Forum Markets (Nasdaq: FRMM) posts Q1 loss and updates 2026 outlook
Rhea-AI Filing Summary
Forum Markets, Incorporated reported its first meaningful quarter of operations, generating Q1 2026 revenue of $2.9 million from real-world asset and financing activities. Despite this, the company posted a net loss from continuing operations of $77.5 million, driven largely by fair value changes in receivables, digital assets and derivative liabilities, leading to Adjusted EBITDA of $(76.0) million.
As of March 31, 2026, Forum held cash and cash equivalents of $65.9 million and total assets of $207.6 million, with stockholders’ equity of $168.3 million. Management highlighted a significant share repurchase program, using about $25 million to retire 5.8 million shares, and now expects a moderately slower near-term AUM growth trajectory while reaffirming its 2027 revenue outlook.
The company positions itself as a digital asset platform focused on tokenizing institutional-grade, yield-generating real-world assets, including new AI infrastructure bridge-financing backed by NVIDIA GPUs. It continues to invest heavily in platform build-out, multi-channel distribution and institutional partnerships to support its long-term tokenization and yield strategy.
Positive
- Initial revenue traction and strong cash position: Q1 2026 revenue reached $2.859 million versus none in the prior-year quarter, while cash and cash equivalents were $65.905 million as of March 31 2026, supporting continued investment in the tokenization platform.
- Share repurchase at scale and reaffirmed long-term outlook: The company used approximately $25 million to repurchase and retire 5.8 million shares at prices management views as highly accretive, and it maintained its 2027 revenue outlook despite moderating near-term AUM growth.
Negative
- Very large loss driven by fair value movements: Net loss from continuing operations was $77.534 million in Q1 2026, compared with $1.961 million a year earlier, with significant contributions from changes in fair value of long-term receivables, digital assets and derivative liabilities.
- Deeply negative Adjusted EBITDA: Adjusted EBITDA was $(75.956) million for Q1 2026, indicating that even excluding certain non-cash items, the underlying business is currently loss-making while Forum scales its tokenization and distribution strategy.
- Moderated near-term AUM growth: Management updated its 2026 outlook to reflect that approximately $25 million deployed into share repurchases is no longer available for revenue-generating assets, and now anticipates a moderately slower pace of near-term AUM growth.
Insights
Early revenue growth is overshadowed by very large fair-value driven losses.
Forum Markets is beginning to monetize its tokenization strategy, with Q1 2026 revenue of $2.859 million versus none a year earlier. However, fair value adjustments to long-term receivables, digital assets and derivatives produced a net loss from continuing operations of $77.534 million.
Adjusted EBITDA was deeply negative at $(75.956) million, reflecting heavy investment and market-driven swings in crypto-related positions. While cash and cash equivalents of $65.905 million and stockholders’ equity of $168.336 million as of March 31 2026 provide a cushion, sustainability depends on stabilizing earnings and managing digital asset volatility.
The company deployed about $25 million to repurchase 5.8 million shares, which it characterizes as highly accretive but which also reduces capital available for revenue-generating assets, leading to a slower near-term AUM outlook. Subsequent disclosures in periodic reports will be important to understand how recurring yield from AI infrastructure credit and other pipelines offsets ongoing fair value and operating expenses.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
tokenization of real-world assets financial
digital assets financial
fair value of derivative liabilities financial
Non-GAAP financial measures financial
forward looking statements regulatory
Earnings Snapshot
Forum updated its full-year 2026 outlook for a moderately slower pace of near-term AUM growth due to $25 million deployed into share repurchases, while leaving its 2027 revenue outlook unchanged.
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
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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).
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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 May 14, 2026, Forum Markets, Incorporated (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. On May 14, 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 May 14, 2026. | |
| 99.2 | Earnings Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: May 14, 2026 | By: | /s/ McAndrew Rudisill | |
| Name: | McAndrew Rudisill | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
Forum Reports First Quarter 2026 Financial Results
PALM BEACH, Fla., May 14, 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, today reported financial results for the first quarter ended March 31, 2026.
