secwatch / observer
8-K filed March 2, 2026, 6:59 PM ET CIK 0001827821
M&A confidence high sentiment neutral materiality 1.00

Forge Global acquired by Schwab for $45.00/share; shares to be delisted

Forge Global Holdings, Inc.

Machine-readable event card

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secwatch.filing_event.v1
accession
0001827821-26-000010
form_type
8-K
ticker
null
cik
0001827821
company_name
Forge Global Holdings, Inc.
filed_at
2026-03-02T23:59:59+00:00
discovered_at
2026-05-14T18:02:36.393978+00:00
generated_at
2026-05-15T22:44:23.224083+00:00
sec_items
["2.01", "3.01", "3.03", "5.01", "5.03", "5.02", "9.01"]
event_type
m_and_a
sentiment
neutral
materiality_score
1.0
calibrated_materiality_score
1.0
confidence
high
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https://secwatch.observer/filing/0001827821-26-000010
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https://secwatch.observer/filing/0001827821-26-000010.json
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https://secwatch.observer/filing/0001827821-26-000010.md
text_url
https://secwatch.observer/filing/0001827821-26-000010.txt
edgar_index_url
https://www.sec.gov/Archives/edgar/data/1827821/000182782126000010/0001827821-26-000010-index.htm
edgar_primary_document_url
https://www.sec.gov/Archives/edgar/data/1827821/000182782126000010/forge8-kschwabmergerclose.htm
generated_by_model
deepseek-v4-flash:cloud@v2
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false
corrected
false
correction_note
null
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null
superseded_by
null

Source-grounded claims

7c76138304d0793abd14d6420c83155c88792922

Forge Global Holdings, Inc.: Amended and restated certificate of incorporation at effective time of merger.

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

c6e6c1ebfab3c5327999333c33584cdf6202222f

Forge Global Holdings, Inc.: Amended and restated bylaws at effective time of merger.

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

5ea0a71991e53647f5d46ec18e2eec545af19f39

Forge Global Holdings, Inc. underwent a change of control involving The Charles Schwab Corporation for $45.00 per Share in cash (closed 2026-03-02).

and ceased to exist, and (ii) each other Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $45.00, without interest (the “ Per Share Merger Consideration ”). As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company became a wholly

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

FARM

Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026

FARMER BROTHERS CO May 5, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

Comparable filing

the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

Filing page SEC filing

CHRN

Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.

EKSO BIONICS HOLDINGS, INC. May 5, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

Filing page SEC filing

UHG

Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share

United Homes Group, Inc. May 4, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.02, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

Comparable filing

Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

and ceased to exist, and (ii) each other Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $45.00, without interest (the “ Per Share Merger Consideration ”). As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company became a wholly

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

and ceased to exist, and (ii) each other Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $45.00, without interest (the “ Per Share Merger Consideration ”). As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company became a wholly

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

PKST

Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share

Peakstone Realty Trust May 6, 2026, 7:59 PM ET m_and_a Items 2.01, 3.01, 3.02, 5.03, 3.03, 5.01, 5.02, 8.01, 9.01

same fact type: governance_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

Comparable filing

In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.

Filing page SEC filing

TERN

Terns Pharmaceuticals acquired by Merck for $53/share; shares to be delisted

Terns Pharmaceuticals, Inc. May 5, 2026, 7:59 PM ET m_and_a Items 2.01, 3.01, 5.01, 5.03, 3.03, 5.02, 8.01, 9.01

same fact type: governance_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety.

Comparable filing

Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.

Filing page SEC filing

Source: SEC EDGAR
accession 0001827821-26-000010

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