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December 15, 2025

TO THE STOCKHOLDERS OF FORGE GLOBAL HOLDINGS, INC.:

On November 5, 2025, Forge Global Holdings, Inc. (“Forge”) entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “merger agreement”) to be acquired by The Charles Schwab Corporation (“Schwab”), pursuant to which Ember-Falcon Merger Sub, Inc. (“Merger Sub”), an entity formed by Schwab for the sole purpose of effecting the acquisition, will be merged with and into Forge (the “merger”), with Forge surviving the merger as a wholly owned subsidiary of Schwab. A summary of the merger agreement is included in the section of this proxy statement entitled “The Merger Agreement” beginning on page 60, and each of the merger agreement and such summary are incorporated by reference into this notice to the same extent as if fully set forth herein.

If the merger is completed, each share of our common stock, par value $0.0001 per share (our “common stock”), issued and outstanding immediately prior to the effective time of the merger (the “effective time”) (other than shares of our common stock (i) owned by Schwab, Merger Sub or any other wholly owned subsidiary of Schwab, Forge or any wholly owned subsidiary of Forge, and in each case not held on behalf of third parties, and (ii) any shares of our common stock outstanding immediately prior to the effective time and held by a holder who has duly demanded appraisal pursuant to Section 262 of the General Corporation Law of the State of Delaware and has not effectively withdrawn or otherwise waived or lost such right to appraisal with respect to such shares of our common stock (such shares, the “dissenting shares” and the shares described in (i) and (ii) together, the “excluded shares”)) will be converted into the right to receive an amount in cash equal to $45.00 (the “merger consideration”), without interest and less any applicable withholding taxes.

We will hold a special meeting of our stockholders (the “special meeting”) in connection with the proposed merger on January 22, 2026 at 12:00 (Pacific Time) (unless the special meeting is adjourned or postponed), via the Internet at www.virtualshareholdermeeting.com/FRGE2026SM (the “virtual meeting website”), where you will be able to attend the special meeting, vote, and submit your questions. Please note you will not be able to attend the special meeting physically in person.

The board of directors of Forge (the “Board”) formed a special committee comprised solely of independent and disinterested directors (the “Special Committee”) to, among other things, consider, evaluate and negotiate strategic alternatives available to Forge to enhance value to the Forge stockholders. The Special Committee unanimously: (a) determined that the merger agreement and the transactions contemplated by the merger agreement, and the support agreements are advisable, fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares), and (b) recommended that the Board (i) approve and declare advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements, (ii) determine that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares), (iii) direct that the merger agreement be submitted to a vote of our stockholders for adoption, and (iv) resolve, subject to the terms and conditions of the merger agreement, to recommend that our stockholders adopt the merger agreement.

The Board, acting upon the unanimous recommendation of the Special Committee, unanimously: (i) approved and declared advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements; (ii) determined that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares); (iii) directed that the merger agreement be submitted to a vote of our stockholders for adoption at the special meeting; and (iv) resolved, subject to the terms and conditions of the merger agreement, to recommend that our stockholders adopt the merger agreement at the special meeting (the “Board recommendation”).

At the special meeting, Forge stockholders will be asked to consider and vote on (1) the proposal to adopt the merger agreement (the “merger agreement proposal”), (2) the proposal to approve, on a non-binding, advisory basis, certain compensation arrangements for Forge’s named executive officers in connection with the merger, and (3) the proposal to approve any adjournment of the special meeting, if a quorum is present and if necessary or appropriate to solicit additional proxies if there are insufficient votes in favor of the merger agreement proposal at the time of the special meeting. The Board unanimously recommends that Forge stockholders vote “FOR” each of the proposals to be considered at the special meeting.

On November 5, 2025, concurrently with the execution of the merger agreement, Schwab entered into a support agreement with each of (i) Motive Capital Fund I-A, LP, Motive Capital Fund I-B, LP, Motive Capital Fund I-MPF, LP, MCF2 FG Aggregator, LLC and Motive Capital Funds Sponsor, LLC (the “Motive support agreement”), and (ii) Deutsche Börse AG (the “DB support agreement”).

The shares covered by the DB support agreement and Motive support agreement represent approximately 26.38% of the outstanding voting power of our common stock as of the record date.

Your vote is very important, regardless of the number of shares of our common stock that you own. Because Forge stockholders cannot take any action at the special meeting unless a majority of the shares of our common stock outstanding and entitled to vote thereat is represented, it is important that you attend the special meeting virtually or are represented by proxy at the special meeting. The merger cannot be completed unless the merger agreement proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon. Whether or not you plan to attend the special meeting virtually, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-prepaid reply envelope, or submit your proxy by telephone or the Internet. If your shares of our common stock are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, broker or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, broker or other nominee. If your shares of our common stock are held in your name and you fail to return your proxy card, submit your proxy by telephone or via the Internet or vote virtually at the special meeting, or if your shares of our common stock are held in “street name” by your bank, broker or other nominee and you fail to instruct your bank, broker or other nominee to vote your shares of our common stock, then this will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

Forge stockholders who do not vote in favor of the merger agreement proposal, demand appraisal in writing to Forge prior to the special meeting and comply with all applicable requirements of Delaware law will be entitled to rights of appraisal to obtain the fair value of their shares of our common stock. The requirements for exercising appraisal rights are further summarized in the section entitled “Appraisal Rights,” beginning on page 88 of this proxy statement. In addition, a copy of Section 262 of the General Corporation Law of the State of Delaware, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

You have the right to revoke a proxy at any time prior to the taking of the vote at the special meeting. You may revoke your proxy prior to the taking of the vote at the special meeting, by submitting a new proxy to vote your shares of our common stock over the Internet or by telephone (only your latest Internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to Forge prior to the special meeting. In addition, you may revoke your proxy by attending the special meeting and voting your shares of our common stock via the virtual meeting website; however, attending the special meeting will not revoke your written, Internet or telephone proxy, as the case may be, unless you specifically request revocation or vote your shares of our common stock via the virtual meeting website. The accompanying proxy statement provides you with detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. We encourage you to read the entire proxy statement, and its annexes, including the merger agreement, carefully. You may also obtain additional information about Forge from documents we have filed with the U.S. Securities and Exchange Commission. We recommend that you review the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is incorporated by reference into the proxy statement.

If you have any questions or need assistance voting your shares of our common stock, please contact MacKenzie Partners, Inc., our proxy solicitor (“MacKenzie Partners”), by calling toll-free at 1-800-322-2885.

We hope that you will participate in the special meeting because your vote is important. Thank you for your consideration of this matter and your confidence in Forge.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated December 15, 2025, and, together with the enclosed form of proxy, is first being mailed to Forge stockholders on or about December 15, 2025.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE VIRTUAL MEETING WEBSITE, PLEASE VOTE OVER THE INTERNET OR BY CALLING THE TELEPHONE NUMBER USING THE INSTRUCTIONS ON YOUR PROXY CARD OR COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF OUR COMMON STOCK PERSONALLY VIA THE VIRTUAL MEETING WEBSITE, YOUR VOTE AT THE SPECIAL MEETING WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED BY YOU.

Your proxy may be revoked at any time before the vote at the special meeting, or any adjournment or postponement thereof, by following the procedures outlined in the accompanying proxy statement.

Please note that we intend to limit attendance at the special meeting to common stockholders as of the record date (or their authorized representatives). If your shares of our common stock are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares of our common stock or obtain a proxy, executed in your favor, from that record holder giving you the right to vote your shares of our common stock at the special meeting.

The proxy statement of which this notice forms a part provides a detailed description of the merger agreement, the merger and the other transactions contemplated by the merger agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement, or need help voting your shares of our common stock, please contact Forge’s proxy solicitor:

 

MacKenzie Partners, Inc.

7 Penn Plaza, Suite 503

New York, NY 10001

Call toll free: 1-800-322-2885

Email: proxy@mackenziepartners.com

The following are brief answers to certain questions that you, as a stockholder of Forge, may have regarding the merger agreement, the merger, the special meeting and the proposals being considered at the special meeting. Forge urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger agreement, the merger and the special meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

(b) recommended that the Board (i) approve and declare advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements, (ii) determine that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares), (iii) direct that the merger agreement be submitted to a vote of our stockholders for adoption, and (iv) resolve, subject to the terms and conditions of the merger agreement, to recommend that our stockholders adopt the merger agreement.

For further information, see the section entitled “The Merger (Proposal 1)—Recommendations of the Board; Reasons for the Merger” beginning on page 41 of this proxy statement.

In considering the unanimous recommendation of the Board to vote in favor of the merger agreement proposal, Forge stockholders should be aware that Forge’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Forge stockholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger (Proposal 1)—Interests of Forge’s Directors and Executive Officers in the Merger” beginning on page 53 of this proxy statement.

On December 12, 2025, the most recent practicable date before this proxy statement was first mailed to our stockholders, the closing price for our common stock on the NYSE was $44.40 per share of our common stock. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

Forge RSUs. At the effective time, each outstanding Forge RSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge RSU by (ii) the Equity Award Exchange Ratio.

Forge RSAs. At the effective time, each outstanding Forge RSA will be assumed and converted into a Schwab RSA with respect to a number a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of Forge RSAs by (ii) the Equity Award Exchange Ratio.

Forge PSUs. At the effective time, each outstanding Forge PSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge PSU (based on the higher of target performance and actual performance) by (ii) the Equity Award Exchange Ratio. To the extent that an “overachievement payment” (or similar term) is earned in respect of a Forge PSU based on actual performance, the number of shares of our common stock subject to such Forge PSU will be deemed to include the number of shares of our common stock that would have been issued had such payment been fully satisfied in shares of our common stock, and the corresponding Schwab RSU will not include any further right to such a payment.

Each Schwab RSA will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSA and each Schwab RSU will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSU or PSU, as applicable, provided that, (1) the vesting of a Schwab RSU will be accelerated upon a severance-qualifying termination by Schwab of the employment of the holder of the applicable Schwab RSU during the 12-month period commencing on the closing date and (2) Schwab RSUs corresponding to Forge PSUs will no longer be subject to performance-based vesting conditions.

Pursuant to the support agreements, during the Support Period, at the special meeting (and at every postponement, recess, adjournment or continuation thereof), each of the Motive Entities and DB agreed to be represented in person or by proxy at the special meeting in order for the Covered Shares (as defined in the applicable support agreement) to be counted as present for purposes of establishing a quorum and to cause the Covered Shares to be voted in favor of the merger agreement proposal. At the close of business on the record date, (i) the Covered Shares held by the Motive Entities represented approximately 14.71% of the outstanding voting power of our common stock and (ii) the Covered Shares held by DB represented approximately 11.67% of the outstanding voting power of our common stock.

Pursuant to the DB support agreement, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of Forge stockholders, however called, and in connection with any written consent of the stockholders of Forge, in each case, to the extent that DB is entitled to vote its Covered Shares therein in its capacity as a stockholder, DB has agreed to vote or cause to be voted (including by proxy or written consent, if applicable) all such Covered Shares: (a) in favor of the merger agreement proposal; (b) against any acquisition proposal; and (c) against any action, proposal, transaction, agreement or amendment of Forge’s organizational documents, in each case of this clause (c), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of DB contained in the DB support agreement or (2) prevent or materially impede, materially delay, materially interfere with or materially postpone the consummation of the transactions contemplated by the merger agreement, including the merger.

Pursuant to the Motive support agreement, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of Forge stockholders, however called, and in connection with any written consent of the stockholders of Forge, the Motive Entities have agreed to vote or cause to be voted (including by proxy or written consent, if applicable) all such Covered Shares: (a) in favor of the merger agreement proposal; (b) against any acquisition proposal; and (c) against any action, proposal, transaction, agreement or amendment of Forge’s organizational documents, in each case of this clause (c), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Forge contained in the merger agreement, or of the Motive Entities contained in the Motive support agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the merger agreement, including the merger.

Forge Global, Inc., a wholly owned subsidiary of Forge (“Forge Global”), and DB are co-owners of a joint venture, Forge Europe GmbH (“Forge Europe”). Pursuant to the Shareholders Agreement of Forge Europe, in the event of a change of control of Forge Global, Forge Global may exercise a call option pursuant to which Forge Global would acquire DB's stake in Forge Europe (the “Forge Europe option”). During Forge and DB's discussions regarding the DB support agreement, DB expressed its expectation that Forge Global would be exercising the Forge Europe option in connection with the sale of Forge. On November 6, 2025, Forge Global exercised the Forge Europe option.

At the close of business on the record date, (i) the Covered Shares held by the Motive Entities represented approximately 14.71% of the outstanding voting power of our common stock and (ii) the Covered Shares held by DB represented approximately 11.67% of the outstanding voting power of our common stock.

The Special Committee, by unanimous resolution, determined that the support agreements and the transactions contemplated thereby were fair and in the best interests of Forge and Forge stockholders, and recommended that the Board approve the support agreements. The Board, acting upon the recommendation of the Special Committee, approved the support agreements, in each case prior to the execution and delivery of the merger agreement.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisor regarding the particular tax consequences of the merger to you, including any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of our common stock, and each of you notifies Forge in writing of such special arrangements, you will transfer the right to receive the merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote those shares at the special meeting. Even if you sell or otherwise transfer your shares of our common stock after the record date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section entitled “The Merger Agreement—The Special Meeting” beginning on page 72 of this proxy statement).

Whether or not you plan to attend the special meeting by attendance via the virtual meeting website or by proxy, as applicable, we urge you to vote by proxy to ensure your vote is counted. You may still attend the special meeting if you have already voted by proxy. We encourage you to vote over the Internet or by telephone, both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail.

If you are a beneficial owner of shares of our common stock held in “street name,” you may change your instruction to your bank, broker or other nominee, as applicable, by submitting a subsequent instruction to such bank, broker or other nominee, or you may also change your vote by obtaining a legal proxy, executed in your favor from the holder of record, and voting your shares in person at the special meeting.

Failure to strictly comply with all procedures required by Section 262 of the DGCL will result in a loss of your right to appraisal. We encourage you to read these provisions carefully and in their entirety and, in view of their complexity, to promptly consult with your legal and financial advisors if you wish to pursue your appraisal rights in connection with the merger.

Pursuant to the support agreements, each of the Motive Entities and DB has agreed to be represented in person or by proxy at the special meeting (and at every postponement, recess, adjournment or continuation thereof) in order for the Covered Shares to be counted as present for purposes of establishing a quorum. At the close of business on the record date, (i) the Covered Shares held by the Motive Entities represented approximately 14.71% of the outstanding voting power of our common stock and (ii) the Covered Shares held by DB represented approximately 11.67% of the outstanding voting power of our common stock.

