Forge Global Holdings, Inc. 8-K

What Happened

• Forge Global Holdings, Inc. (FRGE) filed an 8-K (Jan 14, 2026) updating investors on the planned merger with The Charles Schwab Corporation (Merger Agreement dated Nov 5, 2025) and supplemental disclosures to its Definitive Proxy Statement (filed Dec 15, 2025). A special meeting of stockholders is scheduled for January 22, 2026.
• Following the proxy filing, four lawsuits were filed challenging the proxy and disclosures (see case captions below). Forge says the claims are without merit, denies liability, but voluntarily supplemented the proxy to avoid delay or litigation risk. The 8-K was signed by CEO Kelly Rodriques (Jan 13, 2026).

Key Details

• Merger parties: Forge Global, The Charles Schwab Corporation, and Ember‑Falcon Merger Sub; Merger Sub will merge into Forge and Forge will become a wholly owned Schwab subsidiary. (Merger Agreement: Nov 5, 2025)
• Stockholder meeting: Special Meeting set for Jan 22, 2026 (Definitive Proxy filed Dec 15, 2025).
• Litigation: Four suits alleging inadequate proxy disclosures — Christina Jocic v. Forge (N.D. Ill., filed Dec 11, 2025), Ryan Carroll v. Forge (N.Y. Sup. Ct., Dec 17, 2025), Anthony Malone v. Forge (N.Y. Sup. Ct., Dec 18, 2025), David Kendig v. Debra Chrapaty et al. (Contra Costa Cnty, CA, Dec 29, 2025). Plaintiffs seek injunctive relief, rescission or damages and fees.
• Supplemental proxy disclosures added: background on Special Committee advisers and members (FT Partners engagement Apr 8, 2024; Special Committee composition includes Mr. Hirji (chair), Brian McDonald, and Larry Leibowitz), clarity that Schwab’s Oct 13, 2025 indication was $42.50/share and a revised Oct 23, 2025 indication was $45.00/share (both not conditioned on executive employment post-close).
• FT Partners disclosures: affiliates beneficially owned 390,639 shares; valuation analyses used EV/revenue multiples (ranges: 3.7x–6.0x for LTM Q3‑2025; 3.3x–5.5x for 2025; 2.9x–4.7x for 2026), DCF terminal multiples of 10.0x–16.0x and discount rates (WACC) of 14.5%–20.0%.
• Base Case Projections table included in supplement (as presented in the filing under “($ in millions)”): Net revenue and other line items for 2024–2030 (e.g., Net Revenue shown as 78,655 for 2024 rising to 276,399 for 2030; Adjusted EBITDA turning positive in 2026 per the table).

Why It Matters

• The 8-K confirms material progress toward an all‑cash acquisition by Schwab (initial indications at $42.50 and $45.00 per share) and sets the timeline (special meeting Jan 22, 2026).
• Lawsuits challenging the proxy could delay or complicate shareholder votes or closing; Forge is supplementing disclosures but denies the allegations. Investors should watch for court developments and any further proxy changes.
• The supplemental financial and advisor disclosures (FT Partners’ engagement, ownership, valuation assumptions and base-case projections) provide more detail about how the Special Committee and its advisor evaluated the deal—useful context when assessing the fairness of the $45.00 per‑share offer.

Read the Definitive Proxy Statement and the 8‑K supplements on the SEC website for full text and exhibits before voting.