“Forum continues to execute against our core strategy of building a platform centered on originating, structuring, and tokenizing institutional-grade, yield-generating assets,” said McAndrew Rudisill, chairman and CEO. “We’ve expanded our origination capabilities with our entry into AI infrastructure bridge financing through NVIDA GPU-backed transactions and have made significant progress toward establishing distribution and co-investment partnerships with banks and large institutional investment companies. These developments reinforce the strength of our model — generating yield today while building a sustainable, scalable tokenization pipeline — and we believe they position Forum well to create long-term value.”
Business Highlights:
| ● | Established AI Infrastructure Financing: Announced entry into AI infrastructure financing through short-term bridge loans supporting the acquisition and deployment of NVIDA GPUs for AI data centers, targeting mid-teens annualized returns. The strategy generates immediate income while establishing a scalable pipeline of high-yield, institutional-grade assets for potential tokenization. |
| ● | Announced Shareholder Value Initiatives: Announced share repurchases and the formation of a special committee of independent directors to evaluate strategic alternatives, with the goal of maximizing shareholder value. After the quarter end, the Company deployed approximately $25 million to repurchase 5.8 million shares, representing 28% of shares outstanding, all of which have been retired and cancelled. Following the repurchase, as of April 30, 2026, the Company had approximately 14.5 million shares outstanding. |
“The first quarter and the weeks since have been a period of meaningful activity across the business — expanding our real-world asset base, executing a significant share repurchase program, and initiating a formal strategic review process,” said John Saunders, chief financial officer. “As we look to the balance of 2026, our focus remains on growth through multiple levers: expansion of asset pipelines, increased capital deployment, and broader distribution through retail and institutional partnerships. These are positioning Forum to increase scale across our tokenization platform, and we remain on track for accelerated, year-over-year revenue growth by the end of 2026.”
Outlook
Forum is updating its full-year 2026 outlook to reflect the capital deployed into its share repurchase program. Approximately $25 million was used to repurchase and retire 5.8 million shares — capital the Company views as having been deployed at a highly accretive price, but which is no longer available for deployment into revenue-generating assets. As a result, Forum expects a moderately slower pace of near-term AUM growth while maintaining its conviction in the long-term opportunity. The 2027 revenue outlook is unchanged.
| ● | The Company now expects to exit 2026 with between $100 million and $175 million in assets under management (AUM) across its tokenized and pre-tokenization credit portfolios, compared with prior guidance of $125 million to $200 million. 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 $22 million. This compares to prior guidance of $18 million to $26 million, reflecting a moderately slower pace of near-term capital deployment, partially offset by yield income from the existing asset base and early-stage origination and structuring economics. |
| ● | Forum is targeting AUM at year-end 2027 to be in the range of $250 million to $300 million, which the Company believes would result in year-over-year revenue growth of 50% to 100% in 2027. |
First Quarter 2026 GAAP Financial Highlights
| (in millions) | For the Quarter Ended March 31, 2026 | |||
| Revenue | $ | 2.9 | ||
| Gross Profit | $ | 2.9 | ||
| Cash and Cash Equivalents | $ | 65.9 | ||
| ● | Revenue of $2.9 million, driven primarily by aircraft engine lease revenue of $1.1 million, staking revenue of $1.8 million |
| ● | Net loss from Continuing Operations of $77.5 million, primarily attributable to realized losses on disposition of digital assets |
| ● | Adjusted EBITDA loss of $76 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). |
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Conference Call Information
The Company will host a live webcast at 10:30 a.m. ET on May 14, 2026, to discuss its first quarter 2026 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. 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.
