Forge Global Holdings, Inc.: M&A transaction — Forge Global acquired by Schwab for $45.00/share; shares to be delisted

Forge Global Holdings, Inc.

Acquisition closed March 2, 2026; shareholders received $45.00 cash per share.
Shares will be delisted from NYSE; Form 25 filed, Form 15 to follow to terminate SEC registration.
All prior directors resigned; new board consists of Richard Wurster, Michael Verdeschi, Jonathan Craig.
Company's certificate of incorporation and bylaws amended and restated effective at closing.
Equity awards converted: options cashed out, RSUs/PSUs exchanged for Schwab stock at the Equity Award Exchange Ratio.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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

Change: charter amendment

Exact text from the 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.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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

Change: bylaw amendment

Exact text from the 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.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

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).

Action: change of control
Counterparty: The Charles Schwab Corporation
Consideration: $45.00 per Share in cash
Closing: 2026-03-02

Exact text from the 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

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Source: SEC EDGAR

accession 0001827821-26-000010

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