Forge Global (FRGE) Proxy Filing summary

Executive summary

• Forge Global Holdings, Inc. entered into a definitive merger agreement on November 5, 2025, to be acquired by The Charles Schwab Corporation via a merger with Ember-Falcon Merger Sub, Inc., making Forge a wholly owned subsidiary of Schwab upon closing in the first half of 2026.

• Each outstanding share of Forge common stock (excluding certain shares) will be converted into the right to receive $45.00 in cash, representing a 170% premium to the pre-announcement closing price.

• The merger is subject to approval by a majority of Forge stockholders, regulatory clearances, and other customary closing conditions.

• Special Committee of independent directors and the Board unanimously determined the merger is fair and in the best interests of stockholders, based on a thorough market check and a fairness opinion from FT Partners.

• Support agreements were executed with major shareholders Motive Capital and Deutsche Börse AG, committing their shares in favor of the merger.

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.

• Approval of the merger requires the affirmative vote of a majority of outstanding shares; abstentions and broker non-votes count as votes against the merger proposal.

• Stockholders not voting in favor may exercise appraisal rights under Delaware law.

Board of directors and corporate governance

• A Special Committee of independent, disinterested directors was formed to evaluate strategic alternatives and negotiate the merger.

• The Special Committee and Board both unanimously recommended the merger after extensive deliberations and negotiations.

• The Board’s process included a market check with outreach to 11 other potential acquirors and review of alternative transactions.