If you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the merger agreement proposal; (2) “FOR” the compensation proposal; and (3) “FOR” the adjournment proposal.

will vote your shares of our common stock in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares of our common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the merger agreement proposal; (2) “FOR” the compensation proposal; and (3) “FOR” the adjournment proposal.

website at https://ir.forgeglobal.com. Forge’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.

 

MacKenzie Partners, Inc.

7 Penn Plaza, Suite 503

New York, NY 10001

Call toll free: 1-800-322-2885

Email: proxy@mackenziepartners.com

Information set forth in this proxy statement and the other documents referenced herein, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction between Forge, on the one hand, and Schwab and Merger Sub, on the other hand, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results or developments may differ materially from those projected or implied in these estimates and statements. Such estimates and statements include, but are not limited to, statements about the benefits of the transaction, including future financial and operating results, Forge’s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Forge and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the risk that Forge stockholders may not approve the transaction; the risk that the necessary regulatory approvals and clearances may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner or at all; risks related to potential litigation brought in connection with the proposed transaction; risks related to financial community and rating agency perceptions of Forge and its business, operations, financial condition and the industry in which it operates; risks related to 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 Forge to retain customers and retain and hire key personnel and maintain relationships with suppliers and partners, and on Forge’s operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the parties to the proposed merger or the proposed merger.

Discussions of additional risks and uncertainties are contained in Forge’s filings with the SEC. Forge is under no obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Persons reading this proxy statement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

Forge is a financial services platform focused on private markets. Through our technology driven platform, we seek to democratize access to private markets opportunities. We provide a comprehensive suite of private market solutions, including a marketplace connecting buyers and sellers of private shares that offers data, insights and tools to help institutions and individuals confidently navigate the private market; private company solutions that deliver tailored solutions to private companies for their liquidity and capital-formation needs; asset management solutions that enhance investment efficiency through single and multi-asset funds investment; and data solutions that increase transparency and participation in a traditionally opaque market. We also provide custodial services for self-directed retirement accounts, specializing in the custody of alternative assets.

Shares of our common stock, par value $0.0001 per share, are listed with, and trade on, the New York Stock Exchange (the “NYSE”) under the symbol “FRGE.” For additional information, visit www.forgeglobal.com. The information provided on the Forge website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to the Forge website provided in this proxy statement. Our principal executive offices are maintained at 4 Embarcadero Center, Floor 15, San Francisco, California 94111, telephone number (415) 881-1612.

Schwab is a savings and loan holding company. Schwab engages, through its subsidiaries, in wealth management, securities brokerage, banking, asset management, custody and financial advisory services. Schwab’s principal business subsidiaries include Charles Schwab & Co., Inc., a securities broker-dealer; Charles Schwab Bank, SSB, Schwab’s principal banking entity; and Charles Schwab Investment Management, Inc., the investment advisor for Schwab’s proprietary mutual funds and exchange-traded funds. Schwab provides financial services to individuals and institutional clients through two segments: Investor Services and Advisor Services. The Investor Services segment provides retail brokerage, investment advisory, and banking and trust services to individual investors, and retirement plan and business services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking and trust, and support services to independent registered investment advisors (RIAs), independent retirement advisors and recordkeepers.

Shares of Schwab common stock, par value $0.01 per share, are listed on the NYSE under the symbol “SCHW.” For additional information, visit www.aboutschwab.com. The information provided on the Schwab website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to the Schwab website provided in this proxy statement. Schwab’s principal executive offices are maintained at 3000 Schwab Way, Westlake, Texas 76262, telephone number (817) 859-5000.

Merger Sub was formed solely for the purposes of entering into the merger agreement and engaging in the transactions contemplated by the merger agreement. Merger Sub is a wholly owned subsidiary of Schwab and has not carried on any activities or operations to date, except for those activities incidental to its formation and the transactions contemplated by the merger agreement. Upon consummation of the merger, Merger Sub will be merged with and into Forge and will cease to exist, with Forge surviving the merger as a wholly owned subsidiary of Schwab. Merger Sub’s principal executive offices are maintained at 3000 Schwab Way, Westlake, Texas 76262, telephone number (817) 859-5000.

This proxy statement is being provided to the stockholders of Forge as part of a solicitation of proxies by the Board for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides stockholders of Forge with the information they need to know to be able to vote or to instruct their vote to be cast at the special meeting.

The special meeting of stockholders of Forge is scheduled to be held on January 22, 2026 beginning at 12:00 p.m. (Pacific Time), via the Internet at www.virtualshareholdermeeting.com/FRGE2026SM (the “virtual meeting website”). At the special meeting, stockholders who owned shares of our common stock as of the record date will be able to attend, vote, and ask questions via the Internet by logging in to the virtual meeting website using the control number provided to you on your proxy card. If you do not have a control number, you may attend the special meeting in listen-only mode by visiting the virtual meeting website, but you will not be able to vote or to submit questions. The online meeting will begin promptly at 12:00 p.m. (Pacific Time). We encourage you to access the special meeting 15 minutes prior to the start time, leaving ample time for the check in and to ensure that you can hear audio. Technicians will be available to assist you with any technical difficulties you may have accessing the virtual meeting website or during the special meeting. Technical support will be available 15 minutes prior to the start of the special meeting. Whether or not you plan to attend the special meeting, we urge you to vote and submit your proxy in advance of the special meeting by one of the methods described in these proxy materials. You will not be able to attend the special meeting in-person.

At the special meeting, holders of shares of our common stock will be asked to consider and vote on the following:

After careful consideration, acting upon the recommendation of the Special Committee, the Board has, by written consent unanimously adopted by the Board: (i) approved and declared advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements; (ii) determined that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares); (iii) directed that the merger agreement be submitted to a vote of our stockholders for adoption at the special meeting; and (iv) resolved, subject to the terms and conditions of the merger agreement, to recommend that our stockholders adopt the merger agreement at the special meeting. Certain factors considered by the Special Committee in reaching its recommendation and the Board in reaching its decision can be found in the section entitled “The Merger (Proposal 1)—Recommendation of the Special Committee and the Board of Directors; Reasons for the Merger,” beginning on page 41 of this proxy statement.

Our stockholders must approve the merger agreement proposal in order for the merger to occur. If our stockholders fail to approve the merger agreement proposal, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

The vote on the compensation proposal and the adjournment proposal is a vote separate and apart from the vote on the merger agreement proposal. Accordingly, a stockholder may vote to approve the merger agreement proposal and vote not to approve the compensation proposal or the adjournment proposal, and vice versa. Because the vote on the compensation proposal is advisory in nature only, it will not be binding on Forge, Schwab or Merger Sub. Accordingly, if the merger agreement is adopted by Forge stockholders and the merger is completed, the merger-related compensation may be paid to Forge’s named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and arrangements even if the stockholders do not approve the compensation proposal.

The Board unanimously recommends that Forge stockholders vote “FOR” each of the above proposals.

Only holders of record of our common stock at the close of business on December 9, 2025, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. At the close of business on the record date, 13,844,606 shares of our common stock were issued and outstanding. As a reminder, Forge effected a 1-for-15 reverse split of our common stock on April 14, 2025 (the “Reverse Split”). Accordingly, all share amounts in this proxy statement have been adjusted to reflect the Reverse Split unless otherwise provided.

Holders of record of our common stock are entitled to one vote for each share of common stock they own at the close of business on the record date.

The presence at the special meeting, by attendance via the virtual meeting website or by proxy, of the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote thereat will constitute a quorum. Any shares of our common stock held by Forge are not considered to be outstanding for purposes of determining a quorum. There must be a quorum for business to be conducted at the special meeting. If a quorum is not present, then either (i) the presiding officer, or (ii) holders of a majority in voting power of the shares of our common stock entitled to vote at the special meeting who are present or represented by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting to another place (if any), date or time. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement and will subject Forge to additional expense. Once a share of our common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. If you submit a properly executed proxy card, even if you abstain from voting, your shares of our common stock will be counted for purposes of calculating whether a quorum is present at the special meeting.

In addition, pursuant to the support agreements, during the Support Period, at the special meeting (and at every postponement, recess, adjournment or continuation thereof), each of the Motive Entities and DB will be represented in person or by proxy at the special meeting in order for the Covered Shares to be counted as present for purposes of establishing a quorum and to cause the Covered Shares to be voted in favor of the merger agreement proposal. At the close of business on the record date, (i) the Covered Shares held by the Motive Entities represented approximately 14.71% of the outstanding voting power of our common stock and (ii) the Covered Shares held by DB represented approximately 11.67% of the outstanding voting power of our common stock.

Assuming a quorum is present at the special meeting, approval of the merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” approval of the merger agreement proposal.

Assuming a quorum is present at the special meeting, approval of the compensation proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the matter. Abstentions and broker non-votes will have no effect on the approval of the compensation proposal.

Assuming a quorum is present at the special meeting, approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the matter. Abstentions and broker non-votes will have no effect on the approval of the adjournment proposal.

As of the record date, the current directors and executive officers of Forge beneficially owned and were entitled to vote, in the aggregate, 566,401 shares of our common stock (not including any shares of our common stock deliverable upon exercise of or underlying any Forge equity awards), representing approximately 4.09% of the outstanding voting power of our common stock as of the record date.

Pursuant to the DB support agreement, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of Forge stockholders, however called, and in connection with any written consent of the stockholders of Forge, in each case, to the extent that DB is entitled to vote its Covered Shares therein in its capacity as a stockholder, DB has agreed to vote or cause to be voted (including by proxy or written

consent, if applicable) all such Covered Shares: (a) in favor of the merger agreement proposal; (b) against any acquisition proposal; and (c) against any action, proposal, transaction, agreement or amendment of Forge's organizational documents, in each case of this clause (c), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of DB contained in the DB support agreement or (2) prevent or materially impede, materially delay, materially interfere with or materially postpone the consummation of the transactions contemplated by the merger agreement, including the merger.

Pursuant to the Motive support agreement, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of Forge stockholders, however called, and in connection with any written consent of the stockholders of Forge, the Motive Entities have agreed to vote or cause to be voted (including by proxy or written consent, if applicable) all such Covered Shares: (a) in favor of the merger agreement proposal; (b) against any acquisition proposal; and (c) against any action, proposal, transaction, agreement or amendment of Forge's organizational documents, in each case of this clause (c), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Forge contained in the merger agreement, or of the Motive Entities contained in the Motive support agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the merger agreement, including the merger.

An abstention occurs when a stockholder attends a meeting, in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present. If a stockholder abstains from voting or fails to vote its shares of our common stock (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares of our common stock held in “street name” by a broker to give voting instructions to the broker), that abstention or failure to vote will have the same effect as if the stockholder voted “AGAINST” the merger agreement proposal. However, abstentions and a failure to return your proxy card or otherwise vote your shares of our common stock will have no effect on the approval of the compensation proposal, assuming a quorum is present.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the merger agreement but will have no effect on the compensation proposal or the adjournment proposal. Broker non-votes are shares of our common stock held by brokers that are present in person or by proxy at the special meeting, but with respect to which the broker is not instructed by the beneficial owner of such shares of our common stock how to vote on a particular proposal, and the broker does not have discretionary voting power on such proposals. Because brokers do not have discretionary voting authority with respect to any of the proposals described in this proxy statement, if a beneficial owner of shares of our common stock held in “street name” does not give voting instructions to the broker, then those shares of our common stock will not be present in person or by proxy at the special meeting. For shares of our common stock held in “street name,” only shares of our common stock affirmatively voted “FOR” the proposal to adopt the merger agreement will be counted as a vote in favor of such proposal. Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, Forge does not expect any broker non-votes at the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the merger agreement proposal; (2) “FOR” the compensation proposal; and (3) “FOR” the adjournment proposal.

The special meeting of stockholders of Forge in connection with the proposed merger is scheduled to be held on January 22, 2026 beginning at 12:00 p.m. (Pacific Time), via the Internet at www.virtualshareholdermeeting.com/FRGE2026SM (the “virtual meeting website”). At the special meeting, stockholders who owned shares of our common stock as of the record date are entitled to vote, attend, and ask questions virtually at the meeting by logging in to the virtual meeting website and providing your control number. This number is included on your proxy card. The online meeting will begin promptly at 12:00 p.m. (Pacific Time). We encourage you to access the special meeting 15 minutes prior to the start time, leaving ample time for the check in and to ensure that you can hear audio. Technicians will be available to assist you with any technical difficulties you may have accessing the virtual meeting website or during the special meeting. Technical support will be available 15 minutes prior to the start of the special meeting. Please note you will not be able to attend the special meeting physically in person.

If you hold your position through a bank, broker, or other nominee and would like to join the meeting and vote or ask a question, you will need to supply them with a legal proxy at least 72 hours in advance of the special meeting. Please follow the instructions from your bank, broker, or other nominee on how to obtain a legal proxy. You may not vote your shares via the Internet at the special meeting unless you receive a valid proxy from your brokerage firm, bank, broker-dealer, or other nominee holder. If you were not a stockholder as of the record date, you may still listen to the special meeting but will not be able to ask questions or vote at the meeting.

If you want to submit a question or make a comment during the special meeting, log into the virtual meeting website with a valid control number, type your question into the “Ask a Question” field, and click “Submit.” Questions and comments submitted via the virtual meeting website that are pertinent to special meeting matters will be addressed during the meeting. Questions and comments that are not pertinent to special meeting matters or that are not addressed during the meeting due to time constraints will be addressed after the meeting by our investor relations department. Questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language may be ruled out of order.

Beneficial Stockholders. If you hold your shares through a broker, bank, or other nominee, you are a beneficial stockholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank, or other nominee for instructions on how to vote the shares you hold as a beneficial stockholder. As indicated above, if you hold your position through a bank, broker, or other nominee and would like to join the meeting and vote or ask a question, you will need to supply them with a legal proxy at least 72 hours in advance of the special meeting. Please follow the instructions from your bank, broker, or other nominee on how to obtain a legal proxy.

Registered Stockholders. If you are a stockholder of record, you may vote at the special meeting, vote by proxy over the telephone, vote by proxy through the Internet, or vote by proxy card. Whether or not you plan to attend the special meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the special meeting and vote even if you have already voted by proxy.

Forge encourages you to vote over the Internet or by phone, as Forge believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the special meeting, so that the vote count will not be delayed. Both the Internet and telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. If you vote your shares of our common stock over the Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers. If you choose to vote your shares of our common stock over the Internet or by telephone, there is no need for you to mail back your proxy card.

Voting in advance does not affect your right to attend the special meeting. If you submit the enclosed proxy card and also attend the special meeting, you do not need to vote again at the special meeting unless you want to change your vote. If you hold your shares in street name, you may vote your shares in person only if you obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares. You may also vote online by

following the instructions provided on the proxy card. Even if you plan to attend the special meeting, we recommend that you also submit your proxy or voting instructions prior to the special meeting as described above so that your vote will be counted if you later decide not to attend the meeting.

Any stockholder of record entitled to vote at the special meeting may vote virtually at the special meeting, or by submitting a proxy to vote via the Internet, by telephone or by mail using the enclosed postage-prepaid envelope. If you are a beneficial owner of shares of our common stock, and your shares of our common stock are held in “street name,” you should instruct your bank, broker or other nominee on how to vote your shares of our common stock using the instructions provided by your bank, broker or other nominee. If you fail to submit a proxy or to vote virtually at the special meeting, or you do not provide your bank, broker or other nominee with instructions, as applicable, your shares of our common stock will not be voted on the merger agreement proposal, which will have the same effect as a vote “AGAINST” approval of the merger agreement proposal.

If you fail to vote virtually at the special meeting, fail to return your proxy card or fail to submit your proxy to vote via the Internet or by telephone, or if your shares of our common stock are held in “street name” by your bank, broker or other nominee, and you fail to instruct your bank, broker or other nominee to vote, your shares of our common stock will not be voted and will not have an effect on the approval of the compensation proposal and the adjournment proposal, assuming a quorum is present.

You have the right to revoke a proxy at any time prior to the taking of the vote at the special meeting. You may revoke your proxy prior to the taking of the vote at the special meeting by submitting a new proxy to vote your shares of our common stock over the Internet or by telephone (only your latest Internet or telephone proxy is counted), by signing a later-dated new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card or by sending a written revocation of your proxy to Forge prior to the special meeting. In addition, you may revoke your proxy by attending the special meeting virtually and voting; however, attending the special meeting virtually will not revoke your written, Internet or telephone proxy, as the case may be, unless you specifically request revocation or vote in person at the special meeting.

If you are a beneficial owner of shares of our common stock held in “street name,” you may change your instruction to your bank, broker or other nominee, as applicable, by submitting a subsequent instruction to such bank, broker or other nominee, or you may also change your vote by obtaining a legal proxy, executed in your favor from the holder of record, and voting your shares in person at the special meeting.

The Board is soliciting your proxy, and Forge will bear the costs of the solicitation of proxies for the special meeting. In addition to solicitation by mail, directors, officers and our employees may solicit proxies from stockholders by telephone, by facsimile, by mail, on the Internet or in-person. These directors, officers and employees will not receive additional compensation but may be reimbursed for out-of-pocket expenses in connection with this solicitation. In addition to solicitation by our directors, officers and employees, we have engaged MacKenzie Partners to assist in the solicitation of proxies and to provide related advice and informational support for a fee of $19,500 in total. Forge has agreed to reimburse MacKenzie Partners for certain out-of-pocket fees, telephone charges and expenses and will also indemnify MacKenzie Partners and all of its directors, officers, employees and agents against certain expenses, losses, damages, liabilities and/or judgments related to the proxy solicitation.

Forge stockholders are entitled to appraisal rights under the DGCL in connection with the merger, provided that such stockholders comply with the requirements of Section 262 of the DGCL. If the merger is completed, any Forge stockholder who does not vote in favor of the merger agreement proposal and who otherwise complies with the requirements of Section 262 of the DGCL has the right to seek appraisal of such person’s shares of our common stock and to receive payment in cash for the “fair value” of such person’s shares of our common stock, as determined by the Delaware Court of Chancery, to be paid upon the amount determined to be “fair value,” in lieu of the amount of the merger consideration you would have received pursuant to the merger agreement. The ultimate amount you may receive in an appraisal proceeding may be less than, equal to or more than the amount you would have otherwise received under the merger agreement if you do not seek appraisal of your shares of our common stock.

To exercise your appraisal rights with respect to your shares of our common stock, you must, among other things, deliver a written demand for appraisal to Forge before the vote is taken on the merger agreement proposal, and you must not vote (either via live webcast at the virtual meeting website or by proxy) in favor of the merger agreement proposal with respect to such shares of our common stock, and you must continue to hold such shares of our common stock from the record date of making the demand for appraisal through the effective time. As such, merely voting against, abstaining or failing to vote on the merger agreement proposal will not by itself preserve your right to appraisal under the DGCL. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you will lose your appraisal rights. The requirements for exercising appraisal rights are further described in the section entitled “Appraisal Rights” beginning on page 88 of this proxy statement. In addition, a copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. We encourage you to read these provisions carefully and in their entirety. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures. In view of the complexity of the DGCL, Forge stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly. The discussion of appraisal rights in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by the full text of Section 262 of the DGCL, accessible without subscription or costs at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

If a quorum is present at the special meeting but there are insufficient votes at the time of the special meeting to approve the merger agreement proposal, then Forge stockholders may be asked to vote on the adjournment proposal. If a quorum is not present, Forge’s bylaws provide that the presiding officer at any annual meeting or special meeting of stockholders shall have the power, among other things, to adjourn such meeting at any time and from time to time, although the merger agreement includes certain limitations on Forge’s ability to postpone or adjourn the special meeting.

If the special meeting is adjourned, we are not required to give notice of the time and place (if any) of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present and vote at such adjourned meeting if announced at the special meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Board fixes a new record date for the special meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Pursuant to the DGCL and Forge’s bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

The SEC has adopted rules permitting companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple Forge stockholders who reside at the same address may receive a single copy of our proxy materials, unless the affected Forge stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, you may request a separate copy by contacting the bank, broker or other holder of record, by contacting our Investors Relations Department via email at IR@forgeglobal.com or by sending a written request to: Corporate Secretary, 4 Embarcadero Center, Floor 15, San Francisco, California 94111. The voting instructions sent to a street name stockholder should provide information on how to request (1) householding of future Forge proxy materials, or (2) separate materials if only one set of documents is being sent to a household. If they do not, any Forge stockholder who would like to make one of these requests should contact Forge as described above.

Forge intends to announce preliminary voting results at the special meeting and to publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Forge files with the SEC are publicly available.

You should not return your stock certificate or send documents representing common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of our common stock for the merger consideration.

If you have questions about the merger or the other matters to be voted on at the special meeting or desire additional copies of this proxy statement or additional proxy cards or otherwise need assistance voting, you should contact:

 

MacKenzie Partners, Inc.

7 Penn Plaza, Suite 503

New York, NY 10001

Call toll free: 1-800-322-2885

Email: proxy@mackenziepartners.com

The discussion of the merger agreement and the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement.

Pursuant to the terms of the merger agreement, at the effective time, Merger Sub will be merged with and into Forge, with Forge surviving the merger as a subsidiary of Schwab.

Forge is a financial services platform focused on private markets. Through our technology driven platform, we seek to democratize access to private markets opportunities. We provide a comprehensive suite of private market solutions, including a marketplace connecting buyers and sellers of private shares that offers data, insights and tools to help institutions and individuals confidently navigate the private market; Private Company Solutions that deliver tailored solutions to private companies for their liquidity and capital-formation needs; asset management solutions that enhance investment efficiency through single and multi-asset funds investment; and data solutions that increase transparency and participation in a traditionally opaque market. We also provide custodial services for self-directed retirement accounts, specializing in the custody of alternative assets.

Shares of our common stock are listed with, and trade on, the New York Stock Exchange (the “NYSE”) under the symbol “FRGE.” For additional information, visit www.forgeglobal.com. The information provided on the Forge website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to the Forge website provided in this proxy statement. Our principal executive offices are maintained at 4 Embarcadero Center, Floor 15, San Francisco, California 94111, telephone number (415) 881-1612.

Schwab is a savings and loan holding company. Schwab engages, through its subsidiaries, in wealth management, securities brokerage, banking, asset management, custody and financial advisory services. Schwab’s principal business subsidiaries include Charles Schwab & Co., Inc., a securities broker-dealer; Charles Schwab Bank, SSB, Schwab’s principal banking entity; and Charles Schwab Investment Management, Inc., the investment advisor for Schwab’s proprietary mutual funds and exchange-traded funds. Schwab provides financial services to individuals and institutional clients through two segments: Investor Services and Advisor Services. The Investor Services segment provides retail brokerage, investment advisory, and banking and trust services to individual investors, and retirement plan and business services, as well as other corporate brokerage services, to businesses and their employees. The Advisor Services segment provides custodial, trading, banking and trust, and support services to independent registered investment advisors (RIAs), independent retirement advisors and recordkeepers.

Shares of Schwab common stock, par value $0.01 per share, are listed on the NYSE under the symbol “SCHW.” For additional information, visit www.aboutschwab.com. The information provided on the Schwab website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to the Schwab website provided in this proxy statement. Schwab’s principal executive offices are maintained at 3000 Schwab Way, Westlake, Texas 76262, telephone number (817) 859-5000.

Merger Sub was formed solely for the purposes of entering into the merger agreement and engaging in the transactions contemplated by the merger agreement. Merger Sub is a wholly owned subsidiary of Schwab and has not carried on any activities or operations to date, except for those activities incidental to its formation and the transactions contemplated by the merger agreement. Upon consummation of the merger, Merger Sub will be merged with and into Forge and will cease to exist, with Forge surviving the merger as a wholly owned subsidiary of Schwab. Merger Sub’s principal executive offices are maintained at 3000 Schwab Way, Westlake, Texas 76262, telephone number (817) 859-5000.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub will be merged with and into Forge at the effective time. At the effective time, the separate corporate existence of Merger Sub will cease, and Forge will continue as the surviving corporation in

the merger and a wholly owned subsidiary of Schwab. As a result of the merger, our common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our common stock will be deregistered under the Exchange Act, and Forge will no longer be required to file periodic reports with the SEC. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, each share of our common stock issued and outstanding immediately prior to the effective time (other than excluded shares to be cancelled or converted in accordance with the terms and subject to the conditions set forth in the merger agreement, subject to the rights of holders of any dissenting shares pursuant to the merger agreement) will be converted into the right to receive an amount in cash equal to $45.00, without interest and less any applicable withholding taxes.

After the merger is completed, you will have the right to receive the merger consideration in respect of each share of Forge common stock that you own (other than excluded shares to be cancelled or converted in accordance with the terms and subject to the conditions set forth in the merger agreement, subject to the rights of holders of any dissenting shares pursuant to the merger agreement) immediately prior to the effective time (subject to any required tax withholding), but you will no longer have any rights as a Forge stockholder (except that Forge stockholders who demand and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL).

At the effective time, each outstanding Forge option will be cancelled in exchange for the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (i) the number of shares of our common stock subject to such Forge option by (ii) the excess, if any, of the merger consideration over the exercise price, less applicable Taxes (as defined in the merger agreement), with any Forge option with an exercise price per share of our common stock that is greater than or equal to the merger consideration cancelled at the effective time for no consideration, payment or right to consideration or payment.

At the effective time, each outstanding Forge RSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge RSU by (ii) the Equity Award Exchange Ratio.

At the effective time, each outstanding Forge RSA will be assumed and converted into a Schwab RSA with respect to a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of Forge RSAs by (ii) the Equity Award Exchange Ratio.

At the effective time, each outstanding Forge PSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge PSU (based on the higher of target performance and actual performance) by (ii) the Equity Award Exchange Ratio. To the extent that an “overachievement payment” (or similar term) is earned in respect of a Forge PSU based on actual performance, the number of shares of our common stock subject to such Forge PSU will be deemed to include the number of shares of our common stock that would have been issued had such payment been fully satisfied in shares of our common stock, and the corresponding Schwab RSU will not include any further right to such a payment.

Each Schwab RSA will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSA and each Schwab RSU will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSU or PSU, as applicable, provided that, (1) the vesting of

a Schwab RSU will be accelerated upon a severance-qualifying termination by Schwab of the employment of the holder of the applicable Schwab RSU during the 12-month period commencing on the closing date and (2) Schwab RSUs corresponding to Forge PSUs will no longer be subject to performance-based vesting conditions.

At the effective time, each outstanding warrant to purchase shares of our common stock (a “Forge Warrant”) will be cancelled for no consideration and will cease to be outstanding, except that the Forge Warrants issued on October 28, 2020 to Avenue Venture Opportunities Fund, LP, representing 18,863 shares of our common stock, will be entitled to receive the merger consideration in accordance with their terms.

If the merger agreement is not approved by Forge stockholders or if the merger is not completed for any other reason, Forge stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, Forge will remain an independent public company, shares of our common stock will continue to be listed and traded on the NYSE and be registered under the Exchange Act, and Forge will continue to file periodic reports with the SEC. In addition, if the merger is not completed, Forge expects that management will, for the foreseeable future, operate Forge’s business in a manner similar to that in which it is being operated today and that Forge stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which Forge operates and adverse economic conditions. See the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is incorporated by reference into this proxy statement.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is possible that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the merger is not completed, the Board will continue to evaluate and review Forge’s business operations, properties and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the merger agreement is not approved by Forge stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Forge will be offered, or that Forge’s business, prospects or results of operation will not be adversely impacted.

In addition, if the merger agreement is terminated, under specified circumstances, Forge may be required to pay Schwab a termination fee in an amount equal to $25,740,000. See the section entitled “The Merger Agreement—Termination Fee” beginning on page 79 of this proxy statement for a discussion of the circumstances under which such termination fee may be required to be paid.

The Board and Forge’s senior management team regularly meet and consider Forge’s long-term strategy, competitive position, opportunities and prospects in light of current business, regulatory and economic environments, developments in the industries in which Forge operates and the opportunities and challenges facing participants in those industries. As part of their regular review, the Board and Forge’s senior management team continually assess Forge’s business, financial prospects and opportunities to enhance stockholder value, including Forge’s private market solutions business, capital raising opportunities, prospective acquisition and joint venture transactions, and other strategic opportunities.

On March 22, 2022, our common stock began trading on the New York Stock Exchange (“NYSE”) following the completion of our business combination with a special purpose acquisition company (“SPAC”).

