Forge Global Holdings Inc

Item 1A. Risk Factors

TOthere h than the risk factors noted below, there have been no material changes from the risk factors previously described in the section titled "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year December 31, 2024.

The announcement and pendency of our agreement to be acquired by The Charles Schwab Corporation may have an adverse effect on our business, operating results and our stock price, and may result in the loss of employees, customers, suppliers, and other business partners.

On November 5, 2025, we entered into an Agreement and Plan of Merger (the Schwab Merger Agreement) by and among the Company, The Charles Schwab Corporation, a Delaware corporation (Schwab), and Ember-Falcon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Schwab (Merger Sub), pursuant to which, among other things, on the terms and subject to the conditions set forth in the Schwab Merger Agreement, Merger Sub will be merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Schwab. We are subject to risks in connection with the announcement and pendency of the Merger, including, but not limited to, the following:

market reaction to the announcement of the Merger;

market assessments of the likelihood that the Merger will be consummated;

the merger consideration paid per share will not be increased to account for any positive changes in our business, assets, liabilities, prospects, outlook, financial condition, or results of operations during the pendency of the Merger, including any successful execution of our current strategy as an independent company or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;

potential adverse effects on our relationships with our current customers, suppliers and other business partners, or those with which we are seeking to establish business relationships, due to uncertainties about the Merger;

the pendency and outcome of the legal proceedings that may be instituted against us, our directors, executive officers and others relating to the transactions contemplated by the Schwab Merger Agreement; and

the possibility of disruption to our business, including increased costs and diversion of management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to us.

The Merger is subject to certain conditions, some or all of which may not be satisfied, and the Merger may not be completed on a timely basis, if at all.

The obligations of the Company and Schwab to complete the Merger are subject to the satisfaction or waiver of a number of conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the HSR Act and receipt of certain other regulatory approvals customary for a transaction of this type, (ii) the adoption of the Schwab Merger Agreement by the Requisite Company Vote (as defined in the Schwab Merger Agreement) of our stockholders; and (iii) since the date of the Schwab Merger Agreement, no material adverse effect has occurred and is continuing.

Although we and Schwab have agreed in the Schwab Merger Agreement to use our reasonable best efforts to consummate the Merger as promptly as practicable, many of the closing conditions are not within our or Schwabs control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to November 5, 2026, it is possible that the Schwab Merger Agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within the expected timeframe. There can be no assurance that all closing conditions will be satisfied or waived, or that the Merger will be completed, within the expected timeframe or at all.

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If the parties determine to waive any of the conditions to the closing of the Merger, such decision may have an adverse effect on us and our stockholders.

Failure to complete the Merger could negatively affect our stock price and our future business and financial results.

If the Merger is not completed, our ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the Merger, we will be subject to a number of risks, including the following:

the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Merger will be completed;

we may experience negative reactions from our employees and may not be able to retain key management personnel and other key employees;

we will have incurred, and will continue to incur, significant non-recurring costs in connection with the Merger that we may be unable to recover;

we may experience negative reactions from the financial markets or from suppliers, customers and regulators;

time and resources committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities for us;

we could owe a termination fee of $25.74 million (the Termination Fee) to Schwab under certain circumstances;

if the Schwab Merger Agreement is terminated and our board of directors seeks another business combination, there can be no assurance that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms to which Schwab has agreed in the Schwab Merger Agreement; and

litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us or Schwab to perform our and their respective obligations pursuant to the Schwab Merger Agreement.

If any of these risks materialize it could materially adversely impact our ongoing business, financial condition, financial results and stock price. Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger.

We will incur significant transaction costs in connection with the Merger.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the Merger. These costs have been, and will continue to be, substantial and, in certain cases, will be borne by us whether or not the Merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to legal and financial advisors. Any litigation that may result from the announcement, pendency or completion of the Merger has the potential to impose additional substantial expenses on us. If the Merger is not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the Merger for legal and accounting fees and other costs and expenses, much of which will be incurred even if the Merger is not completed. If our board of directors (acting upon the recommendation of the independent and disinterested special committee of the board of directors) has determined in good faith (after consultation with outside legal counsel and its financial advisors) that an acquisition proposal constitutes a Superior Proposal (as defined in the Schwab Merger Agreement), then we may terminate the Schwab Merger Agreement to enter into an agreement with respect to such Superior Proposal, subject to compliance with the procedures specified in the Schwab Merger Agreement and payment of a termination fee of the Termination Fee.

If the proposed Merger is not completed, we may explore other potential transactions, but alternatives may be less favorable to us.

Completion of the Merger will require significant time, attention, and resources of our senior management and others within the Company, potentially diverting their attention from other business opportunities that might benefit us. If the proposed Merger is not completed, the Company may explore other strategic alternatives with another party or parties. An alternative transaction may have terms that are less favorable to us than the terms of the proposed Merger, or we may be unable to reach agreement with any third-party on an alternate transaction that we would consider to be reasonable. Any future transaction may be subject to further stockholder approval, and there is no guarantee that we would be able to obtain such stockholder approval in favor of any such sale or other transaction.

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We are subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect our business, operating results and our stock price.

Under the terms of the Schwab Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, generally requiring us to conduct our businesses in all material respects in the ordinary course of business, to use reasonable best efforts to cooperate in seeking regulatory approvals, and to not engage in certain specified activities without Schwabs prior consent. We may find that these and other obligations in the Schwab Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and board of directors think such responses may be advisable. Such limitations could adversely affect our business, operating results and our stock price and our perceived acquisition value, regardless of whether the Merger is completed. These risks described may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.

Litigation relating to the proposed transaction may be filed against us and our board of directors in the future, which could prevent or delay the completion of the proposed transaction or result in the payment of damages.

Lawsuits arising out of or relating to the Schwab Merger Agreement may be filed in the future. The outcome of any litigation is uncertain and any such lawsuits could prevent or delay the Merger. Accordingly, if a plaintiff is successful in obtaining an injunction, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe.