DEFA14A: Schwab to Acquire Forge Global for $660M

The Charles Schwab Corporation has agreed to acquire Forge Global Holdings, Inc. in an all-cash transaction valued at approximately $660 million, aiming to create a premier private markets platform.

Summary

• The Charles Schwab Corporation will acquire Forge Global Holdings, Inc. in an all-cash transaction.
• The transaction is valued at approximately $660 million, with Forge stockholders receiving $45 cash per common share.
• The acquisition aims to combine Forge's leading private market platform with Schwab's extensive reach to create a comprehensive, transparent, and scalable private markets platform.
• Forge has facilitated over $17 billion in private company share transactions from its inception through September 30, 2025.
• The transaction is expected to close in the first half of 2026, subject to regulatory and shareholder approvals.
• Forge's two largest stockholders, Motive Capital and Deutsche Börse, have entered into agreements committing to support the transaction.

Sentiment

Score: 9

Explanation: The announcement is overwhelmingly positive, detailing a strategic acquisition with clear benefits for both companies, their clients, and the broader private markets. The all-cash transaction and commitment from major stockholders indicate strong confidence and a smooth path forward, despite standard merger-related risks and employee uncertainty.

Positives

• Forge will gain significant scale, resources, and reach through Schwab's 46 million client accounts and over $11 trillion in client assets.
• The acquisition accelerates Schwab's strategy to deliver private market capabilities to retail and advisor clients.
• Private companies will benefit from new options to attract capital, provide liquidity to shareholders and employees, and manage equity programs more efficiently.
• Investors, from institutions to individual clients, will gain new ways to access the private asset class through trusted channels and thoughtfully designed products.
• The combination is expected to deepen liquidity, improve transparency, and further democratize access to private markets.
• Forge's forthcoming interval funds are designed to broaden access to private market exposure with lower costs and reduced minimums.

Negatives

• Change, even exciting change, can feel uncertain for employees, with details about team or role impacts not yet fully known.
• Disruption of management time from ongoing business operations due to the proposed merger.
• Potential effects on the ability of Forge to retain customers, key personnel, and maintain relationships with suppliers and partners.

Risks

• The occurrence of any event, change, or circumstances that could give rise to the termination of the Agreement and Plan of Merger.
• The risk that Forge's stockholders may not approve the transaction.
• The risk that 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 the potential impact of general economic, political, and market factors on the parties to the proposed merger or the proposed merger.

Future Outlook

The acquisition is expected to accelerate Schwab's strategy to deliver private market capabilities, deepen liquidity, improve transparency, and democratize access to private markets. The combined entity aims to redefine how private markets operate, providing new options for companies to raise capital and for investors to access the innovation economy. The private wealth capital allocated to alternative asset classes is projected to grow significantly from $4 trillion today to $13 trillion by 2032, indicating strong market momentum.

Management Comments

• "Today marks a defining moment in Forges journey: The Charles Schwab Corporation has agreed to acquire Forge Global in an all-cash transaction." Kelly Rodriques, CEO of Forge Global Holdings, Inc.
• "By joining Schwab, were combining the leading private market platform with one of the worlds most trusted names in investing. Together, well create the industrys most comprehensive, transparent, and scalable private markets platform." Kelly Rodriques, CEO of Forge Global Holdings, Inc.
• "Our acquisition of Forge builds on more than half a century of Schwab innovating on behalf of individual investors, advisors and employers." Rick Wurster, President and CEO of Charles Schwab.
• "Through Forges leading marketplace, were uniquely positioned to deepen liquidity, improve transparency, and further democratize access to this increasingly important source of wealth creation for investors." Rick Wurster, President and CEO of Charles Schwab.
• "This combination will transform how the private market works. With Schwabs reach and Forges solutions, private companies will gain access to liquidity and new growth options from an expanded market of qualified retail investors, while investors will gain new ways to invest in the innovation economy." Kelly Rodriques, CEO of Forge Global Holdings, Inc.
• "Access to Schwabs 46 million client accounts and $11.6 trillion in client assets creates a strong distribution platform for private securities." Rick Wurster, President and CEO of Charles Schwab.

Industry Context

The acquisition aligns with a multi-decade industry trend of rising investor demand for broader diversification and increasing allocation of private wealth capital to alternative asset classes, projected to grow from $4 trillion to $13 trillion by 2032. Schwab's move into direct private market access, following its recent launch of Schwab Alternative Investments Select and Schwab Private Issuer Equity Services, positions it to capitalize on the growing pool of private companies remaining private for longer. This strategic move by a major financial services provider like Schwab signals a significant validation and acceleration of the private markets' integration into mainstream investment portfolios.

Comparison to Industry Standards

• Schwab's acquisition of Forge positions it to create the "industry's most comprehensive, transparent, and scalable private markets platform," leveraging Schwab's "industry-leading reach" across 46 million accounts and $11.6 trillion in client assets.
• The move builds on Schwab's existing offerings like Schwab Alternative Investments Select, available to eligible retail clients with over $5 million in household assets, and Schwab Private Issuer Equity Services, which brings Schwab's experience in managing equity programs for large public companies to private firms.
• The transaction is designed to address the broader market trend where private wealth capital allocated to alternative asset classes is expected to grow from $4 trillion today to $13 trillion by 2032, indicating Schwab's intent to capture a significant share of this expanding market.
• Forge's historical transaction volume of over $17 billion in private company shares traded through September 30, 2025, demonstrates its established leadership in the private market sector, which Schwab is now integrating.

Stakeholder Impact

• Shareholders (Forge): Will receive $45 cash per common share, subject to approval. Major stockholders (Motive Capital, Deutsche Börse) have committed to support.
• Employees (Forge): Acknowledged uncertainty regarding team/role impacts, but also presented with opportunities for scale, resources, and broader reach as part of Schwab.
• Customers/Clients (Forge & Schwab): Forge clients will benefit from Schwab's extensive reach and resources. Schwab clients will gain enhanced access to private markets through a trusted platform.
• Private Companies: Will gain new options for capital raising, shareholder liquidity, and equity program management.
• Investors: Will gain new ways to access the private asset class through trusted channels, custody accounts, and thoughtfully designed products, potentially with lower costs and reduced minimums.

Next Steps

• Forge will host two all-hands meetings on November 6, 2025, to discuss the announcement and answer employee questions.
• The transaction is subject to regulatory and shareholder approvals.
• Forge will file a proxy statement on Schedule 14A with the SEC, and other relevant materials, which will be mailed to stockholders.
• The transaction is expected to close in the first half of 2026.
• Until closing, it is "business as usual" for Forge, maintaining its mission and commitment to clients and partners.

Key Dates

Recommendation

For Forge shareholders, the definitive all-cash acquisition at $45 per share represents a clear and immediate value realization, making it a strong 'buy' for those looking to capture this premium if the current price is below $45, assuming the deal closes. For Schwab, this strategic acquisition significantly enhances its competitive position in the rapidly growing private markets sector, aligning with major industry trends and leveraging its vast client base and assets. The deal is expected to accelerate Schwab's growth and diversification, making it a 'strong buy' for long-term investors who believe in the strategic value of expanding into private markets.

Keywords

Forge Global, Charles Schwab, Acquisition, Private Markets, FRGE, SCHW, Merger, Financial Services, Investment Platform, Liquidity, Private Equity, Alternative Investments