On June 30, 2023, the Board met, together with members of senior management and representatives of Goodwin Procter LLP (“Goodwin”), Forge’s outside counsel for corporate and securities law matters. Representatives of Goodwin reviewed with the directors their fiduciary duties under applicable law in considering whether to explore strategic alternatives to enhance value to Forge’s stockholders. In evaluating whether to explore strategic alternatives, the Board discussed potential interest in take-private transactions from insiders and other strategic acquirors, and acknowledged

their shared perception that the public markets were undervaluing Forge in particular, and newly public companies that had completed business combinations with SPACs in general. Following discussion, the Board resolved to form a special committee of the Board (the “Special Committee”) comprised solely of independent and disinterested directors (namely, Asiff Hirji, Debra Chrapaty and Kim Vogel) and authorized the Special Committee to, among other things, (a) explore strategic alternatives to enhance value to our stockholders (exclusive of any stockholder who for purposes of any transaction is, in the judgment of the Special Committee, not disinterested) and (b) recommend to the Board the advisability of any such strategic alternatives. The Board also resolved to delegate the following powers to the Special Committee and authorize the Special Committee to: (a) consider and evaluate all proposals that might be received by Forge in connection with an acquisition of Forge (or a portion of Forge’s business) or another type of strategic transaction (a “Transaction”), (b) participate in and direct the negotiation of the terms and conditions of any Transaction, and authorize, monitor and exercise general oversight on behalf of Forge of any and all agreements, proceedings and activities of Forge involving, responding to or relating to any Transaction, (c) consider any alternatives to any Transaction, including, without limitation, Forge continuing to operate as an independent, publicly traded company (each an “Other Alternative”), (d) terminate any negotiations, discussions or consideration of, or reject, on behalf of Forge, any Transaction or Other Alternative, (e) recommend to the Board the advisability of entering into definitive documents and agreements with respect to any Transaction or Other Alternative, and (f) provide to the Board a recommendation as to whether the Board should approve or disapprove of any Transaction or Other Alternative, in each case subject to applicable law. In such resolutions, the Board also determined to not approve or implement any Transaction or Other Alternative (or any modification, variation, supplement or waiver thereof) or submit any such Transaction or Other Alternative for the approval of Forge’s stockholders, unless the Special Committee has, in its sole discretion, provided a prior recommendation in favor of such Transaction or Other Alternative and such recommendation has not been revoked or withdrawn.

On July 31, 2023, the Special Committee formally engaged Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”) to serve as its independent legal counsel.

On April 8, 2024, the Special Committee formally engaged FT Partners to serve as its financial advisor. The Special Committee selected FT Partners to act as its financial advisor based on FT Partners’ qualifications, expertise, and reputation, and FT Partners’ knowledge of the financial technology industry and business and affairs of Forge.

At various times since its creation, as considered appropriate by the Special Committee, the Special Committee requested, and FT Partners and Morris Nichols, respectively, provided disclosures with respect to FT Partners’ and Morris Nichols’ respective potential conflicts with respect to the potential counterparties to a potential transaction with Forge then being considered by the Special Committee. The Special Committee evaluated and considered each such disclosure and, after each such disclosure, determined that FT Partners and Morris Nichols, respectively, did not have any material conflicts during the relevant period with respect to a potential transaction then being considered by the Special Committee.

While the Special Committee considered various strategic alternatives on a preliminary basis during the second half of 2023 and 2024, the Special Committee ultimately determined not to recommend to the Board an alternative to Forge’s continued pursuit of its standalone plan. In late 2024, Forge also engaged Sullivan & Cromwell LLP (“Sullivan & Cromwell”) as legal counsel.

On July 15, 2025, in connection with commercial discussions regarding the extensibility of Forge’s next generation marketplace, Forge entered into a confidentiality agreement with Schwab. This confidentiality agreement does not contain a “don’t ask, don’t waive” standstill provision.

Similarly, on September 8, 2025, our chief executive officer, Kelly Rodriques, engaged in commercial discussions regarding the extensibility of Forge’s next generation marketplace with a senior member of management of another company operating in the financial services industry (“Company A”). This confidentiality agreement does not contain a “don’t ask, don’t waive” standstill provision.

On September 12, 2025, Mr. Rodriques spoke with a senior executive at Company A, and the senior executive indicated that Company A planned to convey in writing an indication of its interest in acquiring all of the outstanding shares of our common stock.

On September 15, 2025, Rick Wurster, the president and chief executive officer of Schwab, together with other Schwab executives, spoke with Mr. Rodriques. During this discussion, Mr. Wurster verbally conveyed a non-binding indication of Schwab’s interest in acquiring all of the outstanding shares of our common stock at a transaction price of approximately $35.00 to $40.00 per share in cash (“Schwab’s verbal indication”). On this date, the closing price per share of our common stock on the NYSE was $16.52.

On the same day, the Board determined to appoint Brian McDonald to the Special Committee in place of Ms. Vogel. As a result, the Special Committee was comprised of Mr. Hirji (committee chairman), Mr. McDonald and Larry Leibowitz (who had been appointed to the Special Committee in place of Ms. Chrapaty on December 10, 2024). The Special Committee continued to have the powers delegated to it in its original mandate.

On September 16, 2025, the Special Committee convened with Mr. Rodriques. Mr. Rodriques apprised the Special Committee of Schwab’s verbal indication and Mr. Rodriques' conversation with a senior executive at Company A. After discussion, the Special Committee directed senior management to prepare long-range financial projections for Forge and develop a framework for a process to solicit acquisition proposals for a sale of Forge (the “sale process”), in each case for consideration by the Special Committee. The Special Committee also authorized Mr. Rodriques to instruct FT Partners to reach out to Company A to invite Company A to participate in the sale process. Based on its industry knowledge, the Special Committee believed Company A to be the financial services company most likely to have interest in consummating a transaction at a valuation that would be competitive with the valuation implied by Schwab’s verbal indication.

Later that day, members of Forge’s senior management met with representatives of FT Partners to discuss senior management’s preparation of long-range financial projections as well as Schwab’s verbal indication, and also met with representatives of FT Partners and Sullivan & Cromwell to discuss a framework for the sale process.

On September 17, 2025, Mr. Rodriques apprised the Special Committee on the status of the work being undertaken by senior management at the direction of the Special Committee. Also, at the direction of the Special Committee representatives of FT Partners invited Company A to participate in the sale process.

On September 19, 2025, members of Forge’s senior management and representatives of FT Partners met with representatives of Company A. Members of Forge’s senior management presented a high-level overview of Forge’s business to the representatives of Company A based on public information.

On September 21, 2025, Company A submitted a written non-binding indication of interest (“Company A’s indication”) to acquire all of the outstanding shares of our common stock at a transaction price of $35.00 to $40.00 per share in cash.

On September 22, 2025, Forge executed a confidentiality agreement with Company A. Company A thereafter received access to confidential due diligence materials provided by Forge and participated in multiple due diligence calls with senior management of Forge. This confidentiality agreement does not contain a “don’t ask, don’t waive” standstill provision.

On September 23, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners and Sullivan & Cromwell. Representatives of Morris Nichols were invited to the meeting but were unable to attend due to a scheduling conflict. The Special Committee, in consultation with members of senior management and representatives of FT Partners and Sullivan & Cromwell, discussed both Schwab’s verbal indication and Company A’s indication. Following discussion of senior management’s work in preparing the long-range financial projections, a framework for the sale process and a review of potential bidders, the Special Committee instructed management to continue work on long-range financial projections, and instructed FT Partners to reach out to additional selected prospective acquirors operating in the financial services industry.

In the ensuing days, at the direction of the Special Committee, representatives of FT Partners reached out to the 11 other prospective acquirors to invite them to participate in the sale process, including the Motive Entities, DB, and entities referred to herein as Company B, Company C, and Company D. Of these 11 other prospective acquirors, only Company B, Company C, and Company D expressed interest in participating in the sale process. Each of Company B, Company C, and Company D signed a confidentiality agreement with Forge, none of which contained a “don’t ask, don’t waive” standstill provision, and thereafter received access to confidential due diligence materials provided by Forge.

On September 25, 2025, with the approval of the Special Committee, Forge’s senior management instructed representatives of Sullivan & Cromwell to prepare an auction draft merger agreement for the Special Committee’s consideration.

On September 26, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners, Morris Nichols, and Sullivan & Cromwell. Representatives of FT Partners updated the Special Committee on the status of outreach to prospective acquirors. The Special Committee then instructed representatives of FT Partners to establish a protocol and timeline for requesting indications of interest in the sale process. Next, representatives of senior management reviewed with the Special Committee a draft of both the Base Case Projections and the Growth Case Projections, and the Special Committee provided guidance and feedback on the same, ultimately resulting in further changes to the long-range financial projections. The Special Committee then invited senior management and representatives of Sullivan & Cromwell to leave the meeting, and held an executive session with representatives of FT Partners and Morris Nichols. During this executive session, representatives of Morris Nichols reviewed with the members of the Special Committee their fiduciary duties under applicable law in overseeing the sale process.

On September 29, 2025, members of Forge’s senior management met with representatives of Company B. Members of Forge’s management presented a high-level overview of Forge’s business to such representatives of Company B based on public information.

On October 1, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners and Morris Nichols. Members of senior management reviewed revised drafts of the long-range financial projections, and the Special Committee provided final input on the same. Following the meeting, final versions of the long-range financial projections reflecting the Special Committee’s final input were shared with the Special Committee, and the Special Committee approved distribution of the same to participants in the sale process. During the meeting, further to the Special Committee’s prior direction to establish a protocol and timeline for requesting indications of interest in the sale process, representatives of FT Partners also reviewed a proposed process letter, which contemplated that participants would be given a deadline of October 13, 2025 to submit indications of interest. The Special Committee approved the distribution of the process letter to participants in the sale process, and representatives of FT Partners subsequently distributed the same.

On October 3, 2025, the Special Committee met, together with representatives of Morris Nichols. Representatives of Morris Nichols updated the Special Committee on the status of the sale process, including with respect to engagement with the participants in the sale process. Representatives of Morris Nichols also reviewed a draft of the auction draft merger agreement prepared by representatives of Sullivan & Cromwell at the direction of the Special Committee.

On October 4, 2025, representatives of Sullivan & Cromwell provided a final auction draft merger agreement to the Special Committee for review with Morris Nichols. The following day, the Special Committee directed representatives of FT Partners to provide the final auction draft merger agreement to participants in the sale process.

On October 6, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners. Representatives of FT Partners updated the Special Committee on the status of the sale process.

On October 7, 2025, members of Forge’s management participated in a diligence session with representatives of Company D.

On October 8, 2025, members of Forge’s management participated in a diligence session with representatives of Company C.

On October 9, 2025, members of Forge’s management participated in a diligence session with representatives of Company B.

On October 13, 2025, the deadline set out in the process letter, representatives of Schwab delivered a Non-Binding Indicative Proposal (“Schwab’s written indication”) together with comments on the auction draft merger agreement, expressing Schwab’s interest in acquiring all of the outstanding shares of our common stock for $42.50 per share in cash, requesting an exclusivity period, and expressing Schwab’s expectation that the Motive Entities and DB would enter into support agreements, concurrent with transaction announcement, to vote in favor of the transaction contemplated by Schwab’s written indication.

By October 13, 2025, Company B and Company D had indicated to a representative of FT Partners that such party had withdrawn from the sale process, and Company A had indicated to a representative of FT Partners that it required additional time beyond the deadline set in the process letter. Company D withdrew from the sale process after verbally

expressing its willingness to submit a non-binding indication in the $20 to $25 per share in cash range, and being informed that this range was not competitive. At this point, Company C had neither formally withdrawn from the sale process nor requested additional time beyond the deadline set in the process letter.

On October 14, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners, Morris Nichols and Sullivan and Cromwell. Representatives of FT Partners updated the Special Committee on the status of the sale process, including the terms of Schwab’s written indication and the fact that Company A had indicated it required more time. Representatives of FT Partners also apprised the Special Committee of the withdrawal of Company B and Company D from the sale process and their expectation that Company C would withdraw from the sale process without providing a non-binding indication (which ultimately occurred following this meeting). Representatives of Sullivan & Cromwell reviewed with the Special Committee the comments received from Schwab on the auction draft merger agreement. The Special Committee, in consultation with senior management and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell, discussed Schwab’s written indication as well as the message received from Company A and timing considerations relating to the sale process. After discussion, the Special Committee determined to revisit Company A’s participation in the sale process at the end of the week, to instruct FT Partners to seek improved financial terms from Schwab, and to notify Company A that Forge anticipated granting exclusivity to another potential acquiror in the near term. Representatives of FT Partners proceeded to discuss these messages to the representatives of Schwab and Company A.

On October 16, 2025, the Board met, together with members of senior management and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell. At this meeting the Special Committee updated the Board on the sale process, including Schwab’s written indication. On this date, Company C withdrew from the sale process.

On October 17, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell. A representative of FT Partners updated the Special Committee on discussions with Schwab and Company A, and expressed optimism that Schwab would improve the financial terms of Schwab’s written indication and pessimism regarding Company A’s continued interest in an acquisition of Forge. Following discussion, the Special Committee determined to take no action until the following week, so as to provide Schwab with an opportunity to improve its financial terms and Company A the opportunity to submit an indication of interest.

On October 22, 2025, the Special Committee held two meetings with members of senior management and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell.

During the first meeting, representatives of Sullivan & Cromwell reviewed in detail with the Special Committee the comments received from Schwab on the auction draft merger agreement. The Special Committee provided guidance and direction to representatives of Sullivan & Cromwell for negotiating the merger agreement going forward. The Special Committee also discussed Schwab’s request for exclusivity.

Following the first meeting, Mr. Wurster spoke with Mr. Rodriques and conveyed that Schwab was improving the financial terms of Schwab’s written indication from $42.50 per share in cash to $45.00 per share in cash. On this date, the closing price per share of our common stock on the NYSE was $16.52. Following the first meeting, a representative of Company A also conveyed to a representative of FT Partners that Company A would not be submitting an indication of interest.

Later on October 22, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners, Sullivan & Cromwell, and Morris Nichols. A representative of FT Partners updated the Special Committee on the respective conversations with representatives of Schwab and Company A. Following discussion, the Special Committee directed Sullivan & Cromwell to engage with Schwab’s counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), concerning Schwab’s revised draft of the merger agreement and to communicate that in order for the Special Committee to consider exclusivity, there needed to be agreement in principle with respect to certain key issues on the merger agreement. Following discussion, it was determined that the Special Committee would wait for the written offer from Schwab, after which it would ask representatives of FT Partners to review its preliminary financial analyses with the Special Committee and the Board, and the Special Committee would determine whether to recommend that the Board approve exclusivity with Schwab thereafter.

On October 23, 2025, Schwab delivered a revised Non-Binding Indicative Proposal (“Schwab’s revised offer”) which provided for an increased purchase price of $45.00 per share in cash, requested an exclusivity period, and re-iterated the expectation that both DB and the Motive Entities would provide support agreements concurrent with transaction announcement.

