v3.26.1
Business Acquisition
3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Acquisition Business Acquisition
On March 2, 2026, the Company completed its acquisition of Forge Global Holdings, Inc. (Forge) for $636 million of cash and other consideration. Forge provides eligible investors with direct and indirect access to shares of private companies through direct share purchase, single company funds, and multicompany funds. The Company anticipates that incorporating Forge’s private company investment capabilities will enhance Schwab’s ability to meet the evolving needs of investors across our growing client base.

The Company accounted for the Forge acquisition as a business combination under GAAP and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition. The determination of fair values requires management to make significant estimates and assumptions. The Company believes that the information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, and consideration transferred; however, due to the timing of and limited time since the close of the acquisition, these estimates are provisional and may be adjusted upon the availability of new information regarding facts and circumstances which existed at the acquisition date. Any adjustments to the initial estimates of the fair values of the acquired assets and liabilities assumed will be recorded as adjustments to the respective assets and liabilities, with the residual amounts allocated to goodwill, in subsequent periods as prescribed in ASC 805 Business Combinations.
The following table summarizes provisional information including the consideration transferred, fair value estimates of the assets acquired and liabilities assumed, and resulting goodwill as of the March 2, 2026 acquisition date:
Fair value of assets acquired:
Cash and cash equivalents$39 
Acquired intangible assets310 
Other assets42 
Total assets acquired391 
Fair value of liabilities assumed:
Accrued expenses and other liabilities86 
Total liabilities assumed86 
Fair value of net identifiable assets acquired$305 
Consideration transferred$636 
Plus: Fair value of noncontrolling interest acquired (1)
16 
Less: Fair value of net identifiable assets acquired(305)
Goodwill$347 
(1) Subsequent to the acquisition date, Schwab purchased the equity interest attributable to the noncontrolling party resulting in the subsidiary becoming 100%-owned by Schwab as of March 31, 2026.

The provisional identifiable intangible assets of $310 million are subject to amortization. The following table summarizes the major classes of intangible assets acquired and their respective estimated fair values and weighted-average useful lives:
Method Used to Estimate Fair ValueFair
Value
Weighted-Average Useful Life (Years)
Client relationshipsIncome Approach$205 9
Existing technologyReplacement Cost Approach82 3
Data and trade namesIncome Approach23 6
Total acquired intangible assets$310 

Goodwill recorded of $347 million, primarily attributable to the expanded product offerings and capabilities anticipated from the Forge acquisition, was assigned to the Investor Services segment and is not deductible for tax purposes.

The Company’s condensed consolidated statements of income include total net revenues and net loss attributable to the Forge acquisition of $14 million and $6 million, respectively, for the period March 2, 2026 through March 31, 2026.
Certain Forge equity awards, whether vested or unvested, were assumed by the Company upon acquisition. The awards are subject to the same terms and conditions that were applicable immediately before the acquisition, except for performance-based restricted stock units which were converted into restricted stock units without performance conditions. The portion of the fair value of the replacement awards related to services provided prior to the acquisition of $13 million was accounted for as consideration transferred. The remaining portion is associated with future services and had a fair value of $37 million on the acquisition date, with remaining weighted-average service periods of 2.3 years for restricted stock awards and 2.2 years for restricted stock units.