Every 8-K that Forge Glo Hldg (FRGE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FRGE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FRGE filings page.
Forge Global Holdings, Inc. has been acquired by The Charles Schwab Corporation, which completed a cash merger on March 2, 2026. Each Forge common share (other than shares already held by Schwab and its affiliates) was converted into the right to receive $45.00 in cash, without interest.
Forge is now a wholly owned subsidiary of Schwab, and its common stock will be delisted from the New York Stock Exchange, with a Form 25 to remove the listing and a planned Form 15 to end SEC reporting. Outstanding Forge stock options were cashed out for the in-the-money value, while underwater options were cancelled.
Restricted stock units, restricted shares, and performance stock units in Forge were converted into Schwab equity awards using an equity award exchange ratio based on Schwab’s five-day average share price. All prior Forge directors left the board, Schwab-appointed directors and officers took over key roles, and Forge’s charter and bylaws were fully amended and restated.
Forge Global Holdings, Inc. reported that its stockholders approved the Agreement and Plan of Merger with The Charles Schwab Corporation at a special meeting held on January 22, 2026. The merger will combine Forge Global with a wholly owned Schwab subsidiary, after which Forge Global will become a wholly owned subsidiary of Schwab.
As of the December 9, 2025 record date, 13,844,606 common shares were eligible to vote, and 9,687,311 shares were represented at the meeting, constituting 69.97% of the voting power. The proposal to adopt the Merger Agreement received 9,666,293 votes for, 570 against, and 20,448 abstentions. Stockholders also approved, on a non-binding advisory basis, certain compensation arrangements for named executive officers in connection with the merger. The company issued a press release announcing the voting results and furnished it as an exhibit.
Forge Global Holdings filed an 8-K describing stockholder lawsuits challenging disclosures in its proxy statement for the pending all-cash merger with The Charles Schwab Corporation. Several actions in federal, New York, and California courts allege that proxy disclosures about the merger were incomplete or misleading and assert federal and state law claims.
While denying all allegations and any need for further disclosure, Forge is voluntarily supplementing its definitive proxy statement to avoid potential delays to the merger. The new disclosures expand the background of the sale process, relationships and independence considerations around the special committee and its advisor FT Partners, and clarify that Schwab’s non-binding proposals did not include employment or compensation arrangements for Forge senior management.
The filing also adds detail on FT Partners’ valuation work, including selected trading multiple ranges, discounted cash flow assumptions such as a terminal EBITDA multiple range of 10.0x to 16.0x and discount rates of 14.5% to 20.0%, and a Base Case Projections table with net revenue, operating expenses, adjusted EBITDA, and unlevered free cash flow through 2030.
Forge Global Holdings, Inc. describes special compensation actions for its Chief Executive Officer and Chief Financial Officer in connection with the pending merger with The Charles Schwab Corporation. To address potential “excess parachute payments” under Sections 280G and 4999 of the tax code, the board and compensation committee approved paying certain 2025 incentives earlier than originally scheduled.
For CEO Kelly Rodriques, performance-based restricted stock units granted in 2025 and tied to stock price performance versus the Russell 2000 were fully earned at 200% of target, leading to the vesting and settlement of 36,800 RSUs in December 2025. For CFO James Nevin, actions include a $340,000 partial 2025 cash bonus paid in December 2025, accelerated vesting of 11,926 time-based RSUs, and 5,333 performance-based RSUs earned at 100% of target.
Both executives signed Section 280G Mitigation Acknowledgements requiring them to repay the after-tax portion of these accelerated amounts if they leave before the dates the awards would have normally vested or if the company later determines the accelerated amounts exceeded what actual performance justified.
Forge Global Holdings (FRGE) furnished an investor update. On November 13, 2025, the company posted supplemental financial information and key business metrics related to its results for the quarter ended September 30, 2025, on its investor relations website. The materials are furnished as Exhibit 99.1 under Item 2.02 of a Form 8-K.
The company notes the furnished materials are not deemed “filed” for purposes of Section 18 of the Exchange Act and are not automatically incorporated by reference into other filings. An Inline XBRL cover page (Exhibit 104) is included.
Forge Global (FRGE) entered into a definitive agreement to be acquired by The Charles Schwab Corporation. At closing, each outstanding Forge Global common share (other than excluded and dissenting shares) will be converted into $45.00 in cash, without interest.
Closing is subject to a majority stockholder vote, expiration or termination of the HSR waiting period and other customary regulatory approvals, no law preventing the deal, and the absence of a continuing Company Material Adverse Effect, along with customary accuracy and performance conditions. The agreement includes a one‑year outside date.
Equity awards will be treated as follows: options are cashed out for intrinsic value (out‑of‑the‑money options are canceled); RSUs, RSAs and PSUs are assumed as Schwab awards using an Equity Award Exchange Ratio based on Schwab’s 5‑day average price, with PSU performance conditions removed and certain severance‑related vesting acceleration for 12 months after closing. A $25,740,000 termination fee may be payable by the Company in specified circumstances.
Forge Global Holdings (FRGE) entered a new headquarters lease for approximately 21,795 rentable square feet at Four Embarcadero Center, San Francisco. The five years and four months term begins on February 1, 2026 and ends May 31, 2031, following the current sublease’s expiration on January 31, 2026.
The lease sets an initial annual base rent of about $1,983,000, with the first four months abated. Base rent then increases on a scheduled basis with a 3% annual escalation through the end of the term. In addition to base rent, the company will pay its proportionate share of building operating expenses, including property taxes, as additional rent. Forge will provide a letter of credit of approximately $661,000 as a security deposit. The agreement is reported as a material definitive agreement and creates a direct financial obligation.
Forge Global Holdings, Inc. disclosed that an executive, Mr. Rodriques, voluntarily forfeited all 155,935 restricted stock units (RSUs) that were part of an RSU grant approved at the company’s 2023 annual meeting of stockholders. The filing states the forfeiture was for no consideration and that the forfeited shares will be available for the company to use to attract, motivate, and retain key personnel. The action reduces outstanding contingent equity under that grant and increases the pool of shares the company can reallocate for future compensation purposes.
Forge Global Holdings, Inc. filed an amended Form 8-K disclosing that it has included an Audited Statement of Assets Acquired and Liabilities Assumed of Accuidity as of July 1, 2025, with notes and an independent auditor's report by Wild, Maney & Resnick, LLP, filed as Exhibit 99.1. The SEC, via a letter dated July 24, 2025, advised the company that the audited statement may be provided in lieu of Accuidity's historical financial statements and any pro forma financial statements for purposes of complying with the requirements of Rule 3-05 of Regulation S-X.
Forge Global Holdings, Inc. (FRGE) filed this Form 8-K/A to amend the Form 8-K furnished on July 30, 2025. The sole purpose is to correct non-cash adjustments related to the valuation and accounting presentation of the company’s warrant liabilities as of June 30, 2025. A revised earnings press release (Exhibit 99.1) and updated supplemental investor materials (Exhibit 99.2) dated August 1, 2025 have been furnished to align all public disclosures with the figures that will appear in the forthcoming Q2 2025 Form 10-Q. No other information in the original filing has been changed. The furnished materials are not deemed “filed” for Exchange Act liability purposes.
Forge Global Holdings held its 2025 Annual Meeting of Stockholders on June 20, with 69.27% of voting shares represented. Key outcomes include:
- Director Elections (Passed): All three Class III directors were elected: - Kelly Rodriques (5.79M votes for) - Ashwin Kumar (5.56M votes for) - Brian McDonald (6.31M votes for)
- Executive Compensation Vote (Failed): Shareholders rejected the "say-on-pay" proposal with 4.45M votes against versus 1.61M votes for, signaling significant dissatisfaction with executive compensation practices
- KPMG Appointment (Approved): Shareholders overwhelmingly ratified KPMG LLP as independent auditor with 99.98% approval (8.67M votes for)
- Stock Option Plan Amendment (Rejected): Proposal to amend the 2022 Stock Option and Incentive Plan was defeated with 4.87M votes against versus 1.19M votes for, indicating shareholder resistance to potential equity dilution