Later on October 23, 2025, at the direction of the Special Committee, representatives of Sullivan & Cromwell discussed with representatives of Wachtell Lipton certain key points on the merger agreement. Representatives of Sullivan & Cromwell agreed to convey the positions expressed by Wachtell Lipton to the Board.

Later on October 23, 2025, the Board met (with all members of the Special Committee, other than Mr. McDonald, present), together with members of senior management and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell. Members of senior management reviewed the long-range financial projections with the Board, which were previously approved by the Special Committee. Representatives of FT Partners updated the Board on the sale process and reviewed its preliminary financial analyses. Representatives of Sullivan & Cromwell reviewed the status of merger agreement discussions and received guidance and direction on the same, including Schwab’s request for exclusivity and expectation of support agreements from both DB and the Motive Entities. The Board then invited the members of senior management and representatives of FT Partners to depart the meeting. After discussion with representatives of Morris Nichols and Sullivan & Cromwell, the Board approved Schwab being granted exclusivity, Forge continuing to pursue a transaction with Schwab at a price of $45.00 per share, and Forge seeking support agreements from DB and the Motive Entities.

Later that day, Forge and Schwab entered into an exclusivity agreement.

On October 26, 2025, representatives of Sullivan & Cromwell provided a revised draft of the merger agreement to representatives of Wachtell Lipton, reflecting the points discussed on October 23, 2025. From this time through the execution of the merger agreement, representatives of Forge, Schwab, Sullivan & Cromwell and Wachtell Lipton negotiated and finalized the terms of the merger agreement.

On October 26 and 27, 2025, Forge entered into confidentiality agreements with the Motive Entities and DB, respectively, so that the request for support agreements could be discussed on a confidential basis. Messrs. Leibowitz, Rodriques and James Nevin, Forge’s chief financial officer, conveyed Schwab’s request for support agreements to representatives of the Motive Entities and DB, respectively, on October 27, 2025.

On October 27, 2025, a reputable press source published an article indicating that Forge was exploring a sale of the company and trading in our common stock was temporarily halted by the NYSE. Later that day, Forge publicly confirmed that we had received unsolicited inbound indications of interest from multiple parties and were engaged in discussions regarding a potential sale of Forge.

During the exclusivity period with Schwab, including following the date that the article was published indicating that Forge was exploring a sale process, Forge and FT Partners collectively received inbound outreach from eight entities that did not participate in the sale process. Although the exclusivity agreement foreclosed Forge’s engagement with these entities, none of these entities proposed an offer price (indicative or otherwise) during their outreach.

Also, on October 27, 2025, representatives of Wachtell Lipton provided to representatives of Sullivan & Cromwell a draft of the form of the support agreements, and representatives of Sullivan & Cromwell provided to representatives of Cravath, Swaine & Moore LLP (“Cravath”), legal counsel to DB, and Gibson, Dunn & Crutcher, LLP (“Gibson Dunn”), legal counsel to the Motive Entities, drafts of the proposed form of the support agreement. Between October 27, 2025 and the signing of the merger agreement on November 5, 2025, counsel exchanged various drafts of the support agreements. Messrs. Rodriques and Nevin variously also discussed the support agreements with the Motive Entities on October 29 and October 30, 2025, and Mr. Nevin discussed the same with DB on October 29 and November 2, 2025.

On November 1, 2025, Messrs. Rodriques and Nevin met with representatives of Schwab to discuss the status of Schwab’s diligence process and the remaining open points on the merger agreement.

On November 3, 2025, the Special Committee met, together with members of senior management and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell. Representatives of Sullivan & Cromwell provided an update on documentation for a potential transaction with Schwab, noting, among other things, that the merger agreement was substantially final and discussed the short list of open issues, as well as the status of the support agreements from the Motive Entities and DB. The Special Committee provided guidance and direction with respect to the resolution of the

remaining open items. The members of senior management, representatives of Sullivan & Cromwell and representatives of FT Partners were then invited to depart the meeting. The Special Committee, in consultation with Morris Nichols, then discussed the potential transaction further.

Also, on November 3, 2025, representatives of the Motive Entities indicated that it would likely be able to provide a support agreement, and Mr. Nevin had multiple calls with DB to discuss the DB support agreement, during which DB indicated it expected to be able to provide a support agreement, subject to certain assumptions and internal approvals.

On the afternoon of November 4, 2025, the Special Committee met, together with members of senior management, and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell. Members of senior management updated the Special Committee on the discussions with Schwab, DB and the Motive Entities. Next, a representative of Morris Nichols reviewed the Special Committee’s delegated authority and fiduciary duties in the context of the transaction being considered. FT Partners then reviewed with the Special Committee its financial analyses and rendered to the Special Committee FT Partners’ oral opinion, which was subsequently confirmed by delivery of a written opinion dated November 5, 2025, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by FT Partners in preparing its opinion, the merger consideration to be paid to the holders of shares of our common stock (other than excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of FT Partner’s opinion, please see below under the caption “The Merger (Proposal 1)—Opinion of the Special Committee’s Financial Advisor.” Next, representatives of Sullivan & Cromwell reviewed with the Special Committee a summary of the merger agreement, the support agreements and the transactions contemplated thereby and the proposed resolution of the open points of the merger agreement. After careful consideration, the Special Committee, by resolutions unanimously adopted, then: (a) determined that the merger agreement and the transactions contemplated by the merger agreement, and the support agreements are advisable, fair to, and in the best interests of, Forge and our stockholders, and (b) recommended that the Board (i) approve and declare advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements, (ii) determine that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders, (iii) direct that the merger agreement be submitted to our stockholders for adoption, and (iv) resolve, subject to the terms and conditions of the merger agreement, to recommend that our stockholders adopt the merger agreement.

Following the Special Committee meeting, the Board met on the afternoon of November 4, 2025, together with members of senior management, and representatives of FT Partners, Morris Nichols and Sullivan & Cromwell. Messrs. Rodriques and Nevin provided an update on the sale process and discussions with Schwab and the Motive Entities and DB, undertaken at the direction of the Special Committee. Mr. Rodriques further explained the final transaction issues that were under discussion with Schwab, and that both the Motive Entities and DB had indicated a willingness to enter into the support agreements. Representatives of Sullivan & Cromwell then reviewed the Board’s fiduciary duties in the context of the transaction being considered. Representatives of FT Partners then reviewed its financial analyses, noting that representatives of FT Partners had delivered its fairness opinion verbally to the Special Committee, which was subsequently confirmed by delivery of a written opinion dated November 5, 2025. Representatives of Sullivan & Cromwell then reviewed with the Board a summary of the material terms of the merger agreement and the transactions contemplated thereby, the support agreements, and the proposed resolution of the open points in the merger agreement. After careful consideration, the Board determined that the transaction with Schwab would be approved via circulation of a unanimous written consent for the Board on the following day.

On November 5, 2025, after careful consideration, the Board, upon the unanimous recommendation of the Special Committee, by written consent unanimously adopted by the Board: (i) approved and declared advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements; (ii) determined that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders; (iii) directed that the merger agreement be submitted to a vote of our stockholders for adoption at the special meeting; and (iv) subject to the terms and conditions of the merger agreement, recommended that our stockholders adopt the merger agreement at the special meeting. Later that day, the merger agreement and each support agreement were executed.

On the morning of November 6, 2025, prior to the opening of trading on the NYSE, Schwab issued a press release announcing the execution of the merger agreement.

After careful consideration, at a meeting held on November 4, 2025, the Special Committee, by resolutions unanimously adopted by the Special Committee: (a) determined that the merger agreement and the transactions contemplated by the merger agreement, and the support agreements are advisable, fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares), and (b) recommended that the Board (i) approve and declare advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements, (ii) determine that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares), (iii) direct that the merger agreement be submitted to a vote of our stockholders for adoption, and (iv) resolve, subject to the terms and conditions of the merger agreement, to recommend that our stockholders adopt the merger agreement.

After careful consideration, following a meeting held on November 4, 2025, the Board, acting upon the recommendation of the Special Committee, and acting by written consent dated as of November 5, 2025 unanimously: (i) approved and declared advisable the merger agreement, the transactions contemplated by the merger agreement, and the support agreements; (ii) determined that the merger agreement, the transactions contemplated by the merger agreement, and the support agreements are fair to, and in the best interests of, Forge and our stockholders (other than holders of excluded shares that are not dissenting shares); (iii) directed that the merger agreement be submitted to a vote of our stockholders for adoption at the special meeting; and (iv) resolved, subject to the terms and conditions of the merger agreement, to recommend that our stockholders adopt the merger agreement at the special meeting.

Our stockholders must approve the merger agreement proposal in order for the merger to occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

The vote on the compensation proposal is a vote separate and apart from the vote on the merger agreement proposal. Accordingly, a stockholder may vote to approve the merger agreement proposal and vote not to approve the compensation proposal, and vice versa. Because the vote on the compensation proposal is advisory in nature only, it will not be binding on Forge, Schwab or Merger Sub. Accordingly, if the merger agreement is adopted by our stockholders in accordance with the requisite company vote and the merger is completed, the merger-related compensation may be paid to Forge’s named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and arrangements even if the stockholders do not approve the compensation proposal.

The vote on the adjournment proposal relates to the merger agreement proposal and, if adopted, will allow Forge to, if necessary or appropriate, solicit additional proxies, including if there are not sufficient votes to approve the merger agreement proposal in accordance with the requisite company vote. Nonetheless, even if a quorum is not present at the special meeting, the presiding officer of the special meeting or the holders of a majority of the voting power of the outstanding shares of capital stock entitled to be voted at the special meeting that are present, in person or by proxy, may adjourn or postpone the special meeting to another place, date or time, in accordance with Forge’s bylaws.

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Special Committee consulted with the senior management of Forge, the Special Committee’s outside legal counsel and its financial advisor, and considered a number of factors, including the following non-exhaustive list of material reasons (which are not listed in order of relative importance) that the Special Committee believes support its unanimous determination and recommendation:

In the course of its deliberations, the Special Committee, in consultation with senior management of Forge, its outside legal counsel and its financial advisor, also considered a variety of risks and other potentially negative factors relating to the merger agreement and the merger, including the following factors (which are not listed in order of relative importance):

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the transactions were outweighed by the potential benefits that the Special Committee expected Forge and Forge stockholders would achieve as a result of the transactions.

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Board consulted with the members of the Special Committee, senior management of Forge, and its outside legal counsel and its financial advisors, and considered a number of factors, including the preceding list of material reasons considered by the Special Committee as well as the following non-exhaustive list of material reasons (which are not listed in order of relative importance) that the Board believes support its unanimous determination and recommendation:

The foregoing discussion of the information and reasons considered by the Special Committee and the Board is not intended to be exhaustive but includes the material reasons considered by the Special Committee and the Board, respectively. In view of the variety of reasons considered in connection with its evaluation of the merger agreement, neither the Special Committee nor the Board found it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its respective determination and recommendation. In addition, individual members of the Special Committee or the Board may have given different weights to different reasons. Neither the Special Committee nor the Board undertook to make any specific determination as to whether any reason, or any particular aspect of any reason, supported or did not support its ultimate determination. Each of the Special Committee and the Board based its respective recommendations on the totality of the information presented. After considering these reasons, the Special Committee and the Board each concluded that the positive reasons related to the merger agreement and the transactions contemplated thereby, including the merger, substantially outweighed the potential negative reasons.

Portions of this explanation of the reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23 of this proxy statement.

Pursuant to an engagement letter, the Special Committee retained FT Partners as its financial advisor in connection with the merger and the transactions contemplated by the merger agreement. With respect to this engagement, the Special Committee requested that FT Partners evaluate whether the merger consideration to be received by the holders of eligible shares pursuant to the merger agreement is fair, from a financial point of view, to such holders. At a meeting of the Special Committee held on November 4, 2025, FT Partners rendered an oral opinion, confirmed by delivery of a written opinion dated November 5, 2025 to the Special Committee to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as described in its opinion, the merger consideration to be received by holders of eligible shares pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of FT Partners’ opinion, dated as of November 5, 2025, sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications with respect to the review undertaken by FT Partners. This opinion is attached as Annex D to this proxy statement and is incorporated herein by reference. The summary of FT Partners’ opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Forge stockholders are urged to read the opinion in its entirety. FT Partners’ written opinion was provided for the use and benefit of the Special Committee and the Board (in their capacity as such) in connection with and for the purposes of their evaluation of the merger and the transactions contemplated by the merger agreement, and was limited to the fairness, from a financial point of view, of the merger consideration to the holders of eligible shares pursuant to the merger agreement and did not address any other aspect of the merger or the transactions contemplated by the merger agreement. FT Partners expressed no opinion as to (i) the fairness of any consideration to be paid in connection with the merger and the transactions contemplated by the merger agreement to the holders of any other class of securities, creditors or other constituencies of Forge, (ii) the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of Forge’s officers, directors or employees, or any class of such persons, in connection with the merger agreement and the transactions contemplated by the merger agreement relative to the merger consideration to be received by holders of eligible shares, (iii) the price at which our common stock will trade at any time, (iv) the terms of the merger agreement or the documents referenced therein, (v) the underlying

business decision by Forge to engage in the merger and the transactions contemplated by the merger agreement, or (vi) the relative merits of the merger and the transactions contemplated by the merger agreement compared with any alternative transactions or business strategies. The issuance of FT Partners’ opinion was approved by a fairness committee of FT Partners. The opinion does not constitute a recommendation to any Forge stockholder as to how such stockholder should vote with respect to the merger and the transactions contemplated by the merger agreement or any other matter.

In arriving at its opinion, FT Partners, among other things:

In its analysis and in rendering its opinion, FT Partners assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Forge or that was publicly available to FT Partners (including, without limitation, the information described above) or that was otherwise reviewed by or for FT Partners. FT Partners did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did FT Partners evaluate the solvency of Forge under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to FT Partners or derived therefrom, FT Partners assumed that they were reasonably prepared based on assumptions reflecting management’s best currently available estimates and judgments as to the expected future results of operations and financial condition of Forge to which such analyses or forecasts relate. FT Partners expressed no view as to such analyses or forecasts or the assumptions on which they were based. FT Partners also assumed that the merger and the other transactions contemplated by the merger agreement will have the tax consequences described in discussions with, and materials furnished to FT Partners by, representatives of Forge, and will be consummated as described in the merger agreement. FT Partners also assumed that the representations and warranties that Forge, Schwab, and Merger Sub made in the merger agreement and the related agreements were and will be true and correct in all respects material to FT Partners’ analysis and that each party to the merger agreement and such other related documents will fully and timely perform all of the covenants and agreements required to be performed by such party, in all respects material to FT Partners’ analysis and its opinion. FT Partners is not a legal, regulatory or tax expert and relied on the assessments that advisors to Forge made with respect to such issues. FT Partners further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger and the transactions contemplated by the merger agreement will be obtained without any adverse effect on Forge or on the contemplated benefits of the merger and the transactions contemplated by the merger agreement.

FT Partners’ opinion was necessarily based on economic, monetary, regulatory, market and other conditions as in effect on, and the information made available to FT Partners as of, the date of its opinion. FT Partners’ opinion noted that subsequent developments may affect FT Partners’ opinion and that FT Partners does not have any obligation to update, revise or reaffirm its opinion. FT Partners’ opinion is limited to the fairness, from a financial point of view, of the merger consideration to the holders of eligible shares pursuant to the merger agreement.

The terms of the merger agreement, including the merger consideration, were determined through arm’s-length negotiations between the Special Committee and Schwab, and the decision to enter into the merger agreement was solely that of the Board, upon recommendation of the Special Committee. FT Partners’ opinion and financial analyses were only one of the many factors that the Special Committee and the Board considered in their evaluation of the merger and the transactions contemplated by the merger agreement and should not be viewed as determinative of the views of the Special Committee, the Board, or Forge management with respect to the merger and the transactions contemplated by the merger agreement or the merger consideration.

In accordance with customary financial advisory practice, FT Partners employed generally accepted valuation methodologies in rendering its opinion to the Special Committee on November 4, 2025 and in the financial analyses presented to the Special Committee and the Board on such date in connection with the rendering of FT Partners’ opinion. The following is a summary of the material financial analyses that FT Partners utilized in connection with rendering its opinion to the Special Committee and does not purport to be a complete description of the analyses or data that FT Partners presented. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and to more fully understand the financial analyses that FT Partners used, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of FT Partners’ analyses.

Selected Public Companies Analysis. Using publicly available information, FT Partners compared selected financial data of Forge with similar data for selected publicly traded companies engaged in businesses which FT Partners judged to be sufficiently analogous to those engaged in by Forge (or aspects thereof), as applicable. These companies are collectively referred to in this section as the “selected companies”:

FT Partners selected these companies because, among other reasons, they are publicly traded companies with a financial profile that, for the purposes of FT Partners' analysis, FT Partners considered to be similar to that of Forge. However, certain of these companies may have characteristics that are materially different from those of Forge and none of the selected companies are identical or directly comparable to Forge. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect Forge.

For each of the selected companies, FT Partners calculated enterprise value as a multiple of (i) last-twelve-month revenue as of November 3, 2025 (“EV / LTM Q3-2025 Revenue”), (ii) the analyst consensus estimates of revenue for calendar year 2025 (“EV / 2025 Revenue”), and (iii) the analyst consensus estimates of revenue for calendar year 2026 (“EV / 2026 Revenue”).

For Forge, based on the results of this analysis, FT Partners selected:

The analysis derived the following ranges of implied share prices of our common stock:

FT Partners compared these ranges to Schwab’s offer price of $45.00 per share.

Selected Precedent Transactions Analysis. Using publicly available information, FT Partners reviewed selected transactions involving businesses that, for purposes of FT Partner’s analysis, were considered similar to Forge’s business and which FT Partners in its professional judgment considered generally relevant for comparative purposes as transactions involving target companies with similar financial and operating characteristics, providing similar services and serving similar markets. These transactions are collectively referred to in this section as the “selected transactions”:

FT Partners reviewed enterprise values of the selected transactions as a multiple of the applicable target companies’ LTM revenue (“EV/LTM Revenue”), which indicated an EV/LTM Revenue multiple range of 2.1x to 4.7x at the 25th to 75th percentiles, respectively. For Forge, based on the results of this analysis, FT Partners applied this multiple range to Forge’s PF LTM Q3-2025 Revenue, which derived the following ranges of implied share prices of our common stock:

FT Partners compared this range to Schwab’s offer price of $45.00 per share.

Discounted Cash Flow Analysis. FT Partners performed a discounted cash flow analysis of Forge for the purpose of determining an implied share price of our common stock. In doing so, FT Partners calculated the estimated net present value of the unlevered free cash flows (see the section entitled “The Merger (Proposal 1)—Certain Unaudited Financial Information”) that Forge had forecasted to generate for the period from December 31, 2025 through December 31, 2030, based on the Base Case Projections and terminal values based on a multiple range of 10.0x to 16.0x applied to Forge’s estimated calendar year 2030 EBITDA less stock-based compensation (“SBC”). The unlevered free cash flows and terminal values were discounted to present value using discount rates ranging from 14.5% to 20.0%, which were based on an estimated weighted average cost of capital analysis for Forge.

This analysis indicated the following range of implied share prices of our common stock:

FT Partners compared this range to Schwab’s offer price of $45.00 per share.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data that FT Partners presented. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. FT Partners believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and FT Partners’ opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of FT Partners with respect to the actual value of Forge. The order of analyses described does not represent the relative importance or weight that FT Partners gave to those analyses. In arriving at its opinion, FT Partners did not attribute any particular weight to any analyses or factors that FT Partners considered, and FT Partners did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, FT Partners considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses that FT Partners used or made are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, FT Partners’ analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Forge and none of the selected transactions reviewed were identical

to the merger and the transactions contemplated by the merger agreement. However, the companies selected were chosen because they are publicly traded companies with financial profiles that, for purposes of FT Partners’ analysis, may be considered similar to that of Forge. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of FT Partners’ analysis, may be considered similar to the merger and the transactions contemplated by the merger agreement. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Forge and the transactions compared to the merger and the transactions contemplated by the merger agreement.

For financial advisory services rendered in connection with the merger and the transactions contemplated by the merger agreement, Forge has agreed to pay FT Partners an estimated fee of approximately $11.34 million, $1.25 million of which became payable to FT Partners at the time FT Partners delivered its opinion and the remainder of which is contingent and payable upon the consummation of the merger and the transactions contemplated by the merger agreement. In addition, Forge has agreed to reimburse FT Partners for its reasonable expenses and indemnify FT Partners against liabilities arising out of or in connection with the services rendered and to be rendered by FT Partners under its engagement.

During the two years preceding the date of FT Partners’ opinion, FT Partners and its affiliates have not had any material financial advisory or investment banking relationships with, nor have they received related fees from, Forge, Schwab, or their affiliates, other than FT Partners’ engagement and associated fees in connection with its role as a financial advisor to the Special Committee. In addition, FT Partners and its affiliates beneficially own 390,639 shares of our common stock purchased in the ordinary course of business. FT Partners and its affiliates do not hold shares of Schwab common stock. FT Partners and its affiliates may seek to, in the future, provide financial advisory and other financial services to Forge, Schwab, and their affiliates.

Forge’s management does not as a matter of course make public long-range projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates when applied to time periods further in the future. As a result, Forge does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Special Committee’s evaluation of the merger, at the direction of the Special Committee, Forge’s management independently prepared certain unaudited prospective financial information for Forge on a standalone basis for fiscal years 2025 through 2030, as reflected below, which we refer to generally as the “Base Case Projections” and the “Growth Case Projections” (together, the “Forge Projections”). The Special Committee provided guidance and direction to Forge management in the preparation of the Forge Projections. The Growth Case Projections differ from the Base Case Projections principally in that the Growth Case Projections present more optimistic sensitivities. In particular, the Growth Case Projections assume the successful rollout and adoption of the next generation platform (“ngp”) and next generation marketplace (“ngm”), along with meaningful expansion in asset management and data revenue streams, resulting in a materially higher revenue trajectory and operating leverage over the forecast period then reflected in the Base Case Projections. The Growth Case Projections also contemplate incremental upside from initiatives not fully modeled into the Base Case Projections, including tokenization of fund structures, expansion into international markets, and new distribution channels through registered investment advisors.

The Forge Projections were prepared solely for internal use and to assist the Special Committee and the Board with its consideration and evaluation of the merger. At the direction of the Special Committee, the Forge Projections were provided to potential acquirors participating in the sale process who executed confidentiality agreements with Forge, including Schwab. Although the Growth Case Projections were presented to the Special Committee in connection with its review of the Base Case Projections, only the Base Case Projections were approved by the Special Committee for FT Partners’ use and reliance, and only the Base Case Projections were used and relied upon by FT Partners, in connection with its financial analyses and opinion.

Forge is including a summary of the Forge Projections in this proxy statement in order to provide Forge stockholders with access to the projections that were made available to potential acquirors participating in the sale process who executed confidentiality agreements with Forge.

The following table presents a summary of the Base Case Projections:

The following table presents a summary of the Growth Case Projections:

The inclusion of the Forge Projections in this proxy statement should not be regarded as an indication that Forge or any of its affiliates, advisors or representatives (including FT Partners) have considered the Forge Projections to be predictive of actual future events, and the Forge Projections should not be relied upon as such. This summary of the Forge Projections is not being included in this proxy statement to influence your decision whether to vote in favor of any proposal. Forge advises the recipients of the Forge Projections that its internal financial forecasts upon which the Forge Projections were based are subjective in many respects.

Although presented with numerical specificity, the Forge Projections were based on numerous variables, assumptions and estimates as to future events made by Forge’s management that Forge’s management believed were reasonable at the time the Forge Projections were prepared, taking into account the relevant information available to management at the time (though, in the case of the variables, assumptions and estimates that cause the Growth Case Projections to exceed the Base Case Projections, such variables, assumptions and estimates represented sensitivities rather than management’s best then-currently available estimates and judgments as to Forge’s future financial performance). These variables, assumptions and estimates are inherently uncertain and many are beyond the control of Forge. Important factors that may affect actual results and cause the Forge Projections to not be achieved include, but are not limited to, risks and uncertainties relating to the business of Forge (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the probability of technological success, the regulatory and competitive environment, changes in technology, general business and economic conditions and other risk factors referenced in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” Various assumptions underlying the Forge Projections may not prove to have been, or may no longer be, accurate. The Forge Projections may not be realized, and actual results may be significantly higher or lower than projected in the Forge Projections. Each of the Base Case Projections and the Growth Case Projections reflect Forge on a standalone basis and do not account for the effects of the merger. The Forge Projections also reflect assumptions as to certain business strategies or plans that are subject to change. The Forge Projections reflect subjective judgement in many respects and thus are susceptible to multiple interpretations and periodic revisions. The Forge Projections do not take into account any circumstances or events occurring after the date they were prepared. The Forge Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Forge Projections in this proxy statement should not be relied on as necessarily predictive of actual future events, and actual results may differ materially (and will differ materially if the merger and the other transactions contemplated by the merger agreement are completed) from the Forge Projections. For all of these reasons, the internal

financial Forge Projections, and the assumptions upon which they are based, are (i) not guarantees of future results; (ii) inherently speculative; and (iii) subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in the Forge Projections. Accordingly, there can be no assurance that the Forge Projections will be realized.

The Forge Projections included in this proxy statement have been prepared by, and are the responsibility of, Forge. Neither Forge’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Forge Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The Forge Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”). The non-GAAP financial measures used in the Base Case Projections were relied upon by FT Partners at the instruction of the Special Committee for purposes of its financial analyses and opinion and by the Special Committee in connection with their evaluation of the merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by FT Partners for purposes of its financial analyses and opinion or by the Special Committee in connection with its evaluation of the merger. Accordingly, Forge has not provided a reconciliation of the financial measures included in the Forge Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Forge may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

None of Forge or any of its affiliates, advisors, officers, directors, partners or representatives (including FT Partners) can give you any assurance that actual results will not differ from these Forge Projections. Except as required by applicable law, none of Forge or any of its affiliates, advisors, officers, directors, partners or representatives (including FT Partners) undertake any obligation to update or otherwise revise or reconcile the Forge Projections or the specific portions presented to reflect circumstances existing after the date the Forge Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if any, reliance on the portions of the Forge Projections set forth above. None of Forge or any of its affiliates, advisors, officers, directors, partners or representatives (including FT Partners) intend to make publicly available any update or other revision to these Forge Projections. In addition, none of Forge or any of its affiliates, advisors, officers, directors, partners or representatives (including FT Partners) have made, make, or are authorized in the future to make, any representation to any stockholder or other person regarding Forge’s ultimate performance compared to the information contained in the Forge Projections or that projected results will be achieved, and any statements to the contrary should be disregarded.

In considering the recommendation of the Board that Forge stockholders approve the adoption of the merger agreement, Forge stockholders should be aware that the executive officers and directors of Forge have certain interests in the merger agreement, the merger and the other transactions contemplated by the merger agreement that may be different from, or in addition to, the interests of Forge stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the merger agreement and in making their recommendation that Forge stockholders approve the adoption of the merger agreement.

For purposes of this disclosure, references to our named executive officers or “NEOs” include Kelly Rodriques, our Chief Executive Officer and James Nevin, our Chief Financial Officer, our only two executive officers. While certain other individuals were included as the named executive officers of Forge in Forge’s most recent proxy statement for the fiscal year ended December 31, 2024, those individuals have, as of the date of this proxy statement, terminated employment with Forge and are no longer eligible to receive any payments or benefits in connection with the merger.

Upon the closing of the merger, Forge equity awards held by the NEOs will be treated in the same manner as those held by other employees of Forge, generally, as such treatment is described in “The Merger Agreement – Treatment of Common Stock and Equity Awards” and as set forth below.

At the effective time, each outstanding Forge option will be cancelled in exchange for the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (i) the number of shares of our common stock subject to such Forge option by (ii) the excess, if any, of the merger consideration over the exercise price, less applicable Taxes (as defined in the merger agreement), with any Forge option with an exercise price per share of our common stock that is greater than or equal to the merger consideration cancelled at the effective time for no consideration, payment or right to consideration or payment.

At the effective time, each outstanding Forge RSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge RSU by (ii) the Equity Award Exchange Ratio.

At the effective time, each outstanding Forge RSA will be assumed and converted into a Schwab RSA with respect to a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of Forge RSAs by (ii) the Equity Award Exchange Ratio.

At the effective time, each outstanding Forge PSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge PSU (based on the higher of target performance and actual performance) by (ii) the Equity Award Exchange Ratio. To the extent that an “overachievement payment” (or similar term) is earned in respect of a Forge PSU based on actual performance, the number of shares of our common stock subject to such Forge PSU will be deemed to include the number of shares of our common stock that would have been issued had such payment been fully satisfied in shares of our common stock, and the corresponding Schwab RSU will not include any further right to such a payment.

Each Schwab RSA will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSA and each Schwab RSU will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSU or PSU, as applicable, provided that, (1) the vesting of a Schwab RSU shall be accelerated upon a severance-qualifying termination by Schwab of the employment of the holder of the applicable Schwab RSU during the 12-month period commencing on the closing date and (2) Schwab RSUs corresponding to Forge PSUs shall no longer be subject to performance-based vesting conditions.

