The Charles Schwab Corporation (NYSE:SCHW) entered into an agreement and plan of merger to acquire Forge Global Holdings, Inc. (NYSE:FRGE) from Motive Capital Management, LLC, Deutsche Börse AG (XTRA:DB1), Kostka Llc, and others for approximately $650 million on November 5, 2025. Under the terms of the agreement, Schwab will acquire all of Forge?s issued and outstanding common shares for $45 cash per common share. If Forge terminates the merger agreement to pursue a superior proposal, Forge will be obligated to pay Schwab a termination fee of $25.74 million.

The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders, subject to antitrust regulations and subject to statutory approval. The Special Committee of Forge?s Board of Directors has unanimously determined that the transaction is advisable and in the best interests of the company and its shareholders. The Boards of Directors of both Schwab and Forge have unanimously approved the transaction. The transaction is expected to close in the first half of 2026. The transaction is expected to be accretive. However, it is not expected to have a material impact on near-term financials. As of January 22, 2026, Forge?s stockholders approved all proposals related to the transaction.

Stephen M. Kotran and Bradley S. King of Sullivan & Cromwell LLP acted as legal advisor for Forge Global Holdings, Inc. Financial Technology Partners LP and FTP Securities LLC acted as financial advisor for Special Committee of Forge?s Board of Directors with a fee of $11.34 million. Jeffrey R. Wolters of Patricia O. Vella of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor for a Special Committee of Forge?s Board of Directors. J.P. Morgan Securities LLC acted as financial advisor for The Charles Schwab Corporation. The team of Wachtell, Lipton, Rosen & Katz LLP led by Michael Hecht, Mark Tellini, Matthew M. Guest, Nathaniel R. Ludewig, Christina C. Ma, Richard K. Kim, David E. Kahan, Justin R. Orr and Joshua M. Holmes acted as legal advisor for The Charles Schwab Corporation. MacKenzie Partners, Inc. acted as information agent for Forge Global Holdings, Inc. with a fee of $19,500. Financial Technology Partners LP and FTP Securities LLC acted as fairness opinion provider for Special Committee of Special Committee of Forge?s Board of Directors.

The Charles Schwab Corporation (NYSE:SCHW) completed the acquisition of Forge Global Holdings, Inc. (NYSE:FRGE) from Motive Capital Management, LLC, Deutsche Börse AG (XTRA:DB1), Kostka Llc, and others on March 2, 2026.