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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000949497-25-000005 0000949497 XXXXXXXX LIVE 2 Common Stock 11/05/2025 true 0001827821 34629L202 Forge Global Holdings, Inc. 4 EMBARCADERO CENTER FLOOR 15 SAN FRANCISCO CA 94111 Deutsche Boerse AG (001) 49 69 2110 Mergenthalerallee 61 Attn: Maximilian Weissenrieder Eschborn 2M 65760 0000949497 DEUTSCHE BORSE AG OO 2M 1614146 0 1614146 0 1614146 N 11.9 CO Common Stock Forge Global Holdings, Inc. 4 EMBARCADERO CENTER FLOOR 15 SAN FRANCISCO CA 94111 Item 1 of the Amended Schedule 13D (as defined below) is hereby amended and supplemented as follows: This Amendment No. 2 to the Schedule 13D (the "Amendment No. 2") amends and supplements certain items of the Schedule 13D related to the Common Stock of the Issuer, originally filed by the Reporting Person with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed on August 12, 2025 (as amended, the "Amended Schedule 13D"). All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D. Except as otherwise provided herein, each item of the Amended Schedule 13D remains unchanged. Item 6 of the Amended Schedule 13D is hereby amended and supplemented as follows: On November 5, 2025, The Charles Schwab Corporation ("Parent"), Ember-Falcon Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer entered into an Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), which provides, among other things, for the merger of the Issuer with and into Merger Sub (the "Merger"), with Merger Sub to survive the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement. As a condition to Parent's willingness to enter into the Merger Agreement, Parent and the Reporting Person have entered into a support agreement (the "Support Agreement"), pursuant to which the Reporting Person has undertaken to, among other things, vote all of its shares of the Common Stock in favor of the Merger Agreement and the approval of the transactions contemplated thereby and against other acquisition proposals involving the Issuer. The Support Agreement will automatically terminate upon the occurrence of certain events, including a termination of the Merger Agreement. The description of the Support Agreement is qualified in its entirety by reference to such agreement, a copy of which is included as Exhibit 3 hereto and incorporated herein by reference. The Issuer's entry into the Merger Agreement triggered a put/call right under the shareholders' agreement governing Forge Europe GmbH, an entity in which the Issuer has a majority interest and the remaining interest of which is held by the Reporting Person. The Issuer has exercised its right to acquire all the equity securities of Forge Europe GmbH held by the Reporting Person (the "Forge Europe GmbH Transaction"). The Forge Europe GmbH Transaction is expected to close simultaneously with the Merger. Item 7 of the Amended Schedule 13D is hereby amended and supplemented by appending new Exhibit 3 (Support Agreement, dated as of November 5, 2025, by and between The Charles Schwab Corporation and Deutsche Borse AG). [***] Certain personal information has been redacted pursuant to Item 601(a)(6) of Regulation S-K. DEUTSCHE BORSE AG /s/ Maximilian Weissenrieder Maximilian Weissenrieder, Managing Director 11/06/2025 /s/ Markus Hablizel Markus Hablizel, Director 11/06/2025