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Forge Global Holdings (FRGE) investor relations material
Forge Global Holdings Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary15 Dec, 2025
Executive summary
Forge Global Holdings entered into a definitive merger agreement with The Charles Schwab Corporation, under which Forge will become a wholly owned subsidiary of Schwab through a merger with Ember-Falcon Merger Sub, Inc., at $45.00 per share in cash for each outstanding share, representing a 170% premium to the pre-announcement trading price.
The merger is subject to approval by Forge stockholders at a special virtual meeting scheduled for January 22, 2026, and requires the affirmative vote of a majority of outstanding shares.
The Special Committee of independent directors and the Board unanimously determined the merger is fair and in the best interests of stockholders, following a comprehensive market check and negotiation process.
Financial Technology Partners LP provided a fairness opinion, concluding the $45.00 per share consideration is fair from a financial point of view to holders of eligible shares.
The transaction is expected to close in the first half of 2026, subject to customary closing conditions and regulatory approvals.
Voting matters and shareholder proposals
Stockholders will vote on three proposals: (1) adoption of the merger agreement, (2) a non-binding advisory vote on compensation for named executive officers in connection with the merger, and (3) approval of any adjournment of the special meeting to solicit additional proxies if needed.
The Board recommends voting “FOR” all proposals.
Support agreements with Motive Capital entities and Deutsche Börse AG, representing 26.38% of voting power, require them to vote in favor of the merger.
Stockholders who do not vote in favor and comply with Delaware law may seek appraisal rights for the fair value of their shares.
Board of directors and corporate governance
A Special Committee of independent, disinterested directors was formed to evaluate strategic alternatives and negotiate the merger.
The Board and Special Committee met frequently, retained independent legal and financial advisors, and conducted a thorough process including outreach to multiple potential acquirors.
The Board’s recommendation is based on a variety of factors, including market conditions, the premium offered, and the likelihood of closing.
Did exclusivity limit superior offers?
Reconcile FT Partners' valuation ranges with $45.00.
Detail executive compensation tax planning.
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Next Forge Global Holdings earnings date
Q4 202524 Feb, 2026
Next Forge Global Holdings earnings date
Q4 202524 Feb, 2026
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Frequently asked questions
Forge Global Holdings Inc. is a financial services company that operates a platform designed to facilitate the trading of private company shares. The company provides a marketplace where investors can buy and sell equity in pre-IPO companies, offering liquidity solutions for shareholders of private firms. Forge Global's services cater to institutional investors, private companies, and accredited investors, enabling them to access opportunities in the private markets. In addition to its trading platform, the company offers data and insights on private market activity to support informed investment decisions. The company is headquartered in San Francisco, California, and its shares are listed on the NYSE.
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