- Forge Global shareholders approved Charles Schwab’s acquisition, with ~69.81% of votes cast in favor and ~69.97% of voting power represented.
- Schwab will pay $45 per share in cash (about $660 million), implying roughly a 72–75% premium to Forge’s pre-announcement trading price.
- The deal is targeted to close in the first half of 2026, pending regulatory approvals and other customary conditions, with key institutional holders backing the merger.
- Disclosure-related shareholder lawsuits remain a risk, prompting Forge to issue supplemental proxy disclosures on valuation, committee independence, and the sale process.
Read More
The recent shareholder approval of the Forge-Schwab deal confirms a critical legal and structural hurdle has been cleared, but it is only one of several remaining gates before the transaction closes in 1H 2026. With approximately 70% quorum and ~69.8% voting in favor, the vote was decisively supportive though not overwhelming—reflecting potential residual dissent among minority holders.
The deal’s valuation—$45 per share cash for Forge, amounting to ~$660 million—is anchored in a steep premium over pre-announcement trading levels (≈ 72-75%) which reflects both the distressed trading status of Forge prior to deal talks and Schwab’s strategic urgency in entering the private-market access space.
Strategically, Schwab gains immediate private-market platform infrastructure, an existing marketplace that has transacted over $17 billion in private company shares, proprietary data capabilities, and institutional relationships with both investors and issuers. Forge adds technological and trading ecosystem strength; Schwab adds scale, regulatory, and distribution muscle—46 million accounts and $11.6 trillion in client assets.
However, there are key risks. Litigation around proxy disclosures remains a wildcard—Forge has issued supplemental materials, but whether those fully address all concerns (e.g. over valuation, special committee structure, sale process) will be tested in courts. Regulatory approvals—both antitrust and financial regulation—pose another point of potential friction. Finally, integration risk looms: beyond closing, Schwab needs to convert platform infrastructure, protect liquidity, manage investor qualification constraints, and ensure profitability in what has been a losing business for Forge.
Open questions remain: How and when will Schwab roll out private-market access to its mass retail clients versus only UHNWs and advisors? What are the profit and cost synergies? What responsibilities and exposure will Schwab assume as a platform in less liquid, less transparent private markets? And, how aggressive will regulators be in evaluating the deal’s impact on competition, transparency, and investor protection? These will shape whether the deal is transformative—or merely an expensive positioning move.
Supporting Notes
- At Forge’s special stockholder meeting held Jan 22, 2026, 9,687,311 shares were represented (69.97% voting power), satisfying quorum. Approximately 69.81% of votes cast approved the merger agreement, and 68.95% approved compensation arrangements. ([nasdaq.com](https://www.nasdaq.com/press-release/forge-global-announces-stockholder-approval-merger-2026-01-22?utm_source=openai))
- The transaction value is approximately $660 million with a per-share cash payment of $45, unanimously approved by Forge and Schwab boards. ([businesswire.com](https://www.businesswire.com/news/home/20251106844014/en/Charles-Schwab-to-Acquire-Forge-Global-Creating-Premier-Destination-to-Democratize-Access-to-Private-Markets?utm_source=openai))
- The $45 per share price represented a ~72–75% premium over Forge’s recent trading price prior to deal announcement. ([ft.com](https://www.ft.com/content/ffa0dabd-7e87-4327-b788-73e8fb598de3?utm_source=openai))
- Forge’s platform has facilitated more than $17 billion in private company share transactions since inception. ([napa-net.org](https://www.napa-net.org/news/2025/11/schwab-to-acquire-forge-global-in-%24660m-deal-to-expand-private-market-access/?utm_source=openai))
- Schwab brings to the deal ~46 million accounts and ~US$11.6 trillion in client assets under management. ([techi.com](https://www.techi.com/charles-schwab-acquires-forge-global-660-million-deal/?utm_source=openai))
- Legal risk: multiple shareholder lawsuits in Illinois, New York, and California claim Forge’s proxy materials were materially misleading/incomplete; supplemental disclosures have been issued covering sale process, special committee independence, valuation. ([tipranks.com](https://www.tipranks.com/news/company-announcements/forge-global-issues-supplemental-disclosures-amid-schwab-merger?utm_source=openai))
- The deal requires regulatory approvals and Forge shareholder consent; expected to close in first half of 2026. ([businesswire.com](https://www.businesswire.com/news/home/20251106844014/en/Charles-Schwab-to-Acquire-Forge-Global-Creating-Premier-Destination-to-Democratize-Access-to-Private-Markets?utm_source=openai))