Forge Global Holdings, Inc. 8-K

What Happened

• Forge Global Holdings, Inc. filed an 8-K on March 2, 2026 announcing the closing of its merger with The Charles Schwab Corporation (the “Merger”). As of the Effective Time, Forge became a wholly owned subsidiary of Schwab. The Merger caused immediate changes to equity awards, the board of directors and executive officers, and resulted in a request to delist Forge’s common shares from the NYSE.

Key Details

• Stock awards: All outstanding Forge stock options were cancelled; holders received cash only if the Per Share Merger Consideration exceeded the option exercise price (options with exercise price ≥ Per Share Merger Consideration were cancelled for no consideration).
• RSUs/RSAs/PSUs: Forge restricted stock units (RSUs), restricted shares (RSAs) and performance stock units (PSUs) were converted into Schwab equivalents based on an "Equity Award Exchange Ratio" (Per Share Merger Consideration divided by the 5-day average Schwab closing-sale price ending the trading day before Closing, rounded to the nearest 0.0001). Schwab RSUs tied to PSUs will no longer be performance-based; certain Schwab RSUs vest accelerated on a Schwab-terminated severance within 12 months after Closing.
• Corporate control and leadership: All pre‑merger Forge directors ceased serving. At the Effective Time, Richard A. Wurster, Michael Verdeschi and Jonathan Craig (formerly Merger Sub directors) became directors of the surviving company. Richard Wurster became President & CEO; Michael Verdeschi became VP & CFO; Jonathan Craig, Michael Hecht, Kristopher Tate, Mark Tellini, Adam Goethe and F. Aubrey Thacker assumed specified VP/secretary/treasury/controller roles.
• Listing/filing actions: On March 2, 2026 Forge notified the NYSE of the delisting and requested Form 25 filing with the SEC. Forge intends to file Form 15 within 10 days of the Form 25 to terminate registration under Section 12(g) and suspend reporting under Sections 13(a) and 15(d) of the Exchange Act.

Why It Matters

• For shareholders: The company is now a Schwab subsidiary, shares will be delisted and Forge reporting and registration are expected to be terminated, which affects public trading and reporting transparency. Equity holders with options and awards should review the conversion/cash-out mechanics and tax treatment described in the Merger Agreement to understand any cash payments or new Schwab equity positions.
• For investors tracking management: The merger replaced Forge’s board and appointed Schwab-aligned leadership, signaling full integration under Schwab control.