8-K
Schwab Charles Corp (SCHW)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 6, 2025
The Charles Schwab Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-9700
| Delaware | 94-3025021 |
|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (I.R.S. Employer<br>Identification No.) |
3000 Schwab Way, Westlake, TX 76262
(Address of principal executive offices, including zip code)
(817) 859-5000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock - $.01 par value per share | SCHW | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th ownership interest in a share of 5.95% Non-Cumulative Preferred Stock, Series D | SCHW PrD | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th ownership interest in a share of 4.450% Non-Cumulative Preferred Stock, Series J | SCHW PrJ | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure |
|---|
On November 6, 2025, The Charles Schwab Corporation (“Schwab”) issued a press release announcing it has entered into a definitive agreement to acquire Forge Global Holdings, Inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
In connection with the announcement of the acquisition, Schwab issued an investor presentation containing supplemental information regarding the transaction, a copy of which is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br>No. | Description |
| --- | --- |
| 99.1 | Press Release of The Charles Schwab Corporation, dated as of November 6, 2025 |
| 99.2 | Investor Presentation of The Charles Schwab Corporation, dated as of November 6, 2025 |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CHARLES SCHWAB CORPORATION | ||
|---|---|---|
| Date: November 6, 2025 | By: | /s/ Michael Verdeschi |
| Michael Verdeschi | ||
| Managing Director and Chief Financial Officer |
EX-99.1
Exhibit 99.1
| News Release | |
|---|---|
| Contacts: | |
| MEDIA: | INVESTORS/ANALYSTS: |
| Mayura Hooper | Jeff Edwards |
| Charles Schwab | Charles Schwab |
| Phone:<br>415-667-1525 | Phone:<br>817-854-6177 |
| FORGEMEDIA: | FORGE IR: |
| Lindsay Riddell | Idalia Rodriguez, Arbor Advisory Group |
| press@forgeglobal.com | ir@forgeglobal.com |
CHARLES SCHWAB TO ACQUIRE FORGE GLOBAL CREATING
PREMIER DESTINATION TO DEMOCRATIZE ACCESS TO PRIVATE MARKETS
WESTLAKE, Texas, November 6, 2025 – The Charles Schwab Corporation (Schwab) today announced it has entered into a definitive agreement to acquire Forge Global Holdings, Inc. [NYSE: FRGE] (Forge) in a transaction valued at approximately $660 million. Forge operates the premier private market platform and a leading trading marketplace through which investors have bought and sold more than $17 billion in private company shares^1^.
Forge offers qualified* investors a range of direct and indirect opportunities to participate in the private markets. Its combination of a direct marketplace, private company solutions, and proprietary data helps enhance private market access and transparency for qualified investors. The company also has forthcoming interval funds which are designed to broaden access to private market exposure with lower costs and reduced minimums.
“Our acquisition of Forge builds on more than half a century of Schwab innovating on behalf of individual investors, advisors and employers,” said Rick Wurster, president and chief executive officer of Charles Schwab. “Through Forge’s leading marketplace, we’re uniquely positioned to deepen liquidity, improve transparency, and further democratize access to this increasingly important source of wealth creation for investors. Schwab’s entry into this space also gives private-share issuers more choice and liquidity for founders, employees, and early backers.”
Combining Schwab’s Industry-Leading^2^ Reach across 46 million Accounts with Forge’sExpertise to Redefine Private Market Access
This acquisition accelerates Schwab’s strategy to deliver private markets capabilities to retail and advisor clients, building on its expansive suite of wealth, advisory, and investment management solutions, to meet the complex needs of investors. Multi-decade industry trends and rising investor demand for broader diversification are driving sustained momentum in private markets and private wealth capital allocated to alternative asset classes is expected to grow from $4 trillion today to $13 trillion by 2032^3^. The addition of direct access to private securities through Forge builds on our recent launch of Schwab Alternative Investments Select, a new alternative investments platform supported by a dedicated team of experts, which is now available to all eligible retail clients with more than $5 million in household assets at Schwab.
| ^1^ | Based on historical transaction data from inception through September 30, 2025. |
|---|---|
| ^2^ | As disclosed by publicly-traded peers. |
| --- | --- |
| ^3^ | Source: Bain & Co. |
| --- | --- |
Earlier this month, Schwab announced the launch of Schwab Private Issuer Equity Services, a complete equity management solution designed to support private companies in the late stages prior to IPO. Schwab Private Issuer Equity Services makes Schwab’s decades of experience managing equity programs for the world’s largest public companies available to private company administrators looking for a partner that can scale with them.
Together, Schwab and Forge will unite private stock plan administration and liquidity access in a single, integrated ecosystem that benefits all participants. Through this acquisition, Schwab will build on Forge’s decade plus experience helping private companies deliver capital and liquidity solutions through a partnership model rooted in company approval and trusted collaboration.
Kelly Rodriques, CEO of Forge said, “This combination will transform how the private market works. With Schwab’s reach and Forge’s solutions, private companies will gain access to liquidity and new growth options from an expanded market of qualified retail investors, while investors will gain new ways to invest in the innovation economy. Together, we’re making the private markets work better for everyone.”
“Access to Schwab’s 46 million client accounts and $11.6 trillion in client assets creates a strong distribution platform for private securities,” said Wurster. “With the pool of private companies growing and remaining private for longer, a leading platform for individual investors to participate in private markets offers durable, strategic value. We expect meaningful growth in this space and believe our platform will become a go-to venue where retail investors discover new investment opportunities.”
Transaction Details
Under the terms of the agreement, Schwab will acquire all of Forge’s issued and outstanding common shares for $45 cash per Common Share. The transaction has been unanimously approved by the Boards of Directors of Schwab and Forge. The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including approval by Forge’s stockholders and regulatory approvals. Forge’s two largest stockholders, Motive Capital and Deutsche Börse, have entered into agreements committing to support the transaction.
J.P. Morgan Securities, LLC served as financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Schwab. Financial Technology Partners served as financial advisor and Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to a Special Committee of Forge’s Board of Directors. Sullivan & Cromwell LLP acted as legal advisor to Forge.
Management Conference Call
A conference call to discuss the announced transaction will be held today, November 6, 2025, at 8:30 a.m., Eastern Standard Time with Schwab President and CEO Rick Wurster and CFO Mike Verdeschi. Access via webcast is available at www.schwabevents.com/corporation.
About Forge
Forge (NYSE: FRGE) is a leading provider of marketplace infrastructure, data services and technology and investment solutions for private market participants. Forge Securities LLC is a registered broker-dealer and a Member of FINRA that operates an alternative trading system. For more information, visit forgeglobal.com.
About Charles Schwab
The Charles Schwab Corporation (NYSE: SCHW) is a leading provider of financial services, with 38.0 million active brokerage accounts, 5.6 million workplace plan participant accounts, 2.2 million banking accounts, and $11.59 trillion in client assets. Through its operating subsidiaries, the company provides a full range of wealth management, securities brokerage, banking, asset management, custody, and financial advisory services to individual investors and independent investment advisors. Its broker-dealer subsidiary, Charles Schwab & Co., Inc. (member SIPC, https://www.sipc.org), and its affiliates offer a complete range of investment services and products including an extensive selection of mutual funds; financial planning and investment advice; retirement plan and equity compensation plan services; referrals to independent, fee-based investment advisors; and custodial, operational and trading support for independent, fee-based investment advisors through Schwab Advisor ServicesTM. Its primary banking subsidiary, Charles Schwab Bank, SSB (member FDIC and an Equal Housing Lender), provides banking and lending services and products. More information is available at https://www.aboutschwab.com.
FORWARD LOOKING STATEMENTS
This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, specifically relating to timing, completion and funding of the acquisition; investor interest in private markets; plans for expansion of private market capabilities and access; competitive positioning and organic growth; and acquisition synergies, financial impact and revenue diversification.
These forward-looking statements reflect management’s beliefs, expectations and objectives as of today and are subject to risks and uncertainties that could cause actual results to differ materially. Important factors that could cause results to differ include management’s ability to close the transaction on the anticipated terms and timing; required regulatory approvals and approval by Forge’s stockholders; disruptions to Forge’s business as a result of the announcement and pendency of the acquisition; and the ability and timeframe to integrate the business and realize the anticipated benefits. Additional risks and uncertainties that could affect future results are discussed in the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on the company’s website (https://www.aboutschwab.com/financial-reports) and on the Securities and Exchange Commission’s website (www.sec.gov). The information in this presentation speaks only as of November 6, 2025 (or such earlier date as may be specified herein). The company makes no commitment to update any forward-looking statements.
Investors should carefully consider the investment objectives, risks, charges, and expenses before investing. The prospectus, offering document or privateplacement memorandum contains this and other information. It should be read carefully before investing. This is not an offer of, or a solicitation to subscribe to or purchase, securities.
| * | Only investors who qualify as accredited investors, qualified clients, or qualified<br>purchasers are eligible to invest in private company securities. Investing involves risks, including loss of principal. |
|---|
Private markets (e.g., private company securities) are highly illiquid and there is no guarantee that a market will develop for such securities. Each investment carries its own risks, and you should conduct your own due diligence regarding the investment, including obtaining independent professional advice.
This press release contains forward-looking statements relating to client adoption of wealth solutions, and the company’s organic growth, capital ratios and return of capital. These forward-looking statements reflect management’s expectations as of the date hereof. Achievement of these expectations and objectives is subject to risks and uncertainties that could cause actual results to differ materially from the expressed expectations. Important factors that may cause such differences are described in the company’s most recent reports on Form 10-K and Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on the company’s website (https://www.aboutschwab.com/financial-reports) and on the Securities and Exchange Commission’s website (https://www.sec.gov). The company makes no commitment to update any forward-looking statements.
EX-99.2
Exhibit 99.2 Announcing Schwab’s Acquisition of Forge Global Further Democratizing Public & Private Markets for Investors November 6, 2025
Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, specifically relating to timing, completion and funding of the acquisition; investor interest in private markets; plans for expansion of private market capabilities and access; competitive positioning and organic growth; and acquisition synergies, financial impact and revenue diversification. These forward-looking statements reflect management’s beliefs, expectations and objectives as of today and are subject to risks and uncertainties that could cause actual results to differ materially. Important factors that could cause results to differ include management’s ability to close the transaction on the anticipated terms and timing; required regulatory approvals and approval by Forge’s stockholders; disruptions to Forge’s business as a result of the announcement and pendency of the acquisition; and the ability and timeframe to integrate the business and realize the anticipated benefits. Additional risks and uncertainties that could affect future results are discussed in the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on the company’s website (https://www.aboutschwab.com/financial-reports) and on the Securities and Exchange Commission’s website (www.sec.gov). The information in this presentation speaks only as of November 6, 2025 (or such earlier date as may be specified herein). The company makes no commitment to update any forward-looking statements. Charles Schwab Corporation 2
Schwab Management Attendees Rick Wurster Mike Verdeschi President and CEO Managing Director, CFO Charles Schwab Corporation 3
Acquisition creates a best-in-class experience for individual investors and RIAs across public and private markets. in Total Client Assets for Private Market 2 #1 $17B+ Publicly Reported Peers Transaction Volume Private Companies in RIA Custodial Assets 2 #1 625+ Traded Via Platform 1 3 in Retail Trading Unique Users #1 3M+ Note: RIA = Registered investment advisor. M = Million. B = Billion. 1. Retail trading defined as leader in daily average trades amongst our publicly traded peers as of 11/4/2025. 2. Based on historical transaction data Charles Schwab Corporation 4 from inception through September 30, 2025. 3. Represents unique users across custody and registered marketplace activity as of September 30, 2025.
Forge is a pioneer in democratizing access to private company markets while prioritizing an issuer-friendly model. § Founded in 2014, Forge operates a technology-enabled marketplace for trading shares in pre-IPO companies § Platform is a leading private secondary marketplace with high volume trading activity and an extensive issuer network § Connects qualified investors and shareholders, enabling liquidity with an issuer-friendly model § Supports both direct and indirect transactions, including growing line-up of fund products 1 2 By the Numbers Total Revenue, 2Q24 – 2Q25 ($M) Trading Data +24% $17B+ $18B+ $27.7 $25.3 Transaction Private Asset $22.3 Volume AUC $19.2 $18.6 3M+ ~400 Unique Employee Users Headcount 2Q24 3Q24 4Q24 1Q25 2Q25 Custody Asset Mgmt. Note: Q = Quarter. M = Million. B = Billion. Mgmt. = Management. 1. As of September 30, 2025. 2. Total gross revenue per Forge’s form 10-Q through June 30, 2025. Charles Schwab Corporation 5
Private markets momentum is driven by industry trends and increasing investor interest beyond publicly-traded securities. Over the past 20+ years, industry …with private market transactions Investor allocations to alternative trends have supported value positioned to gain a meaningful asset classes is expected to grow creation outside public markets. in the years ahead,… share of activity over time. 4 Companies waiting over VC-backed Private Firm Valuations +13% CAGR twice as long before going 1 public $13T Series A/B Series C ~$9T Series D/E # of IPOs per year has Series F+ $4T declined by ~85% since 1 2000 2022 2032E Median IPO valuations are up 1 more than 3x versus 2000 Private wealth capital allocated to alternatives Approximately 20% of global value 3 5 expected to reach ~$13T by 2032 is estimated to be tradeable Note: T = Trillion. E = Estimated. CAGR = Compound annual growth rate. VC = Venture capital. IPO = Initial public offering. 1. Jay R. Ritter, (2025, July 2). Initial Public Offerings: Updated Statistics, 1980 – 2024, Table 4 and Table 4e, University of Florida. 2. Deloitte, Private Capital Investing – Financial Services Predictions 2025, 2024. 3. Bain & Company, Prequin, GlobalData 2023. 4. Based on Pitchbook data; represents Charles Schwab Corporation 6 estimated total value of venture-backed private companies globally. 5. Value of shares estimated to be addressable.
