SCHEDULE: Forge Global to Merge with Charles Schwab

Motive Capital and other key shareholders commit to supporting Forge Global's merger with The Charles Schwab Corporation.

Summary

• Forge Global Holdings, Inc. has entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Charles Schwab Corporation ("Parent") and Ember-Falcon Merger Sub, Inc., a wholly-owned subsidiary of Parent.
• Subject to the terms, Ember-Falcon Merger Sub, Inc. will merge with and into Forge Global, with Forge Global surviving as a wholly-owned subsidiary of Parent.
• Concurrently with the Merger Agreement, Motive Capital Fund I-A, LP, Motive Capital Fund I-B, LP, Motive Capital Fund I-MPF, LP, MCF2 FG Aggregator, LLC, and Motive Capital Funds Sponsor, LLC (collectively, the "Supporting Stockholders") entered into a Support Agreement with Parent.
• The Supporting Stockholders collectively beneficially own 2,107,775 shares of Forge Global Common Stock, representing 15.50% of the 13,601,362 shares outstanding as of August 6, 2025.
• Motive Capital Funds Sponsor, LLC also holds warrants to purchase an additional 492,444 shares of Common Stock.
• Under the Support Agreement, the Supporting Stockholders have agreed to vote all their shares in favor of the adoption of the Merger Agreement and against any competing acquisition proposals.
• The Supporting Stockholders have also agreed to restrictions on transferring their shares until the merger is adopted by Forge Global stockholders or the Support Agreement terminates, with exceptions for certain permitted transfers.

Sentiment

Score: 8

Explanation: The filing details a definitive merger agreement with a reputable acquirer (Charles Schwab) and strong shareholder support, indicating a high probability of transaction completion. This is generally positive for the acquired company's shareholders, providing a clear exit strategy.

Positives

• A definitive merger agreement with a major financial institution, The Charles Schwab Corporation, provides a clear strategic direction and potential exit for Forge Global shareholders.
• The commitment from significant shareholders (Motive Capital entities) through a Support Agreement substantially increases the likelihood of the merger's successful completion.
• The merger offers a defined valuation and liquidity event for Forge Global's equity holders.

Negatives

• Forge Global Holdings, Inc. will cease to be an independent publicly traded company, becoming a wholly-owned subsidiary of The Charles Schwab Corporation.
• The Supporting Stockholders are subject to transfer restrictions on their shares, limiting their ability to sell or dispose of their holdings until the merger is adopted or the Support Agreement terminates.
• Other Forge Global shareholders will no longer have a direct investment in an independent Forge Global entity post-merger.

Risks

• The Merger Agreement could be terminated if certain conditions are not met or if specific events occur.
• Forge Global's board of directors could change its recommendation regarding the merger, which would automatically terminate the Support Agreement.
• While Supporting Stockholders are obligated to vote against them, a competing acquisition proposal could still emerge, potentially complicating the current merger plan.

Future Outlook

Forge Global Holdings, Inc. is expected to become a wholly-owned subsidiary of The Charles Schwab Corporation following the completion of the merger, subject to shareholder approval and other closing conditions.

Industry Context

This acquisition signifies a strategic move by The Charles Schwab Corporation, a major player in retail brokerage and financial services, to potentially expand its capabilities or market reach, possibly into private markets or related fintech areas where Forge Global operates. It reflects ongoing consolidation and strategic investments within the financial technology sector.

Corporate Governance

Related Party Transactions

• The Support Agreement is a transaction between The Charles Schwab Corporation and the Supporting Stockholders (Motive Capital entities), who are significant shareholders of Forge Global.
• The various Motive Capital entities are related parties to each other and are acting as a group in this filing regarding their beneficial ownership and voting commitments.

Stakeholder Impact

• Shareholders (Supporting Stockholders): Their voting rights are committed to the merger, and their ability to dispose of shares is restricted, ensuring their support for the transaction.
• Other Shareholders: The merger will likely result in them receiving cash or stock consideration from Charles Schwab, transforming their investment in Forge Global.
• Forge Global (Company): Will transition from an independent public company to a wholly-owned subsidiary of The Charles Schwab Corporation, impacting its operational autonomy and strategic direction.
• The Charles Schwab Corporation: Will acquire Forge Global, potentially expanding its market presence or capabilities in private markets or fintech.

Next Steps

• Forge Global stockholders will need to vote on the adoption of the Merger Agreement.
• The merger will proceed to consummation, resulting in Forge Global becoming a wholly-owned subsidiary of The Charles Schwab Corporation.

Key Dates

Recommendation

The filing confirms a definitive merger agreement for Forge Global to be acquired by The Charles Schwab Corporation, with significant shareholder support secured through a Support Agreement. This makes the successful completion of the merger highly probable. Investors should hold their shares to realize the merger consideration, as the stock price is expected to trade near the acquisition price, limiting further upside while exposing them to the risk of the deal falling through.

Keywords

Forge Global, Charles Schwab, Merger, Acquisition, Schedule 13D, Support Agreement, Common Stock, Financial Technology, Fintech, Private Markets