right to receive $45.00 in cash.
• 32,491 restricted stock units (Company RSUs) were disposed of and converted into restricted stock unit awards of The Charles Schwab Corporation (Parent RSUs).
• The Parent RSUs cover a number of shares of Parent Common Stock calculated by multiplying the original number of Company RSU shares by the quotient of the Merger Consideration ($45.00) divided by $94.7880 (the average closing price of Parent Common Stock over five trading days).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for the reporting person, as they successfully monetized their common stock holdings for cash and maintained equity exposure through converted awards in the acquiring company.

Positives

• The reporting person received a cash payment of $45.00 per share for their common stock holdings.
• Restricted stock units were converted into awards of the acquiring company, The Charles Schwab Corporation, maintaining equity exposure in the new entity.

Negatives

• The reporting person no longer holds direct beneficial ownership of common stock or restricted stock units in Forge Global Holdings, Inc., as it is now a wholly-owned subsidiary.

Future Outlook

This filing reports a completed transaction and does not contain forward-looking statements or guidance from the company.

Industry Context

StockSavvy.ai notes this transaction represents a consolidation within the financial services or fintech sector, with a publicly traded company being acquired by a larger financial institution. The conversion of equity awards into the acquiring company's stock is a standard practice in such mergers.

Comparison to Industry Standards

• The cash consideration for common stock and the conversion of restricted stock units into the acquiring company's equity awards are standard procedures in corporate mergers and acquisitions.
• The use of a five-day average closing price for the acquiring company's stock to determine the RSU exchange ratio is a common and transparent method to establish fair value at the time of merger.

Stakeholder Impact

• Shareholders of Forge Global Holdings, Inc. received cash for their shares, concluding their investment in the company.
• Employees holding restricted stock units, like the reporting person, had their awards converted into equity of The Charles Schwab Corporation, maintaining a form of equity incentive.

Next Steps

• The reporting person is no longer subject to Section 16 obligations for Forge Global Holdings, Inc. as it is now a wholly-owned subsidiary.
• The reporting person now holds restricted stock unit awards of The Charles Schwab Corporation.

Key Dates

Keywords

Forge Global, FRGE, Charles Schwab, Merger, Form 4, Insider Transaction, Restricted Stock Units, Equity Awards, Acquisition