12/29/2025 | Press release | Distributed by Public on 12/29/2025 15:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Nevin James 4 EMBARCADERO CENTER, FLOOR 15 SAN FRANCISCO, CA 94111 |
Chief Financial Officer | |||
| /s/ James Nevin, Attorney-in-Fact | 12/26/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |