Deutsche Börse 13D/A: 1.61M FRGE shares, support for Schwab deal

Rhea-AI Filing Summary

Forge Global Holdings (FRGE): Deutsche Börse AG filed Amendment No. 2 to its Schedule 13D, reporting beneficial ownership of 1,614,146 shares of common stock, representing 11.9% of the class.

On November 5, 2025, The Charles Schwab Corporation, Ember-Falcon Merger Sub, Inc., and Forge Global entered into a Merger Agreement for Forge Global to merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Schwab. As a condition to that agreement, Deutsche Börse entered a Support Agreement to vote all of its shares in favor of the Merger Agreement and the transactions contemplated, and against other acquisition proposals; the Support Agreement terminates upon certain events, including termination of the Merger Agreement. The Merger Agreement triggered a put/call right related to Forge Europe GmbH, and Forge Global exercised its right to acquire all equity securities of Forge Europe GmbH held by Deutsche Börse, with that transaction expected to close simultaneously with the Merger.

Insights

M&A and Ownership Disclosure Analyst

Deutsche Börse backs FRGE–Schwab merger; holds 11.9%.

Deutsche Börse AG reports 1,614,146 common shares of Forge Global, or 11.9%, and has signed a Support Agreement to vote its stake for the proposed merger with The Charles Schwab Corporation. The merger structure combines Forge into Ember-Falcon Merger Sub, which would remain a wholly owned subsidiary of Schwab.

The Support Agreement aligns a significant holder with the transaction and includes termination upon events such as termination of the Merger Agreement. The filing also notes a triggered put/call right tied to Forge Europe GmbH, where Forge exercised its right to acquire Deutsche Börse’s stake.

The Forge Europe GmbH transaction is expected to close simultaneously with the merger, per the excerpt. Actual outcomes depend on meeting the Merger Agreement’s conditions and completion mechanics as described by the parties.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Forge Global Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

34629L202

(CUSIP Number)

Deutsche Boerse AG
Mergenthalerallee 61, Attn: Maximilian Weissenrieder
Eschborn, 2M, 65760
(001) 49 69 2110

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 34629L202

1

Name of reporting person

DEUTSCHE BORSE AG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,614,146.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,614,146.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,614,146.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Forge Global Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4 EMBARCADERO CENTER, FLOOR 15, SAN FRANCISCO, CALIFORNIA , 94111.
Item 1 Comment: Item 1 of the Amended Schedule 13D (as defined below) is hereby amended and supplemented as follows: This Amendment No. 2 to the Schedule 13D (the "Amendment No. 2") amends and supplements certain items of the Schedule 13D related to the Common Stock of the Issuer, originally filed by the Reporting Person with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed on August 12, 2025 (as amended, the "Amended Schedule 13D"). All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D. Except as otherwise provided herein, each item of the Amended Schedule 13D remains unchanged.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Amended Schedule 13D is hereby amended and supplemented as follows: On November 5, 2025, The Charles Schwab Corporation ("Parent"), Ember-Falcon Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer entered into an Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), which provides, among other things, for the merger of the Issuer with and into Merger Sub (the "Merger"), with Merger Sub to survive the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement. As a condition to Parent's willingness to enter into the Merger Agreement, Parent and the Reporting Person have entered into a support agreement (the "Support Agreement"), pursuant to which the Reporting Person has undertaken to, among other things, vote all of its shares of the Common Stock in favor of the Merger Agreement and the approval of the transactions contemplated thereby and against other acquisition proposals involving the Issuer. The Support Agreement will automatically terminate upon the occurrence of certain events, including a termination of the Merger Agreement. The description of the Support Agreement is qualified in its entirety by reference to such agreement, a copy of which is included as Exhibit 3 hereto and incorporated herein by reference. The Issuer's entry into the Merger Agreement triggered a put/call right under the shareholders' agreement governing Forge Europe GmbH, an entity in which the Issuer has a majority interest and the remaining interest of which is held by the Reporting Person. The Issuer has exercised its right to acquire all the equity securities of Forge Europe GmbH held by the Reporting Person (the "Forge Europe GmbH Transaction"). The Forge Europe GmbH Transaction is expected to close simultaneously with the Merger.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Amended Schedule 13D is hereby amended and supplemented by appending new Exhibit 3 (Support Agreement, dated as of November 5, 2025, by and between The Charles Schwab Corporation and Deutsche Borse AG). [***] Certain personal information has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DEUTSCHE BORSE AG

Signature:	/s/ Maximilian Weissenrieder
Name/Title:	Maximilian Weissenrieder, Managing Director
Date:	11/06/2025

Signature:	/s/ Markus Hablizel
Name/Title:	Markus Hablizel, Director
Date:	11/06/2025

FAQ

What ownership does Deutsche Börse report in FRGE under the 13D/A?

Deutsche Börse AG reports beneficial ownership of 1,614,146 Forge Global common shares, representing 11.9% of the class.

What merger involving FRGE is disclosed in this 13D/A amendment?

It discloses a Merger Agreement dated November 5, 2025 among The Charles Schwab Corporation, Ember-Falcon Merger Sub, and Forge Global.

How will the FRGE merger be structured?

Forge Global will merge with and into Ember-Falcon Merger Sub, which will survive as a wholly owned subsidiary of Schwab.

What commitments did Deutsche Börse make regarding the FRGE merger?

Under a Support Agreement, it will vote all its shares in favor of the Merger Agreement and against other acquisition proposals involving Forge Global.

When does the Support Agreement terminate?

It automatically terminates upon certain events, including a termination of the Merger Agreement.

What is the Forge Europe GmbH transaction mentioned?

The merger triggered a put/call right; Forge Global exercised its right to acquire all Forge Europe GmbH equity held by Deutsche Börse, expected to close simultaneously with the merger.