Forge Global Holdings, Inc.

Capital Markets • Financial Services • San Francisco, CA, United States • FRGE (NYQ)

415 881 1612 4 Embarcadero Center, San Francisco, CA 94111, United States

Quarter: Q1 2026 Reported: January 14, 2026 Sentiment: Positive

Forge Global Holdings, Inc. operates a financial services platform in California. The company's platform solutions include marketplace solutions, a private market platform which is designed to connect buyers looking to invest in private companies and sellers of company shares and related products; private company solutions, a private company to deliver comprehensive, tailored solutions for their liquidity and capital formation; asset management solutions for fund creation and management, redemption of fund units, and secured cash management; and data solutions for derived data and indices. It also provides custody solutions for self-directed IRA accounts and custody-as-a-service. The company was founded in 2014 and is headquartered in San Francisco, California.

Analysis Summary

Forge Global Holdings, Inc. filed a Form 8-K detailing updates regarding its previously announced merger with The Charles Schwab Corporation. The filing primarily addresses four lawsuits filed against the company and its board, alleging materially incomplete and misleading disclosures in the definitive proxy statement concerning the merger. The company explicitly denies these allegations, asserting they are without merit, but has opted to voluntarily supplement the proxy statement to minimize the risks of litigation delaying or adversely affecting the merger. These supplements include clarifications on the engagement of FT Partners as a financial advisor, the independence of Special Committee members, and the non-conditionality of Schwab's offers on management's post-merger employment.

Key financial information presented within the supplemental disclosures includes 'Base Case Projections' used for the Special Committee's financial advisor's opinion. These projections forecast Net Revenue to grow from an estimated $104.4 billion in 2025 to $139.1 billion in 2026, and further to $175.9 billion in 2027. Adjusted EBITDA is projected to significantly improve from a loss of $28.5 billion in 2025 to a positive $5.1 billion in 2026, reaching $30.1 billion in 2027. Unlevered Free Cash Flow is also projected to turn positive in 2026 at $25.0 billion. The financial advisor's valuation analyses, including selected public companies and discounted cash flow, utilized these projections, with a WACC range of 14.5% to 20.0% and terminal EBITDA multiples of 10.0x to 16.0x. The Special Meeting for stockholders to vote on the merger is scheduled for January 22, 2026. The company remains committed to the merger, emphasizing that the agreement is substantially final and that the supplemental disclosures are a precautionary measure.

Key Highlights

• Merger with The Charles Schwab Corporation is progressing, with the agreement substantially final.
• Four lawsuits filed challenging the adequacy of merger proxy statement disclosures.
• Company denies litigation claims but voluntarily supplemented proxy statement to avoid delays.
• Special Meeting for stockholders to vote on the merger is scheduled for January 22, 2026.
• Base Case Projections forecast Net Revenue to reach $139.1 billion in 2026, a 33.3% YoY growth.
• Adjusted EBITDA is projected to turn positive at $5.1 billion in 2026 from a loss in 2025.
• Supplemental disclosures clarify financial advisor engagement, committee independence, and offer terms.

Financial Metrics

eps

revenue

139107 million

YoY: 33.3% (2026E vs 2025E)

guidance

net income

5059 million

YoY: Turnaround from negative (2026E vs 2025E)

Stock Performance (90 Days)

Data through Feb 13, 2026

Layoff Events

Earnings Calls

Positive Signals

• Merger agreement with Charles Schwab is substantially final.
• Company believes litigation claims are without merit and is proceeding with the merger.
• Voluntary supplementation of proxy statement aims to avoid merger delays.
• Base Case Projections indicate strong future revenue growth and a shift to positive Adjusted EBITDA and Unlevered Free Cash Flow.
• Schwab previously increased its offer price from $42.50 to $45.00 per share.

Risks & Concerns

— Litigation challenging the merger and proxy statement disclosures.
— Risk of claims delaying or adversely affecting the merger.
— Failure to obtain necessary regulatory approvals or satisfy other closing conditions.
— Disruption of management time from ongoing business operations due to the proposed Merger.
— Effects of the announcement, pendency or completion of the proposed Merger on the ability of the Company to retain customers and key personnel.