Forge Global Holdings, Inc. 8-K

What Happened

• Forge Global Holdings, Inc. announced that its stockholders approved the Agreement and Plan of Merger with The Charles Schwab Corporation at a virtual special meeting held on January 22, 2026. Under the Merger Agreement, Ember‑Falcon Merger Sub Inc. (a Schwab subsidiary) will merge with and into Forge, with Forge surviving as a wholly‑owned subsidiary of Schwab.
• The company filed the Form 8‑K on January 23, 2026 and issued a press release on January 22, 2026 announcing the voting results.

Key Details

• Record date: December 9, 2025 — 13,844,606 shares of common stock outstanding and eligible to vote.
• Attendance/quorum: 9,687,311 shares represented (69.97% of outstanding), sufficient for a quorum.
• Merger Agreement vote: 9,666,293 votes FOR; 570 votes AGAINST; 20,448 ABSTAIN.
• Advisory executive compensation vote: 9,547,013 FOR; 55,391 AGAINST; 84,907 ABSTAIN.
• Proposal to adjourn (if needed) was not called because the Merger Agreement was approved.

Why It Matters

• Stockholder approval is a required and material step toward completing the transaction — with the Merger Agreement approved, the deal can move forward toward closing subject to the remaining terms and closing conditions in the agreement.
• The strong FOR votes on both the merger and the advisory compensation proposal indicate broad shareholder support, which reduces execution risk related to shareholder opposition.
• Investors should watch for subsequent filings and announcements (regulatory approvals, closing conditions, timing, and any additional details on integration or expected impacts) as the transaction progresses.