Forge Global (FRGE) Proxy Filing summary

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.