Forge Global Holdings, Inc. 8-K

What Happened
Forge Global Holdings (FRGE) filed an 8-K (Dec 29, 2025) disclosing that, in connection with the previously announced merger with The Charles Schwab Corporation, the company’s Compensation Committee and Board approved acceleration into December 2025 of certain earned incentive payments and equity awards for CEO Kelly Rodriques and CFO James Nevin to reduce potential “excess parachute payment” tax consequences under Sections 280G and 4999 of the Internal Revenue Code. Approvals occurred on December 22 and 23, 2025, and the company and each executive signed a Section 280G Mitigation Acknowledgement on December 23, 2025.

Key Details

• CEO Kelly Rodriques: acceleration and settlement of performance-based TSR restricted stock units (earned at 200% of target), resulting in 36,800 TSR RSUs vesting/settling in December 2025.
• CFO James Nevin: payment of $340,000 (portion of 2025 cash bonus) in Dec 2025; acceleration and settlement of 11,926 time-based RSUs and 5,333 TSR RSUs (TSR RSUs earned at 100% of target).
• The Committee cited preserving potential corporate tax deductions and reducing the executives’ and company’s exposure to Section 280G tax penalties.
• Each executive agreed to a 280G Mitigation Acknowledgement requiring repayment of the after‑tax portion of the accelerated amounts if (a) the executive leaves before the original vesting/payment date in a way that would have forfeited the award, or (b) the company later determines the accelerated amount was greater than merited by actual performance.

Why It Matters
This disclosure affects investor understanding of how the merger with Schwab is being managed at the executive-compensation level. The company accelerated and paid previously earned awards to avoid adverse tax treatment that could reduce net payouts and potentially increase company costs. The mitigation acknowledgements create a mechanism for the company to claw back after-tax proceeds in limited circumstances, which may limit long-term windfalls to the executives if conditions change. Investors should note the specific cash and equity amounts and that these actions were tied directly to the merger’s tax and timing considerations.