Forum Markets (FRMM) swings to deep 2025 loss but guides 2026 revenue to $18–$26M
Rhea-AI Filing Summary
Forum Markets, Incorporated reported its first meaningful revenue as a digital asset and real‑world asset tokenization platform, generating GAAP revenue of $2.4 million in Q4 2025 and $6.5 million for full year 2025. Despite this ramp, heavy operating and non‑cash items drove a full‑year net loss from continuing operations of $443.5 million, or $(54.32) per basic share, and an Adjusted EBITDA loss of $218.5 million. The balance sheet expanded sharply, with total assets of $306.3 million at year‑end, including $61.6 million of digital assets and $181.0 million of staking receivables, against total liabilities of $66.9 million. Management highlighted 2025 as a foundation‑building year and issued 2026 revenue guidance of $18–$26 million and a 2027 AUM target of $300–$400 million, aiming to move toward positive cash flow in 2027 as yield, tokenization fees, and asset management economics develop.
Positive
- Revenue ramp and forward guidance: 2025 revenue reached $6.5 million from zero in 2024, and management introduced 2026 revenue guidance of $18–$26 million plus a 2027 AUM target of $300–$400 million, signaling expectations for substantial top-line growth.
- Strengthened asset base and liquidity: Total assets increased to $306.3 million at December 31, 2025, including $61.6 million of digital assets, $181.0 million of staking receivables, and $9.0 million of cash and cash equivalents, providing resources to fund the business model.
Negative
- Very large continuing net losses: Net loss from continuing operations was $443.5 million in 2025 versus $2.6 million in 2024, with Adjusted EBITDA at a loss of $218.5 million, highlighting a business that remains far from profitability.
- High operating cost structure: Selling, general and administrative expense rose to $240.0 million for 2025 from $4.4 million in 2024, indicating a cost base that materially exceeds current revenue and will need to be absorbed by future growth.
Insights
Forum shows rapid balance-sheet build and revenue ramp but very large losses.
Forum Markets shifted from essentially zero revenue to $6.5 million in 2025, tied to yield on real‑world assets and early tokenization activity. Total assets reached $306.3 million, including sizable digital assets and staking receivables.
The downside is the scale of expenses and non‑cash charges. Selling, general and administrative costs were $240.0 million for 2025, and net loss from continuing operations was $443.5 million. Adjusted EBITDA remained deeply negative at $218.5 million, indicating the core economics are not yet close to break‑even.
Management guides 2026 revenue of $18–$26 million and targets AUM of $300–$400 million by year‑end 2027, referencing a path to positive cash flow in 2027. How quickly operating costs normalize relative to revenue and how volatile digital‑asset related items remain will be key in future filings.
8-K Event Classification
Key Figures
Key Terms
tokenization of real-world assets financial
Adjusted EBITDA financial
staking receivables financial
digital assets financial
forward-looking statements regulatory
non-GAAP financial measures financial
Earnings Snapshot
The company expects 2026 total revenue of $18–$26 million and is targeting 2027 year-end AUM of $300–$400 million, with an aim to reach positive cash flow in 2027.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| 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 symbol(s) | Name of each exchange on which registered | ||
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 2.02. Results of Operations and Financial Conditions.
On March 31, 2026, Forum Markets, Incorporated (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. On March 31, 2026, the Company also held a conference call and webcast to discuss the foregoing financial results. A copy of the presentation discussed during the conference call and webcast is furnished as Exhibit 99.2 hereto and is incorporated by reference herein. Additionally, a copy of the presentation has been posted to the Company’s website at https://ir.forum-markets.com, although the Company reserves the right to discontinue that availability at any time.
The information furnished in this Item 2.02 and Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 99.1 | Press Release of Forum Markets, Incorporated, dated March 31, 2026. | |
| 99.2 | Earnings Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
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.
| FORUM MARKETS, INCORPORATED | |||
| Date: March 31, 2026 | By: | /s/ McAndrew Rudisill | |
| Name: | McAndrew Rudisill | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
Forum Reports Fourth Quarter and Full Year 2025 Financial Results
Company Introduces 2026 Guidance as RWA Tokenization Platform Begins to Scale
PALM BEACH, Fla., March 31, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum” or the “Company”), a digital asset platform modernizing capital markets through the tokenization of real-world assets on Ethereum, today reported financial results for the fourth quarter and full year ended December 31, 2025.
“In less than a year, Forum has moved from concept to execution: from building the infrastructure, establishing key partnerships, and validating our technology, to generating revenue from yield on a growing base of real-world assets,” said McAndrew Rudisill, chairman and CEO. “Our recent launch of the Eurus Aero Token I demonstrates that our tokenization framework works in practice, enabling contracted, cash-flow-generating assets to be brought onto the blockchain for qualified investors. Today, we generate yield on our growing asset base, and tokenization multiplies the value of that model over time, a combination that differentiates Forum from many digital asset oriented companies. The transition from traditional to blockchain-based capital markets is underway. The question is not if it happens, but who builds and scales the leading platforms. As an early mover in this space, we intend for Forum to be one of those platforms.”
Business Highlights:
| ● | Expanded Real-World Asset Origination Ecosystem: Acquired a 20% ownership stake in Karus, an AI-driven auto credit analytics platform, and a 15% stake in Zippy, a digital manufactured housing lending platform, establishing access to large-scale asset pipelines across auto credit and residential lending. |
| ● | Completed Strategic Rebrand to Forum Markets: Rebranded from ETHZilla Corporation to Forum Markets, Incorporated, and began trading under the ticker “FRMM” progressing the Company’s evolution towards a platform focused on institutional-grade real-world asset tokenization and blockchain-based capital markets infrastructure. |
| ● | Launched First of its Kind Tokenized Aerospace Product: Introduced Eurus Aero Token I, an L2 Ethereum-based asset backed by jet engines leased to a major U.S. air carrier, marking the first demonstration of Forum’s framework for tokenized, cash-flow-generating real-world assets. The novel offering provides accredited investors exposure to aerospace lease income through tradable digital tokens distributed via the Liquidity.io ecosystem with a minimum investment of only $1,000. |
| ● | Expanded Portfolio of High Yielding Assets for Tokenization: Acquired a portfolio of 95 manufactured and modular home loans for approximately $4.7 million, expected to generate approximately 10.36% annualized yield. This acquisition represents Forum’s first residential credit asset pool intended for tokenization and generates immediate yield for the Company. |
| ● | Activated Real-World Credit Infrastructure for Auto Loan Tokenization: Established a $10 million revolving auto loan warehouse facility enabling 24/7/365 blockchain-enabled loan settlement and short-duration aggregation of receivables sourced through the Karus network. The facility is expected to immediately generate approximately 12–13% annualized yield and provides a scalable pipeline for future tokenized auto credit products. |
| ● | Repositioned Balance Sheet to Support RWA Revenue-Oriented Strategy: Eliminated direct Ether price exposure through ETH sales and derivative hedging of its remaining position and reallocated capital toward income-generating real-world assets and tokenization infrastructure aligned with the Company’s strategy. |
| ● | Strengthened Governance and Leadership Infrastructure: Expanded the Board of Directors with the appointments of Angela Dalton and Michael Edwards as independent directors and appointed Robert Spake as General Counsel, enhancing governance and regulatory expertise as Forum scales its tokenized asset platform. |
“2025 was the year we built the foundation — repositioning the balance sheet, establishing key origination partnerships, and beginning to deploy capital into income-producing real-world assets,” said John Saunders, chief financial officer. “As we enter 2026, we are introducing our initial full-year guidance.
Looking further ahead, we are targeting meaningful year-over-year revenue growth acceleration as we exit 2026 setting us up to generate positive cash flow in 2027. The fundamentals of this business — yield today, tokenization economics tomorrow, recurring asset management fees over the long term — are intact and improving.”
Outlook
| ● | The Company expects to exit 2026 with between $125 million and $200 million in assets under management (AUM) across its tokenized and pre-tokenization credit portfolios. This range reflects its current asset pipelines across aircraft engines, auto credit, manufactured housing, and two new origination channels we are establishing in commercial real estate and equipment finance. AUM is expected to grow asymmetrically in the back half of the year as new origination pipelines come online |
| ● | The Company anticipates total revenue to be in the range of $18 million to $26 million. This guidance reflects yield income from its existing and anticipated asset base, structuring and origination fees from tokenized product launches, and early-stage asset management economics as tokenized products remain outstanding. | |
| ● | Forum is targeting AUM at year-end 2027 to be in $300 million to $400 million, which the Company believes would result in year-over-year revenue growth of 50% to 100% in 2027. |
2
Fourth Quarter and Full Year 2025 GAAP Financial Highlights
| (in millions, except per share amounts) | For the Dec. 31, 2025 | For the Dec. 31, 2025 | ||||||
| Revenue | $ | 2.4 | $ | 6.5 | ||||
| Gross Profit | $ | 2.4 | $ | 6.5 | ||||
| CapEx | -- | $ | 127.6 | |||||
| Cash and Cash Equivalents | -- | $ | 9.0 | |||||
| ● | Full-year revenue of $6.5 million, driven primarily by staking yields and incentive tokens earned through liquid staking activities |
| ● | Full year net loss from Continuing Operations of $450.5 million, primarily attributable to significant non-recurring and non-cash charges associated with the Company’s corporate transformation, including stock-based compensation tied primarily to warrant issuances and financing transactions completed during the recapitalization. |
| ● | Full year adjusted EBITDA of -$218.5 million* |
| * | Schedules reconciling the Company’s generally accepted accounting principles in the United States (“GAAP”) and non-GAAP financial results, including Adjusted EBITDA, are included later in this release (see also “Non-GAAP Financial Measures”, below). |
Conference Call Information
The Company will host a live webcast at 10:30 a.m. ET today to discuss its fourth quarter and full year 2025 results.
To register and listen to the live webcast, please use the link found here. A replay of the webcast will be available for approximately one year in the investor’s section of the Company’s website at forum-markets.com.
About Forum
Forum Markets, Incorporated (Nasdaq: FRMM) is a digital asset platform modernizing capital markets through the tokenization of institutional-grade real-world assets on Ethereum. The Company structures and brings cash-generating assets onto blockchain-based infrastructure to unlock liquidity, broaden investor access, and enable more efficient primary issuance and secondary market activity. Forum integrates traditional asset management principles with scalable digital market architecture as it builds a new framework for how real-world value is originated, accessed, and traded. For more information, visit www.forum-markets.com.
3
FORUM MARKETS, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
| For the three months ended December 31, | For the years ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | 2,437 | $ | - | $ | 6,547 | $ | - | ||||||||
| Total cost of revenues | - | - | - | - | ||||||||||||
| Gross income | 2,437 | - | 6,547 | - | ||||||||||||
| Selling, general and administrative expense | 12,043 | 998 | 239,997 | 4,419 | ||||||||||||
| Operating income (loss) | (9,606 | ) | (998 | ) | (233,450 | ) | (4,419 | ) | ||||||||
| Interest expense | (2,736 | ) | (9 | ) | (3,056 | ) | (35 | ) | ||||||||
| Other income | (219,181 | ) | (48 | ) | (207,025 | ) | 1,842 | |||||||||
| Income (loss) before income taxes | (231,523 | ) | (1,055 | ) | (443,531 | ) | (2,612 | ) | ||||||||
| Income tax benefit | - | (2 | ) | - | (2 | ) | ||||||||||
| Net Income (loss) from Continuing Operations | (231,523 | ) | (1,057 | ) | (443,531 | ) | (2,614 | ) | ||||||||
| Net Income (loss) from Discontinued Operations | 1,840 | (3,217 | ) | (6,990 | ) | (3,554 | ) | |||||||||
| Deemed Dividend | - | (8,012 | ) | |||||||||||||
| Net Income (loss) | (229,683 | ) | (4,274 | ) | (450,521 | ) | (14,180 | ) | ||||||||
| Other Comprehensive Income (loss) | (435 | ) | 66 | (76 | ) | (16 | ) | |||||||||
| Total Comprehensive Loss | (230,118 | ) | (4,208 | ) | (450,597 | ) | (14,196 | ) | ||||||||
| Basic and Diluted Net Loss per Common Share - Continuing operation | $ | (12.14 | ) | $ | (3.32 | ) | $ | (54.32 | ) | $ | (2.86 | ) | ||||
| Basic and Diluted Net Loss per Common Share - Discontinured operation | $ | 0.10 | $ | (10.12 | ) | $ | (0.86 | ) | $ | (3.88 | ) | |||||
| Weighted average Common Stock outstanding – basic | 19,064 | 318 | 8,165 | 915 | ||||||||||||
| Weighted average Common Stock outstanding – diluted | 19,064 | 318 | 8,165 | 915 | ||||||||||||
4
FORUM MARKETS, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 8,018 | $ | 4,567 | ||||
| Restricted cash | 1,016 | - | ||||||
| Prepaid expenses and other current assets | 4,514 | 478 | ||||||
| Current assets of discontinued operations | 22 | 97 | ||||||
| Total current assets | 13,570 | 5,142 | ||||||
| Marketable Securities | 4,411 | - | ||||||
| Digital Assets | 61,587 | - | ||||||
| Staking Receivables | 181,011 | - | ||||||
| Other noncurrent assets | 45,718 | 7,622 | ||||||
| Total assets | $ | 306,297 | $ | 12,764 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,556 | $ | 359 | ||||
| Accrued expenses and other current liabilities | 6,377 | 4 | ||||||
| Loans payable, current portion | 251 | - | ||||||
| Collateralized loans, current portion | 31,513 | 1 | ||||||
| Current liabilities of discontinued operations | 1,232 | 3,141 | ||||||
| Total current liabilities | 40,929 | 3,505 | ||||||
| Long-term accrued expenses and other noncurrent liabilities | - | 7 | ||||||
| Collateralized loans, noncurrent portion | 25,950 | - | ||||||
| Total liabilities | $ | 66,879 | $ | 3,512 | ||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Class B Convertible Preferred Stock | - | - | ||||||
| Common Stock | 2 | - | ||||||
| Treasury Stock | - | - | ||||||
| Additional paid-in capital | 834,453 | 153,692 | ||||||
| Accumulated deficit | (592,044 | ) | (141,523 | ) | ||||
| Accumulated other comprehensive income | (2,993 | ) | (2,917 | ) | ||||
| Total stockholders’ Equity | 239,418 | 9,252 | ||||||
| Total liabilities and stockholders’ Equity | $ | 306,297 | 12,764 | |||||
5
FORUM MARKETS, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (443,531 | ) | $ | (2,614 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Stock based compensation expense | 213,447 | 280 | ||||||
| Change in fair value of derivative liability | 81,299 | - | ||||||
| Digital asset gains and losses | 21,148 | - | ||||||
| Change in fair value of available for sale securities | 138 | - | ||||||
| Non-cash settlement expense | 103,892 | - | ||||||
| Non-cash staking and incentive revenue | (6,547 | ) | - | |||||
| Loss on make whole provision | 6,325 | |||||||
| Gain loss on settlement of liabilities | - | (53 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense and other currentassets | (3,314 | ) | 1,295 | |||||
| Accounts payable | 1,350 | (149 | ) | |||||
| Accrued expenses | 500 | 94 | ||||||
| Net cash used in operating activities from continuing operations | (25,293 | ) | (1,147 | ) | ||||
| Net cash used in operating activities from discontinued operations | (758 | ) | (24 | ) | ||||
| Net cash used in operating activities | (26,051 | ) | (1,171 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purcases of marketable securities | (4,626 | ) | - | |||||
| Purchases of digital assets | (244,275 | ) | - | |||||
| Purchase of equity investments | (13,000 | ) | ||||||
| Sale of digital assets | 134,267 | |||||||
| Net cash used in investing activities from continuing operations | (127,634 | ) | - | |||||
| Net cash used in investing activities from discontinued operations | - | - | ||||||
| Net cash used in investing activities | (127,634 | ) | - | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of December 2024 Offering stock and warrants | - | 2,573 | ||||||
| Repayment of loans payable | (364 | ) | (1,306 | ) | ||||
| Repayment of loans payable related parties | (1,000 | ) | - | |||||
| Treasury stock purchases | (46,263 | ) | - | |||||
| Proceeds from collateralized loan | 50,000 | - | ||||||
| Repayment of collateralized loan | (50,000 | ) | - | |||||
| Proceeds from convertible debt, net | 500,001 | - | ||||||
| Repayment of convertible debt | (603,893 | ) | - | |||||
| Proceeds from exercise of common stock options | 455 | - | ||||||
| Proceeds from exercise of common stock warrants | 5,606 | 2,798 | ||||||
| Proceeds from shares issued for cash and warrants, net | 303,762 | - | ||||||
| Net cash provided by (used in) financing activities from continuing operations | 158,304 | 4,065 | ||||||
| Net cash provided by (used in) financing activities from discontinued operations | (151 | ) | (33 | ) | ||||
| Net cash provided by (used in) financing activities | 158,153 | 4,032 | ||||||
| Net change in cash, cash equivalents and restricted cash | 4,468 | 2,861 | ||||||
| Cash, cash equivalents and restricted cash – beginning of the period | 4,567 | 1,706 | ||||||
| Cash, cash equivalents and restricted cash – end of the period | $ | 9,035 | $ | 4,567 | ||||
6
Non-GAAP Reconciliation
| For the three months ended December 31, | For the years ended December 31, | |||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income (loss) from continuing operations | $ | (231,523 | ) | $ | (1,057 | ) | $ | (443,531 | ) | $ | (2,614 | ) | ||||
| Income tax benefit | - | - | - | 2 | ||||||||||||
| Depreciation and amortization | - | - | - | - | ||||||||||||
| Interest expense | 2,736 | 9 | 3,056 | 35 | ||||||||||||
| EBITDA | (228,787 | ) | (1,048 | ) | (440,475 | ) | (2,577 | ) | ||||||||
| Stock-based compensation(1) | 4,524 | 34 | 213,447 | 280 | ||||||||||||
| Business development & integration expenses(2) | - | - | - | - | ||||||||||||
| Offering costs(3) | - | 8,575 | - | |||||||||||||
| Loss on disposal and non-cash impairment charges(4) | - | - | - | - | ||||||||||||
| Adjusted EBITDA | $ | (224,263 | ) | $ | (1,014 | ) | $ | (218,453 | ) | $ | (2,297 | ) | ||||
| (1) | non-cash stock-based compensation expense associated with employee and non-employee equity awards |
| (2) | expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines |
| (3) | one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period |
| (4) | non-recurring or one time charges |
7
Non-GAAP Financial Measures
Although we believe that net income or loss, as determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP), is the most appropriate earnings measure, we use EBITDA and Adjusted EBITDA as key profitability measures to assess the performance of our business. We believe these measures help illustrate underlying trends in our business and we use these measures to establish budgets and operational goals, and communicate internally and externally, in managing our business and evaluating its performance. We also believe these measures help investors compare our operating performance with its results in prior periods in a way that is consistent with how management evaluates such performance. EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of the interest expense, income tax expense (benefit) and depreciation and amortization of property, plant and equipment and intangible assets. EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting financing expenses), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense).
Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non-cash stock-based compensation, business development and integration expenses, offering costs, non-cash adjustments to the fair value of earnout consideration, and non-cash adjustments to the fair value of outstanding warrants. Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.
Each of the profitability measures described below are not recognized under GAAP and do not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance. Such measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for our results as reported under GAAP. EBITDA and Adjusted EBITDA exclude items that can have a significant effect on our profit or loss and should, therefore, be used only in conjunction with our GAAP profit or loss for the period. Our management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, these measures may not be comparable to other similarly titled measures of other companies.
8
EBITDA and Adjusted EBITDA are unaudited, and have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future or contractual commitments; EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, capital expenditures or working capital needs; EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. In addition, other companies in this industry may calculate EBITDA and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of each of these non-GAAP measures to the most comparable GAAP measure. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view these non-GAAP measures in conjunction with the most directly comparable GAAP financial measure. For more information on these non-GAAP financial measures, please see the below reconciliation of these non-GAAP financial measures to their GAAP counterparts, under “GAAP to non-GAAP Reconciliation”, above.
Projections
The financial projections (the “Projections”) included herein were prepared by Forum in good faith using assumptions believed to be reasonable. A significant number of assumptions about the operations of the business of Forum were based, in part, on economic, competitive, and general business conditions prevailing at the time the Projections were developed. Any future changes in these conditions, may materially impact the ability of Forum to achieve the financial results set forth in the Projections. The Projections are based on numerous assumptions, including realization of the operating strategy of Forum; industry performance; no material adverse changes in applicable legislation or regulations, or the administration thereof, or generally accepted accounting principles; general business and economic conditions; competition; retention of key management and other key employees; absence of material contingent or unliquidated litigation, indemnity, or other claims; minimal changes in current ETH pricing; no significant increases in interest rates or inflation; and other matters, many of which will be beyond the control of Forum, and some or all of which may not materialize. Additionally, to the extent that the assumptions inherent in the Projections are based upon future business decisions and objectives, they are subject to change. Although the Projections are presented with numerical specificity and are based on reasonable expectations developed by Forum’s management, the assumptions and estimates underlying the Projections are subject to significant business, economic, and competitive uncertainties and contingencies, many of which will be beyond the control of Forum. Accordingly, the Projections are only estimates and are necessarily speculative in nature. It is expected that some or all of the assumptions in the Projections will not be realized and that actual results will vary from the Projections. Such variations may be material and may increase over time. In light of the foregoing, readers are cautioned not to place undue reliance on the Projections. The projected financial information contained herein should not be regarded as a representation or warranty by Forum, its management, advisors, or any other person that the Projections can or will be achieved. Forum cautions that the Projections are speculative in nature and based upon subjective decisions and assumptions. As a result, the Projections should not be relied on as necessarily predictive of actual future events.
9
Forward Looking Statements
This press release contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the Company’s stock repurchase, prior private placements and related transactions, prior OTC transaction, the amount, timing, and sources of funding for its stock repurchase program, the fact that common stock share repurchases may not be conducted in the timeframe or in the manner the Company expects, expectations regarding the capitalization, resources and ownership structure of the Company, the expected benefits of the expectations with respect to future performance, and growth of the Company; the ability of the Company to execute its plans, the assets to be held by the Company, the Company’s current and anticipated yield strategies, and future performance. Forward looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially. Applicable risks and uncertainties include, among others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the stock repurchase program, previously announced private placements, sale of convertible notes, and related transactions, including the the Company’s ability to achieve profitable operations; fluctuations in the market price of ETH that will impact the Company’s accounting and financial reporting; government regulation of cryptocurrencies; the Company’s ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s OTC transaction, including the Company’s ability to repay such facility, covenants associated therewith and security interests associated therewith; risks relating to the Company’s previously announced ATM offering, including potential downward pressure on the Company’s stock price associated therewith; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Ether and other cryptocurrencies; the risk that the Company’s stock price may becorrelated to the price of digital assets; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and the Company’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as the supplemental risk factors and other information the Company has or may file with the SEC, including those disclosed under Item 8.01 of the Current Reports on Form 8-K filed by the Company with the SEC on July 30, 2025 and August 11, 2025. Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. generally accepted accounting principles (GAAP), certain crypto assets must be measured at fair value, with changes recognized in net income for each reporting period. These fair value adjustments may cause significant fluctuations in the Company’s balance sheet and income statement from period-to-period. In addition, for certain crypto assets, including ETH, which the Company holds, impairment charges may be required to be reported in net income if the market price of such assets (including ETH) falls below the cost basis at which those assets are carried on the balance sheet. Readers are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update any forward-looking statements except as required by law. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
SOURCE Forum Markets, Incorporated
10
Exhibit 99.2
1 Fourth Quarter and Full Year 2025 Earnings Presentation March 2026
2 Disclaimer This presentation has been prepared by Forum Markets, Incorporated (“Forum” or the “Company”) solely for information purposes . This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement to enter into investment activity, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever . Specifically, this presentation does not constitute a “prospectus” within the meaning of the U . S . Securities Act of 1933 , as amended (the “Securities Act”) . Current and prospective investors are encouraged to conduct their own analysis and review of information contained in this presentation as well as important additional information through the United States Securities and Exchange Commission (the “SEC”) EDGAR system at www . sec . gov and on our website at www . Forum - Markets . com . The Company is making this presentation available in connection with an update on its business operations and strategies . This presentation does not contain all relevant information relating to the Company or its securities, particularly with respect to the risks and special considerations involved with an investment in the securities of the Company . No securities of the Company may be offered or sold in the United States without registration with the SEC or an exemption from such registration pursuant to the Securities Act and the rules and regulations thereunder . Certain information contained in this presentation was obtained from various sources, including third parties, and has not been independently verified . No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reasonableness of the information or the sources presented or contained herein . By receiving this presentation, you acknowledge and agree that none of the Company or any of its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors or representatives will be liable (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation . This presentation speaks as of March 31 , 2026 . The information presented or contained in this presentation is subject to change without notice . Neither the delivery of this presentation nor any further discussions of the Company or any of its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors or representatives with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date . This presentation contains statements that constitute forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws . All statements other than statements of historical fact are forward - looking statements, including, but not limited to, statements regarding the Company's future financial position, business strategy, budgets, projected costs, and plans and objectives of management for future operations . These statements refer to many things, including and not limited to, the future value of any digital asset and/or another cryptocurrency, the management of a sophisticated cryptocurrency treasury strategy, including its participation in DeFi protocols, and future performance, and all other statements that are not historical facts, or that are intended to be forward looking statements, should be read as forward - looking statements . There are risks associated with the contemplated transactions, including regulatory and legal uncertainty, risks of loss associated with the industry, line of business, trade, customers, partners, custodians, and vendors of the Company, and other risks . Historical facts are presented without intent to persuade . These statements can be recognized by the use of words such as “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “should,” “would,” “may,” “plan,” “seek”, “will,” “look,” “future,” “assume,” “continue,” or the negative of such terms or other variations thereof, or words of similar substance or meaning . Such forward - looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in the forward - looking statements as a result of various factors and assumptions, that could cause actual results to differ materially from those contained in any forward - looking statement and which are inherently subject to significant uncertainties and contingencies that are or may be difficult or impossible to predict and are or may be beyond our control . The Company and its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors and representatives assume no obligation to and do not undertake to update such forward - looking statements to reflect future events or circumstances . All trademarks, service marks, and trade names of any party of their respective affiliates used herein are trademarks, service marks, or registered trade names of such party or its respective affiliate, respectively, as noted herein . Any other product, company names, or logos mentioned herein agree the trademark and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any party, or an endorsement or sponsorship by or of any party . Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any party of the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names . Actual results may vary greatly from any assumptions or models built in reliance on this presentation . Results may vary due to market conditions, unforeseen circumstances, competition, an unforeseen change in how regulators in the USA or elsewhere categorize ETH, and results are subject to a multitude of risks, uncertainties, and changes . Those include but are not limited to, market conditions, the regulatory landscape defining the particular digital asset, the value of ETH, the ongoing security of the Ethereum ecosystem, technical and custodial risks, and other risks of loss . Recipients of this presentation must not construe anything contained herein as constituting financial, investment, legal, tax or other advice of any kind . Recipients should seek advice from their own advisors as to these matters . For a description of the risks relating to an investment in the Company, we refer you to the “Forward - Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including Form 10 - Qs, Form 10 - Ks and Form 8 - Ks, filed with the SEC available at www . sec . gov .
3 Strategic Objective Forum is modernizing capital markets through the tokenization of institutional - grade real - world assets.
4 Tokenization of Real - World Assets (RWA) I. Generating revenue from yield on assets we acquire or finance prior to tokenization II. Earning economics from structuring and originating tokenized products III. Generating recurring revenue through managing these assets IV. Over time, benefitting from trading and market activity as secondary liquidity develops WE EXPECT TO CREATE VALUE THROUGH MULTIPLE COMPLEMENTARY CHANNELS: ACQUIRE + TOKENIZE GENERATE YIELD REINVEST AND EXPAND DISTRIBUTE RETURNS Compound gains into new tokenized assets Return yield to Forum and token holders Earn operating income from asset use
5 Forum’s Partnerships
6 Launched EURUS I Aero Token in February Collateral Typical Annual Return Product ASSET ~11%* Eurus Aero Token I COMPANY 4 - 6% Investment Grade Bonds FDIC 3 - 4% HY Savings *Target Rate of Return based on holding for full term of lease
7 Auto Loan Warehouse: Generating Yield Today, Scaling Tokenization Tomorrow SHORT - DURATION FINANCING PLATFORM GENERATING DOUBLE - DIGIT YIELD AND CREATING SCALABLE TOKENIZED ASSET PIPELINES • $10M revolving facility • Short - duration (7 - 10 day hold) • ~12 - 13% annualized yield • First - lien, secured auto loans • Forward sale institutional buyers • Eligible for tokenization • Recycle capital into new originations • Dealer network via Automatic USA • AI - driven underwriting via Karus • Real - time credit decisioning Auto Loan Origination Forum Warehouse Facility Distribution & Tokenization 12 - 13% BEGINS GENERATING YIELD IMMEDIATELY WHILE BUILDING SCALABLE TOKENIZED ASSET SUPPLY
8 2025: Key Milestones 2026: Scale IN LESS THAN A YEAR, FORUM BUILT THE INFRASTRUCTURE, PROVED THE TECHNOLOGY, AND BEGAN GENERATING REAL YIELD
9 Balance Sheet Repositioning FORUM HAS EXITED DIRECT ETH PRICE EXPOSURE AND REDEPLOYED CAPITAL INTO YIELD - GENERATING REAL - WORLD ASSETS I II III
10 FINANCIAL RESULTS
11 Forum by the Numbers I. Assets under management (AUM) on the platform II. Yield generated from our asset base III. Tokenization issuance activity IV. In the future, fee revenue associated with structuring, originating, and managing tokenized product GOING FORWARD, METRICS WE BELIEVE WILL BE MOST RELEVANT TO TRACKING OUR PROGRESS TODAY ARE: 1 Schedules reconciling the Company's generally accepted accounting principles in the United States ("GAAP") and non - GAAP financia l results, including Adjusted EBITDA, are included in the accompanying earnings release (see also "Non - GAAP Financial Measures"). 2 Anticipated yield once all planned asset acquisitions are deployed on the balance sheet RWA Token Launched, EURUS AERO TOKEN I Anticipated average blended yield on asset base 2 Full Year 2025 Adj. EBITDA 1 $6.5M - $218.5M 1 10% FORUM BY THE NUMBERS
12 Capital Allocation I II III DISCIPLINED CAPITAL ALLOCATION DRIVING SHAREHOLDER VALUE
13 Outlook LOOKING AHEAD, THE COMPANY EXPECTS: I II III
FAQ
How much revenue did Forum Markets (FRMM) generate in 2025?
What was Forum Markets’ net loss and EPS for 2025?
What 2026 revenue guidance did Forum Markets (FRMM) provide?
What asset levels did Forum Markets report at year-end 2025?
How much debt and other liabilities does Forum Markets have?
What Adjusted EBITDA did Forum Markets (FRMM) report for 2025?
Filing Exhibits & Attachments
5 documents