For an estimate of the amounts that would be payable to each of Forge’s NEOs in respect of their unvested Forge equity awards upon the closing of the merger and a subsequent qualifying termination of employment, see the section entitled “The Merger (Proposal 1)—Interests of Forge’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” beginning on page 56 of this proxy statement. The estimated aggregate value in respect of unvested Forge RSUs held by Forge’s six non-employee directors that would vest if the merger were to be completed and such non-employee directors were to cease providing services on the Board as of December 1, 2025 is $2,288,970.

Forge entered into an employment agreement with Mr. Rodriques which was last amended and restated on June 21, 2023 (the “Rodriques Agreement”). In the event of a termination of employment by Mr. Rodriques for “good reason” or by Forge without “cause” in the six months prior to, or 12 months following, a change in control of Forge (which includes the closing of the merger), pursuant to the terms of the Rodriques Agreement, Mr. Rodriques will be entitled

to (i) a cash payment equal to 3 times his annual base salary, (ii) a cash payment equal to 3 times the greatest of (1) the average of the last three annual bonuses paid prior to termination, (2) the last annual bonus paid prior to the change in control and (3) the last annual bonus paid prior to the termination, (iii) accelerated vesting of time-based equity awards, with outstanding options remaining exercisable for three years following termination, (iv) for performance-based grants for which performance has not been certified as of the date of the employment termination, certification of performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants and vesting of all tranches of such grants on the date of performance certification and (v) healthcare continuation coverage for two years (or if shorter, the remainder of the employment agreement term) at active employee rates under COBRA for the first 18 months and thereafter, as payment on an after tax basis of an allowance for replacement coverage. Such severance benefits are conditioned upon Mr. Rodriques’ execution and non-revocation of a general release of claims. The Rodriques Agreement provides for a perpetual confidentiality covenant, a non-competition covenant that applies during the term and for 18 months thereafter, and customer and employee non-solicitation and mutual non-disparagement covenants that apply during the term and for 24 months thereafter. For an estimate of the amounts that would be payable to Mr. Rodriques under the Rodriques Agreement upon a qualifying termination in connection with the merger, see the section entitled “The Merger (Proposal 1)—Interests of Forge’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” beginning on page 56 of this proxy statement.

Forge entered into an employment agreement with Mr. Nevin as of January 7, 2025 (the “Nevin Agreement”). In the event of a termination of employment by Mr. Nevin for “good reason” or by Forge without “cause” in the six months prior to, or 18 months following, a change in control of Forge (which includes the closing of the merger), pursuant to the terms of the Nevin Agreement, Mr. Nevin will be entitled to receive (i) a cash payment equal to 1.5 times his annual base salary, (ii) a cash payment equal to1.5 times the greatest of (1) the average of the last two annual bonuses paid prior to termination, (2) the last annual bonus paid prior to the change in control, (3) the last annual bonus paid prior to the termination and (4) if Mr. Nevin has been employed for less than two years, the average of (x) the last annual bonus paid prior to termination and (y) his target bonus, (iii) accelerated vesting of time-based equity awards, with outstanding options remaining exercisable for 18 months following termination, (iv) for performance-based grants for which performance has not been certified as of the date of employment termination, certification of performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants and vesting of all tranches of such grants on the date of performance certification and (v) healthcare continuation coverage at active employee rates under COBRA for 18 months. Such severance benefits are conditioned upon Mr. Nevin’s execution and non-revocation of a general release of claims. The Nevin Agreement provides for a perpetual confidentiality covenant, a non-competition covenant that applies during the term and for 12 months thereafter, and customer and employee non-solicitation and mutual non-disparagement covenants that apply during the term and for 18 months thereafter. For an estimate of the amounts that would be payable to Mr. Nevin under the Nevin Agreement upon a qualifying termination in connection with the merger, see the section entitled “The Merger (Proposal 1)—Interests of Forge’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” beginning on page 56 of this proxy statement.

If the closing of the merger occurs prior to the date bonuses in respect of the 2026 fiscal year would be paid in the ordinary course, Forge will pay each of its eligible employees an annual bonus for 2026, pro-rated for the portion of 2026 elapsed prior to the closing, payable within 30 days following the closing date, with such bonuses based on (i) target performance in the event the closing occurs on or prior to June 30, 2026 and (ii) the higher of target performance and actual performance through the effective time in the event the closing occurs on or after July 1, 2026. Schwab will pay each eligible Forge employee an annual bonus for 2026, prorated for the portion of 2026 between the closing date and the last day of 2026, based on actual performance, with such amounts paid payable at the same time as Schwab regularly pays annual cash bonuses to similarly situated employees (but no later than March 15, 2027).

In addition to the payments and benefits described above, under the terms of the merger agreement, Forge may take certain compensation actions prior to the completion of the merger that will affect its directors and executive officers, although determinations related to such actions have not been made as of the date of this proxy statement and the impact

of such actions is not reflected in the amounts estimated above and in the section entitled “The Merger (Proposal 1)—Interests of Forge’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” below. Among other actions, Forge may pay directors fees and other compensation and benefits in the ordinary course of business. Forge may also determine and pay annual bonuses in respect of the 2025 fiscal year based on actual performance if the effective time has not occurred by the time such bonuses would be paid in the ordinary course of business, and make grants of annual 2026 equity awards to directors and executive officers in the ordinary course of business, consistent with past practice, subject to certain limitations.

In addition, Forge may accelerate the vesting and payment of certain compensatory amounts so that they are paid in 2025 to mitigate adverse tax consequences with respect to Sections 280G and 4999 of the Code (as defined in the merger agreement). Based on a preliminary Section 280G analysis completed as of the date of this proxy statement, such tax planning will likely be implemented by Forge for Mr. Nevin, and may include accelerating the vesting of Forge equity awards that would have otherwise vested in 2026 so that they vest in 2025 and determining and paying Mr. Nevin’s 2025 bonus on or prior to December 31, 2025, in each case, subject to an obligation that Mr. Nevin repay such amounts in the event that he resigns his employment without “good reason” or is terminated for “cause” prior to the original vesting or payment date, as applicable.

Pursuant to the terms and subject to the conditions of the merger agreement, Forge’s directors and officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. For a description of such ongoing indemnification and coverage obligations, see the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 74 of this proxy statement.

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation arrangements of each of Forge’s named executive officers that is based on or otherwise relates to the merger and that will or may become payable to Forge’s named executive officers at the effective time or upon a qualifying termination of employment that occurs following the effective time, assuming (i) the effective time occurs on December 1, 2025 (which is the latest practicable date prior to the filing of this proxy statement/prospectus), (ii) each of the Forge named executive officers experiences a qualifying termination on such date, (iii) the Forge named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of the date of this filing, (iv) Forge RSU Awards and Forge PSU Awards held by Forge’s named executive officers that are outstanding as of December 1, 2025, remain outstanding and unvested as of immediately prior to the effective time, (v) a per share value equal to the merger consideration of $45.00, (vi) no Forge named executive officer receives any additional equity grants prior to the closing, and (vii) each Forge named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits described below.

The amounts below are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above and in the footnotes to the table. As a result of the foregoing, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts presented in the table below.

Schwab and Merger Sub have represented in the merger agreement that, as of the closing date, Schwab and Merger Sub will have available sufficient cash, available lines of credit or other sources of immediately available funds necessary to pay the amounts required to be paid by Schwab or Merger Sub, as applicable, pursuant to the merger agreement. These obligations of Schwab and Merger Sub are not subject to any condition with respect to Schwab’s or Merger Sub’s ability to obtain financing for the merger.

On the terms and subject to the conditions of the merger agreement and in accordance with the DGCL, the closing will occur, on a date to be specified by the parties, which will be no later than the fourth business day after the satisfaction or waiver (to the extent permitted by applicable law) (described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger,” beginning on page 76 of this proxy statement) of all of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing), by electronic exchange of deliverables, or another date, time or place is agreed to in writing by Forge and Schwab.

Assuming timely receipt of required regulatory approvals and clearances and satisfaction of other closing conditions, including obtaining the requisite Forge stockholder approval, we currently expect the closing to occur in the first half of 2026.

Upon the terms and subject to the conditions set forth in the merger agreement, on the closing date, the parties will file the certificate of merger with the Secretary of State of the State of Delaware, in such form as required by the DGCL.

The merger will become effective upon the filing and acceptance of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as Forge and Schwab may agree in writing and specify in the certificate of merger in accordance with the relevant provisions of the DGCL).

Following the completion of the merger, our common stock will be delisted from the NYSE and will be deregistered under the Exchange Act, and Forge will cease to be a public company.

The respective obligations of the parties to effect the merger are subject to certain regulatory approvals and clearances. Subject to the terms and conditions set forth in the merger agreement, the merger cannot be completed until (i) the applicable waiting period (and any extension thereof) under the HSR Act, and, if applicable, any contractual waiting periods under any timing agreements with a governmental entity applicable to the consummation of the transactions contemplated by the merger agreement, has expired or been terminated and (ii) and receipt of other customary required regulatory approvals (the “required regulatory approvals”), including:

There can be no assurance that all of the regulatory approvals described above, or any other regulatory approvals that might be required to consummate the merger, will be sought or obtained and, if obtained, there can be no assurance as to the timing of any approvals, the ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that any governmental entity or any private party will not attempt to challenge the merger on antitrust grounds, and, if such a challenge is made, there can be no assurance as to its result. You should read the section entitled “The Merger Agreement—Regulatory Filings and Efforts to Consummate the Merger” for a description of the parties’ obligations with respect to regulatory approvals related to the merger.

As of December 15, 2025, we are aware of one complaint that has been filed in connection with the merger. The complaint alleges, among other things, that certain disclosures in the preliminary proxy statement filed by Forge on December 5, 2025 in connection with the merger were materially incomplete and misleading.

The action is captioned Jocic v. Forge Global Holdings, Inc. et al., No. 1:25-cv-15078 (Dec. 11, 2025), filed in the United States District Court for the Northern District of Illinois. The complaint names Forge and the current members of the Board as defendants.

The complaint alleges, among other things, violations of Sections 14(a) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9. The complaint seeks, among other relief, to enjoin Forge from consummating the merger and to be awarded rescissory damages, including reasonable attorneys' and expert fees and expenses.

Forge believes that the allegations asserted in the complaint are without merit. As of December 15, 2025, Forge was not aware of the filing of other lawsuits challenging the merger or the proxy statement; however, additional lawsuits arising out of the merger or this proxy statement may be filed in the future.

The exchange of shares of our common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for such purposes, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 86 of this proxy statement) who receives cash in the merger in exchange for shares of our common stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that the U.S. holder receives pursuant to the merger with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisor regarding the particular tax consequences of the merger to you, including any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

The following is a summary of the material terms and conditions of the support agreements. The rights and obligations of the parties to the support agreements are governed by the express terms and conditions of the support agreements and not by this discussion, which is summary by nature. This summary does not purport to be complete and may not contain all of the information about the support agreements that is important to you. This discussion is qualified in its entirety by reference to the complete text of the support agreements, copies of which are attached to this proxy statement as Annex B and Annex C and which are incorporated by reference into this proxy statement. We encourage you to read the support agreements carefully and in their entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger. Additional information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 95 of this proxy statement.

On November 5, 2025, concurrently with the execution of the merger agreement, Schwab entered into support agreements with each of (i) Motive Capital Fund I-A, LP, Motive Capital Fund I-B, LP, Motive Capital Fund I-MPF, LP, MCF2 FG Aggregator, LLC and Motive Capital Funds Sponsor, LLC (the “Motive Entities”) (such agreement, as it may be amended or supplemented from time to time, the “Motive support agreement”) and (ii) Deutsche Börse AG (“DB”) (such agreement, as it may be amended or supplemented from time to time, the “DB support agreement”).

Pursuant to the DB support agreement, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of Forge stockholders, however called, and in connection with any written consent of the stockholders of Forge, in each case, to the extent that DB is entitled to vote its Covered Shares therein in its capacity as a stockholder, DB has agreed to vote or cause to be voted (including by proxy or written consent, if applicable) all such Covered Shares: (a) in favor of the merger agreement proposal; (b) against any acquisition proposal (as defined in the section entitled “The Merger Agreement—No Solicitation; Changes in Board Recommendation,” beginning on page 68 of this proxy statement); and (c) against any action, proposal, transaction, agreement or amendment of Forge’s organizational documents, in each case of this clause (c), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of DB contained in the DB support agreement or (2) prevent or materially impede, materially delay, materially interfere with or materially postpone the consummation of the transactions contemplated by the merger agreement, including the merger.

Pursuant to the Motive support agreement, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of Forge stockholders, however called, and in connection with any written consent of the stockholders of Forge, the Motive Entities have agreed to vote or cause to be voted (including by proxy or written consent, if applicable) all such Covered Shares: (a) in favor of the merger agreement proposal; (b) against any acquisition proposal (as defined in the section entitled “The Merger Agreement—No Solicitation; Changes in Board Recommendation,” beginning on page 68 of this proxy statement); and (c) against any action, proposal, transaction, agreement or amendment of Forge’s organizational documents, in each case of this clause (c), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Forge contained in the merger agreement, or of the Motive Entities contained in the Motive support agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the merger agreement, including the merger.

At the close of business on the record date, (i) the Covered Shares held by the Motive Entities represented approximately 14.71% of the outstanding voting power of our common stock and (ii) the Covered Shares held by DB represented approximately 11.67% of the outstanding voting power of our common stock.

By entering into the support agreements, each of the Motive Entities and DB has agreed, on the terms and subject to the conditions set forth in each support agreement, during the Support Period, at the special meeting (and at every adjournment or postponement thereof), to be represented in person or by proxy at the special meeting in order for the Covered Shares to be counted as present for purposes of establishing a quorum.

Each support agreement will automatically terminate and will have no further force or effect upon the earliest to occur of the following: (a) such time as the merger agreement is terminated in accordance with its terms, (b) the Board effecting a change of recommendation in compliance with the merger agreement (provided, that, in the case of the DB support agreement, if, in such case, the merger agreement is not terminated and, thereafter, the Board revises its recommendation in favor of the merger agreement proposal then the DB support agreement will be reinstated as of such time and continue in full force and effect), (c) the effective time or (d) in the case of the DB support agreement, any amendment, supplement or modification of the merger agreement that reduces the amount of or changes the form of consideration payable to DB pursuant to the merger agreement or that is adverse to DB.

