Forge Global (FRGE) Proxy Filing summary

Executive summary

• A merger agreement was reached for the company to be acquired by Schwab, with the company becoming a wholly owned subsidiary following the merger, pending shareholder approval at a special meeting scheduled for January 22, 2026.

• Several lawsuits were filed alleging incomplete and misleading disclosures in the proxy statement related to the merger, seeking injunctive relief and damages; the company denies wrongdoing but issued supplemental disclosures to avoid litigation delays.

• The company provided additional background on the merger process, including the selection of financial advisors, special committee composition, and negotiation details with Schwab, clarifying no individualized compensation or post-closing employment arrangements were discussed with executives.

• Forward-looking statements highlight risks related to regulatory approvals, litigation, and potential impacts on business operations and personnel retention due to the merger.

Voting matters and shareholder proposals

• Shareholders are being asked to vote on the proposed merger with Schwab at a special meeting, with details and supplemental disclosures provided in the proxy materials.

Board of directors and corporate governance

• The special committee overseeing the merger included members with prior industry and acquirer relationships, but the board determined all were independent and disinterested.

• Changes in special committee membership were made for industry experience, not due to conflicts of interest.