Incorporating Forge’s private market capabilities builds upon Schwab’s legacy of client-focused innovation,… $0 Equity & ETF Launch Retail Commissions Alternatives Platform Schwab Bank 2019 2025 Introduces Schwab 2003 Schwab Intelligent Trading Powered 24/7 client Announces ® TM Portfolios services by Ameritrade acquisition of Forge 1982 2015 2023 Today 2025 1975 1996 2017 Expand 24/5 trading Chuck Schwab Online Satisfaction to all clients creates discount trading Guarantee brokerage 2006 2022 2025 Schwab Personalized Strategic investments Affordable ® Indexing & investment advice ® Thematic Note: ETF = Exchange traded fund. Charles Schwab Corporation 7
…while further enhancing our ability to meet the evolving needs of investors across our growing client base. Private Asset Custody Data + Private Company Education + Marketplace Management Services Technology Solutions Awareness 1, 2 1 3 Retail Advisor Services Workplace Client Profile Mix (%) Client Profile Mix (%) Schwab Private Issuer Equity Services $5.4T $5.0T HHs HHs Assets Assets Client Client Differentiated end-to-end workplace Assets Assets $1M+ < $1M $1M+ < $1M solution that widens growth funnel Offering private market capabilities will support organic growth and help diversify revenue through-the-cycle. Note: M = Million. T = Trillion. HHs = Households. 1. All data as of September 30, 2025. 2. Largest component of Investor Services segment which had total assets of $6.6T of assets as of September 30, 2025. Charles Schwab Corporation 8 3. Announced Schwab Private Issuer Equity Services in October 2025; solution to be powered by Qapita.
While the initial roll-out will focus on UHNW investors, we expect to expand private market capabilities to all qualified Schwab Retail, RIA, and Stock Plan Services clients over time. Immediate Near-term Medium-term § Roll-out to select UHNW § Expand access to $1M+ § Broaden retail access to all investors retail clients qualified investors § Launch ’40 Act fund§ Roll-out RIA experience§ Enhanced Stock Plan Services capabilities § Continue to enhance § Expand fund offerings experience and servicing§ Launch additional § Deepen integration with proprietary solutions existing infrastructure § Fully integrated experience Note: M = Million. UHNW = Ultra high-net worth. RIA = Registered Investment Advisor. Charles Schwab Corporation 9
Transaction Summary Price and Consideration Synergy Opportunities § Revenue synergies via increased § Acquire all outstanding common client engagement in private markets, stock for $45 per share including asset management § Implied equity value of $660 million § Longer-term stock plan opportunity 1 § 100% cash consideration § Modest expense saves Closing Mechanics Expected Financial Impact § No material impact to near-term § Subject to customary closing financial results conditions and regulatory reviews § Meaningful revenue upside over time § Expect transaction to close during as utilization of private market 1H 2026 solutions increases st Note: 1H = 1 half. 1. The merger agreement provides that certain of Forge's equity awards will be assumed and converted into Schwab equity awards in lieu of cash consideration. Charles Schwab Corporation 10
Acquisition creates a best-in-class experience for individual investors and RIAs across public and private markets. ü Enhances competitive positioning ü Supports long-term organic growth ü Evolves our offer to retail and RIA clients ü Strengthens our Workplace Services solution set ü Diversifies our revenue mix through-the-cycle Note: RIA = Registered investment advisor. Charles Schwab Corporation 11
ü Enhances competitive positioning Q&A ü Supports long-term organic growth ü Evolves our offer to retail and RIA clients ü Strengthens our Workplace Services solution set ü Diversifies our revenue mix through-the-cycle Note: RIA = Registered investment advisor. Charles Schwab Corporation 12
Announcing Schwab’s Acquisition of Forge Global Further Democratizing Public & Private Markets for Investors November 6, 2025