Forge Global Announces Stockholder Approval of Merger

Key Terms

merger financial

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

acquisition financial

An acquisition is when one company buys control of another by purchasing its shares or assets and brings that business into its own operations. For investors, acquisitions matter because they can reshape a company’s future cash flow, growth and risk profile—like a homeowner adding an extension to increase space and value; a well-priced, well-integrated deal can boost returns, while an expensive or poorly merged one can hurt earnings and raise debt.

special stockholder meeting regulatory

A special stockholder meeting is a gathering called outside the regular annual meeting for shareholders to vote on one or a few specific, often urgent matters—such as a merger, a major asset sale, or changes to the board. Investors care because outcomes can quickly change a company’s direction, ownership or value; think of it like an emergency town meeting where a single vote can alter the neighborhood’s future.

quorum regulatory

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

regulatory approvals regulatory

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

SAN FRANCISCO--(BUSINESS WIRE)-- Forge Global Holdings, Inc. (“Forge”) (NYSE: FRGE), a leading provider of marketplace infrastructure, data services, and technology and investment solutions for the private market, today announced that Forge’s stockholders approved all proposals related to the previously announced acquisition of Forge by The Charles Schwab Corporation (“Schwab”).

A total of 9,687,311 shares of Forge’s common stock were represented in person or by proxy at Forge’s special stockholder meeting (“Special Meeting”), representing 69.97% of the total voting power of the holders of Forge’s common stock, which constituted a quorum for the transaction of business at the meeting. Approximately 69.81% of the votes cast at the Special Meeting voted to approve the proposal to adopt the merger agreement entered into by Forge and Schwab, and approximately 68.95% of the votes cast at the Special Meeting voted to approve, on a non-binding, advisory basis, certain compensation arrangements for Forge's named executive officers in connection with the acquisition. Due to the stockholders’ approval of the merger agreement proposal, a vote on the proposal to adjourn the Special Meeting was not called.

The acquisition of Forge by Schwab is expected to close in the first half of 2026, subject to customary closing conditions, including regulatory approvals.

About Forge

Forge (NYSE:FRGE) is a leading provider of marketplace infrastructure, data services and technology and investment solutions for private market participants. Forge Securities LLC is a registered broker-dealer and a Member of FINRA that operates an alternative trading system. For more information, visit forgeglobal.com.

Forward-Looking Statements

This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, specifically relating to timing, completion and funding of the acquisition, and acquisition synergies.

These forward-looking statements reflect management’s beliefs, expectations and objectives as of today and are subject to risks and uncertainties that could cause actual results to differ materially. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner; risks related to potential litigation brought in connection with the proposed transaction; risks related to financial community and rating agency perceptions of Forge and its business, operations, financial condition and the industry in which it operates; risks related to disruption of management time from ongoing business operations due to the proposed merger; effects of the announcement, pendency or completion of the proposed merger on the ability of Forge to retain customers and retain and hire key personnel and maintain relationships with suppliers and partners, and on Forge’s operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the parties to the proposed merger or the proposed merger.

Discussions of additional risks and uncertainties are contained in Forge’s filings with the Securities and Exchange Commission. Forge is under no obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this document are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260122354877/en/

Investor Relations Contact

Idalia Rodriguez, Arbor Advisory Group

ir@forgeglobal.com

Media Contact

Lindsay Riddell

press@forgeglobal.com

Source: Forge Global