Upon completion of the merger, our common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

The following is a summary of the material terms and conditions of the merger agreement. The rights and obligations of the parties to the merger agreement are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger. Additional information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 95 of this proxy statement.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement and are not intended to provide any factual information about Forge, Schwab or Merger Sub or to modify or supplement any factual disclosures about Forge or Schwab contained in this proxy statement or in Forge’s or Schwab’s public reports filed with the SEC. In particular, the merger agreement and this summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to Forge or Schwab. The merger agreement contains representations and warranties by and covenants of Forge, Schwab and Merger Sub that were made only for purposes of the merger agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, were qualified and subject to important limitations in connection with negotiating the terms of the merger agreement (including by being qualified by the confidential disclosure letter exchanged between the parties to the merger agreement) and may be subject to a contractual standard of materiality that may differ from what may be viewed as material by investors. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement.

Additional information about Forge may be found elsewhere in this proxy statement and Forge’s other public filings. See “Where You Can Find More Information.”

Subject to the terms and conditions of the merger agreement and pursuant to Section 251 and Section 259 of the DGCL, (a) at the effective time, Merger Sub will be merged with and into Forge and the separate corporate existence of Merger Sub will then cease, (b) Forge will be the surviving corporation in the merger and, from and after the effective time, will be a direct wholly owned subsidiary of Schwab and the separate corporate existence of Forge will continue unaffected by the merger, and (c) the merger will have such other applicable effects set forth in the DGCL.

Subject to the provisions of the merger agreement, the closing of the merger will take place on a date to be specified by the parties, which will be no later than the fourth business day after the date the closing conditions (described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger”) (other than any such conditions which by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions at the closing) have been satisfied or, to the extent permitted by applicable law, waived by the party or parties entitled to the benefit of such conditions, or at such other place, and at such other time, or on such other date as the parties may mutually agree in writing.

Assuming the timely receipt of required regulatory approvals and the satisfaction of other closing conditions, including obtaining the requisite Forge stockholder approval, we currently expect the closing to occur in the first half of 2026.

On the closing date, Forge will (a) cause the certificate of merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and (b) deliver and tender, or cause to be

delivered or tendered, as applicable, any taxes and fees and make all other filings or recordings required under the DGCL in connection with such filing of the certificate of merger and the merger, which will become effective at the date and time when the certificate of merger has been executed and filed pursuant to the foregoing clause (a), or at such later date and time as may be agreed by the parties in writing and specified in the certificate of merger so executed and filed.

Prior to the closing date, Forge will cooperate with Schwab and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary or advisable on its part under applicable law, including, for the avoidance of doubt, the rules and policies of the NYSE to enable the delisting by the surviving corporation of our shares of common stock from the NYSE and the deregistration of the shares of our common stock under the Exchange Act as promptly as practicable after the effective time, but in any event no more than 10 days thereafter.

At the effective time, the certificate of incorporation of the surviving corporation will be amended and restated in its entirety to read substantially as set forth in Exhibit A to the merger agreement, until thereafter duly amended, restated or amended and restated as provided therein and/or by applicable law, in each case consistent with the obligations described in the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

The parties will take all actions necessary so that the bylaws of the surviving corporation will be substantially as set forth in Exhibit B to the merger agreement, until thereafter amended, restated or amended and restated as provided therein, in the certificate of incorporation and/or by applicable law, in each case consistent with the obligations described in the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

The parties will take all actions necessary so that the board of directors of Merger Sub immediately prior to the effective time will, from and after the effective time, be the directors of the surviving corporation, each to hold office until his or her or their successor has been duly elected or appointed and qualified or until his or her or their earlier death, resignation or removal pursuant to the certificate of incorporation, the bylaws and/or applicable law.

The officers of Merger Sub immediately prior to the effective time will, from and after the effective time, be the officers of the surviving corporation, each to hold office until his or her or their successor has been duly elected or appointed and qualified or until his or her or their earlier death, resignation or removal pursuant to the certificate of incorporation, the bylaws and/or applicable law.

Forge Common Stock. Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time, (i) each share of our common stock that is owned by (A) Schwab, Merger Sub, the Company or any wholly owned subsidiary of Schwab or Forge (in each case, not held on behalf of third parties) and (B) the stockholders who have duly demanded appraisal pursuant to Section 262 of the DGCL and have not effectively withdrawn or otherwise waived or lost such right to appraisal under Section 262 of the DGCL (the “dissenting shares”), in each case will cease to be outstanding, will be cancelled without payment of any consideration therefor and will cease to exist (subject to any rights any holder of dissenting shares may have pursuant to the terms of the merger agreement and applicable law with respect to such dissenting shares) and (ii) each other share of our common stock issued and outstanding immediately prior to the effective time will be converted into the right to receive an amount in cash equal to $45.00, without interest and less any applicable withholding taxes. From and after the effective time, all eligible shares will no longer be outstanding and will automatically be cancelled and extinguished and will cease to exist, and each holder of a certificate share (a “certificate”) or book-entry share (a “book-entry share”) (as applicable) representing any eligible shares will only have the right to receive the merger consideration therefor, without interest thereon and less any applicable withholding taxes, upon the surrender of such certificate or transfer of such book-entry share (as applicable) in accordance with the merger agreement.

Forge Options. At the effective time, each outstanding Forge option will be cancelled in exchange for the right to receive, without interest, an amount in cash equal to the product obtained by multiplying (i) the number of shares of our common stock subject to such Forge option by (ii) the excess, if any, of the merger consideration over the exercise price, less applicable Taxes, with any Forge option with an exercise price per share of our common stock that is greater than or equal to the merger consideration cancelled at the effective time for no consideration, payment or right to consideration or payment.

Forge RSUs. At the effective time, each outstanding Forge RSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge RSU by (ii) the Equity Award Exchange Ratio.

Forge PSUs. At the effective time, each outstanding Forge PSU will be assumed and converted into a Schwab RSU denominated in a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of shares of our common stock subject to such Forge PSU (based on the higher of target performance and actual performance) by (ii) the Equity Award Exchange Ratio. To the extent that an “overachievement payment” (or similar term) is earned in respect of a Forge PSU based on actual performance, the number of shares of our common stock subject to such Forge PSU will be deemed to include the number of shares of our common stock that would have been issued had such payment been fully satisfied in shares of our common stock, and the corresponding Schwab RSU will not include any further right to such a payment.

Forge RSAs. At the effect time, each outstanding Forge RSA will be assumed and converted into a Schwab RSA with respect to a number of shares of Schwab common stock equal to the product (rounded to the nearest whole number) obtained by multiplying (i) the number of Forge RSAs by (ii) the Equity Award Exchange Ratio.

Each Schwab RSA will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSA and each Schwab RSU will otherwise continue to be governed by the same terms and conditions as were applicable to the corresponding Forge RSU or PSU, as applicable, provided that, (1) the vesting of a Schwab RSU will be accelerated upon a severance-qualifying termination by Schwab of the employment of the holder of the applicable Schwab RSU during the 12-month period commencing on the date closing date and (2) Schwab RSUs corresponding to Forge PSUs shall no longer be subject to performance-based vesting conditions.

Forge Warrants. At the effective time, each outstanding warrant to purchase shares of our common stock (a “Forge Warrant”) will be cancelled for no consideration and will cease to be outstanding, except that, the Forge Warrants issued on October 28, 2020 to Avenue Venture Opportunities Fund, LP, representing 18,863 shares of our common stock, will be entitled to receive the merger consideration in accordance with their terms.

Prior to the effective time, Forge is required to take all actions that may be necessary or required under Forge’s employee stock purchase plan (“ESPP”) to ensure that no offering period will be authorized or commenced after the date of the merger agreement, participants may not increase deductions under the ESPP after the date of the merger agreement, no new participants may begin participation after the date of the merger agreement, the applicable purchase price for shares of our common stock will not be decreased below the levels set forth in the ESPP as of the date of the merger agreement, and the ESPP will terminate in its entirety, contingent on the occurrence of the effective time.

Schwab will designate a bank or trust company that is reasonably acceptable to Forge to act as agent for the holders of the eligible shares in connection with the merger (the “paying agent”) and to receive the funds to which holders of the eligible shares will become entitled in accordance with the merger agreement. At or prior to the effective time, Schwab will deposit, or cause to be deposited, with the paying agent, an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the paying agent to make payments in respect of the eligible shares pursuant to the merger agreement (the “exchange fund”).

As promptly as practicable after the effective time (but in any event within five business days thereafter), Schwab will cause the paying agent to mail or otherwise provide each holder of record of eligible shares that are (A) certificates formerly representing any eligible shares (“certificates”) or (B) book-entry account formerly representing any non-certificated eligible shares (“book-entry shares”) not held, directly or indirectly, through The Depository Trust Company (“DTC”) notice advising such holders of the effectiveness of the merger, which notice will include:

With respect to book-entry shares held, directly or indirectly, through DTC, Schwab and Forge will cooperate to establish procedures with the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the paying agent will transmit to DTC or its nominees as promptly as practicable after the effective time, upon surrender of eligible shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Schwab, Forge, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the merger consideration to which the beneficial owners thereof are entitled to receive as a result of the merger pursuant to the merger agreement.

You should not return your certificates with the enclosed proxy card, and you should not forward your certificates to the paying agent without a letter of transmittal. Holders of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration that such holders are entitled to receive as a result of the merger pursuant to the merger agreement.

Upon surrender to the paying agent of eligible shares that (A) are certificates, by physical surrender of such certificates (or affidavits of loss in lieu of the certificates, as provided in the merger agreement) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the paying agent, (B) are book-entry shares not held through DTC, by book-receipt of an “agent’s message” by the paying agent in connection with the surrender of book-entry shares (or such other reasonable evidence, if any, of surrender with respect to such book-entry shares, as the paying agent may reasonably request pursuant to the terms and conditions of the paying agent agreement), in each case of the foregoing clauses (A) and (B), pursuant to such materials and instructions contemplated by the merger agreement, and (C) are book-entry shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Forge, Schwab, the paying agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to the merger agreement, the holder of such certificate or book-entry share will be entitled to receive in exchange therefor, and Schwab will cause the paying agent to pay and deliver, out of the exchange fund, as promptly as practicable to such holders, an amount in cash in immediately available funds (after giving effect to any required tax withholdings as provided in the merger agreement) equal to the product obtained by multiplying (1) the number of eligible shares represented by such certificates (or affidavits of loss in lieu of the certificates, as provided in the merger agreement) or such book-entry shares by (2) the merger consideration, and each certificate so surrendered will forthwith be cancelled.

In the event of a transfer of ownership of any certificate that is not registered in the stock transfer books or ledger of Forge or if the consideration payable is to be paid in a name other than that in which the certificate or certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of Forge, a check for any cash to be exchanged upon due surrender of any such certificate or certificates may be issued by the paying agent to such a transferee if the certificate or certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the paying agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Schwab and the paying agent. Payment of the merger consideration with respect to book-entry shares will only be made to the person in whose name such book-entry shares are registered in the stock transfer books or ledger of Forge.

From and after the effective time, there will be no transfers on the stock transfer books or ledger of Forge of the eligible shares.

In the event any certificate has been lost, stolen or destroyed, upon the making of an affidavit of such fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Schwab and/or the paying agent pursuant to the paying agent agreement or otherwise, the posting by such person of a bond in customary amount and upon such terms as may be required by Schwab and/or the paying agent pursuant to the paying agent agreement or otherwise as indemnity against any claim that may be made against it or the surviving corporation with respect to such certificate, the paying agent will, in exchange for such certificate, issue a check in the amount (after giving effect to any required tax withholdings as provided in the merger agreement) equal to the product obtained by multiplying (i) the number of eligible shares represented by such lost, stolen or destroyed certificate by (ii) the merger consideration.

Any portion of the exchange fund (including any interest and other income resulting from any investments thereof (if any)) that remains unclaimed by the holders of eligible shares for 180 days from and after the closing date will be delivered to Schwab or the surviving corporation, as determined by Schwab. Any holder of eligible shares who has not theretofore complied with the procedures, materials and instructions contemplated by the merger agreement will thereafter look only to the surviving corporation as a general creditor thereof for such payments (after giving effect to any required tax withholdings as provided in the merger agreement) in respect thereof.

Each of Schwab, the surviving corporation and the paying agent (and any of their respective affiliates) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the merger agreement to any holder of eligible shares or company options such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable tax law. To the extent that amounts are so withheld, such withheld amounts (i) will be timely remitted to the applicable governmental entity, and (ii) will be treated for all purposes of the merger agreement as having been paid to the holder of eligible shares or Forge options in respect of which such deduction and withholding was made. The parties agree to take commercially reasonable efforts to cooperate to eliminate or reduce any such deduction or withholding.

In the merger agreement, Forge makes representations and warranties, subject to certain exceptions in the merger agreement, in the confidential disclosure schedule delivered by Forge to Schwab in connection with the merger agreement (the “Forge disclosure schedule”) and in certain of Forge’s public filings, as to, among other things:

Many of the representations and warranties in the merger agreement are qualified by, among other things, exceptions relating to the absence of a “Forge material adverse effect,” which means any event, development, change, effect, state of facts, condition, circumstance or occurrence (each an “Event”) that, individually or in the aggregate with any other Event is, or would reasonably be expected to, be materially adverse to the financial condition, business, assets, liabilities or results of operations of Forge and its subsidiaries (taken as a whole). However, no Event to the extent resulting from, arising out of or related to, any of the following, either individually or in the aggregate, will be taken into account in determining whether a Forge material adverse effect has occurred:

except that, if one or more of the Events set forth in the first, second, fourth and sixth bullets above materially and disproportionately adversely affects Forge and its subsidiaries compared to other companies operating in the financial services and financial technology industries in which Forge and its subsidiaries operate or their products or services are sold or sourced, as applicable, then the incremental material and disproportionate impact of such Events will be taken into account in determining whether a Forge material adverse effect has occurred, but only to the extent otherwise permitted by this definition.

Forge has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time (or any earlier termination of the merger agreement). In general, unless approved in writing by Schwab (which consent may not be unreasonably conditioned, withheld or delayed) and except as otherwise expressly required by the merger agreement or as is required by applicable law, Forge has agreed to, and to cause each of its subsidiaries to, use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business and to use and cause each of its subsidiaries to use their respective commercially reasonable efforts to maintain Forge’s and its subsidiaries’ relations and goodwill with key governmental entities, customers, suppliers, and employees.

Forge has further agreed that, in certain cases, subject to certain ordinary course of business exceptions, exceptions for actions between or among Forge and its subsidiaries and exceptions specified in the merger agreement, Forge will not, and will cause its subsidiaries not to: