FORUM MARKETS Inc SEC Filings

FORUM MARKETS Inc insider Konstantin Lomashuk, a ten percent owner, reported the sale of 2,562 shares of Common Stock on July 15, 2026 at $6.3001 per share. The shares were held indirectly through Cyber Citadel, a Cayman Islands corporation, leaving 1,476,638 shares indirectly owned. The transaction was not flagged as under a Rule 10b5-1 trading plan.

Forum Markets, Incorporated, through wholly owned subsidiary Eurus Aerospace Token I LLC, acquired one CFM56-7B22 aircraft engine and related parts and records from Aero Engine Solutions, Inc. under an Engine Sale and Purchase Agreement dated July 13, 2026. The purchase price was $11.65 million in cash. The engine was simultaneously placed on lease to a major airline under an Aircraft Engine Lease Agreement.

Under a Servicing Agreement Supplement, Aero Engine acts as servicer for a fee and both parties hold option-style rights after the lease term for a potential sale of the engine, subject to condition requirements. A related press release states the engine was acquired for approximately $12 million in cash, expanding Forum’s aviation portfolio to four income-generating engines, all on long-term lease to major U.S. airlines, with a fifth engine expected to close in the coming weeks. Forum describes the lease as generating fixed monthly payments plus usage-based fees and projects total returns in the double digits annually, and it highlights plans to potentially pool aviation engines into structured or tokenized offerings aligned with its digital asset strategy.

Forum Markets Inc ten percent owner Konstantin Lomashuk, through Cyber Citadel, a Cayman Islands corporation, reported an open-market sale of 3,387 shares of common stock at $6.1548 per share on July 9, 2026. After this transaction, Cyber Citadel holds 1,479,200 Forum Markets shares indirectly attributable to Lomashuk.

FORUM MARKETS Inc large shareholder Konstantin Lomashuk, through Cyber Citadel, reported open-market sales of a total of 4,802 shares of common stock. The shares were sold on two dates at prices of $6.13 and $6.4111 per share. After these transactions, Cyber Citadel continued to hold 1,482,587 shares indirectly attributed to Lomashuk as its sole shareholder, indicating the sales represent a small portion of the reported holdings.

Forum Markets, Incorporated is holding its 2026 Annual Meeting of Stockholders as a virtual-only event on August 19, 2026 at 10:00 a.m. Eastern Time. Stockholders will vote on electing three Class II directors, approving an advisory resolution on named executive officer compensation, and ratifying M&K CPAS as independent auditors for 2026.

The meeting is open to holders of record as of June 24, 2026, when 13,390,804 shares of common stock were outstanding, each with one vote. A quorum requires at least one-third of the voting power. The Board unanimously recommends voting “FOR ALL” director nominees and “FOR” the say-on-pay and auditor proposals. The proxy statement also details executive pay, change-in-control benefits, insider ownership and governance policies, including clawbacks and anti-hedging rules.

Forum Markets, Incorporated Schedule 13G/A amendment shows that Brian James Pemble reports beneficial ownership of 1,451,714 shares of common stock, representing 10.99% of the class based on June 29, 2026 outstanding shares of 13,210,145. The filing breaks down voting and dispositive power as 786,714 shares held solely and 665,000 held jointly with spouse. The filer excludes 84,166 shares held in the spouse's IRA and states the >10% threshold resulted from the issuer's share repurchase program rather than new purchases; the filer last purchased shares on April 17, 2026.

FORUM MARKETS Inc insider Brian James Pemble filed an initial Form 3 reporting beneficial ownership of 1,451,714 shares of Common Stock, equal to approximately 10.99% of the 13,210,145 shares outstanding as reported on June 29, 2026. The filing explains that his ownership percentage moved above 10% solely because the company reduced its outstanding shares through an ongoing share repurchase program, rather than through new share purchases by him. His most recent purchase occurred on April 17, 2026, when his ownership was still below 10%. The holdings are spread across a joint account with his spouse, retirement accounts, and 78,500 shares held directly, and are described as being held for investment purposes only, not to influence control of the company.

Forum Markets, Inc. entered into a second side-letter amendment with Zippy, Inc. to modify how a previously agreed stock price protection, called the Final Make Whole Amount, will be calculated and paid.

Instead of a single true-up on June 30, 2026, the agreement now uses three separate true-up dates on July 31, 2026, September 30, 2026, and December 31, 2026. For each of the first two periods, Zippy may sell up to 285,714 shares of Forum Markets common stock, with unsold eligible shares carrying forward, and any make-whole payment equals the guaranteed price of $10.50 per share minus Zippy’s gross sale proceeds.

For the third period, the make-whole is calculated on both shares sold and shares retained through December 31, 2026, using a volume-weighted average price for retained shares. The total make-whole across all three periods is capped so Zippy receives no more than $10.50 per share on the original stock consideration. The amendment also updates forfeiture and reporting covenants tied to timely cash payment of these amounts.