Media and Investor Contact:
John Kristoff
SVP, Corporate Communications and IR
IR@forum-markets.com
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FORUM MARKETS, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 2,859 | $ | - | ||||
| Total cost of revenues | - | - | ||||||
| Gross income | 2,859 | - | ||||||
| Selling, general and administrative expense | 7,492 | 1,967 | ||||||
| Operating income (loss) | (4,633 | ) | (1,967 | ) | ||||
| Interest expense | (1,001 | ) | - | |||||
| Other income | (71,900 | ) | 6 | |||||
| Income (loss) before income taxes | (77,534 | ) | (1,961 | ) | ||||
| Income tax benefit | - | - | ||||||
| Net Income (loss) from Continuing Operations | (77,534 | ) | (1,961 | ) | ||||
| Net Income (loss) from Discontinued Operations | 1,270 | (408 | ) | |||||
| Deemed Dividend | - | - | ||||||
| Net Income (loss) | (76,264 | ) | (2,369 | ) | ||||
| Other Comprehensive Income (loss) | (202 | ) | (65 | ) | ||||
| Total Comprehensive Loss | (76,466 | ) | (2,434 | ) | ||||
| Basic and Diluted Net Loss per Common Share - Continuing operation | $ | (3.64 | ) | $ | (5.54 | ) | ||
| Basic and Diluted Net Loss per Common Share - Discontinured operation | $ | 0.06 | $ | (1.15 | ) | |||
| Weighted average Common Stock outstanding – basic | 21,300 | 354 | ||||||
| Weighted average Common Stock outstanding – diluted | 21,300 | 354 | ||||||
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FORUM MARKETS, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
| As of March 31, 2026 | As of December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 65,905 | $ | 8,018 | ||||
| Restricted cash | - | 1,016 | ||||||
| Accounts receivable | 375 | - | ||||||
| Loans receivable | 11,458 | - | ||||||
| Prepaid expenses and other current assets | 4,531 | 4,514 | ||||||
| Current assets of discontinued operations | 256 | 22 | ||||||
| Total current assets | 82,525 | 13,570 | ||||||
| Marketable Securities | 31,771 | 4,411 | ||||||
| Digital Assets | 28,307 | 61,587 | ||||||
| Staking Receivables | - | 181,011 | ||||||
| Property and equipment, net | 17,556 | - | ||||||
| Right of use assets - operating | 1,734 | - | ||||||
| Other noncurrent assets | 45,718 | 45,718 | ||||||
| Total assets | $ | 207,611 | $ | 306,297 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 451 | $ | 1,556 | ||||
| Accrued expenses and other current liabilities | 11,497 | 6,377 | ||||||
| Right of use liabilities - operating | 903 | - | ||||||
| Loans payable, current portion | 251 | 251 | ||||||
| Collateralized loans, current portion | - | 31,513 | ||||||
| Current liabilities of discontinued operations | 223 | 1,232 | ||||||
| Total current liabilities | 13,325 | 40,929 | ||||||
| Long-term accrued expenses and other noncurrent liabilities | - | - | ||||||
| Collateralized loans, noncurrent portion | 25,950 | 25,950 | ||||||
| Total liabilities | $ | 39,275 | $ | 66,879 | ||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common Stock | 2 | 2 | ||||||
| Treasury Stock | - | - | ||||||
| Additional paid-in capital | 839,837 | 834,453 | ||||||
| Accumulated other comprehensive income | (3,195 | ) | (2,993 | ) | ||||
| Accumulated deficit | (668,308 | ) | (592,044 | ) | ||||
| Total stockholders’ Equity | 168,336 | 239,418 | ||||||
| Total liabilities and stockholders’ Equity | $ | 207,611 | 306,297 | |||||
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FORUM MARKETS, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (77,534 | ) | $ | (1,961 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Stock based compensation expense | 104 | 578 | ||||||
| Depreciation and amortization | 473 | |||||||
| Amortization of loan premiums | 2 | |||||||
| Change in fair value of long term receivable | 48,637 | - | ||||||
| Change in fair value of digital assets | 6,342 | - | ||||||
| Change in fair value of available for sale securities | (46 | ) | - | |||||
| Change in fair value of derivative liabilities | 10,543 | - | ||||||
| Non-cash staking and incentive revenue | 460 | - | ||||||
| Loss on make whole provision | 3,885 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (375 | ) | - | |||||
| Right of use assets | 72 | - | ||||||
| Prepaid expense and other currentassets | (11,841 | ) | 220 | |||||
| Accounts payable | (2,010 | ) | 7 | |||||
| Accrued expenses | 1,013 | 263 | ||||||
| Net cash used in operating activities from continuing operations | (20,275 | ) | (893 | ) | ||||
| Net cash used in operating activities from discontinued operations | (175 | ) | 6 | |||||
| Net cash used in operating activities | (20,450 | ) | (887 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purcases of marketable securities | (27,313 | ) | - | |||||
| Purchases of digital assets | (757 | ) | - | |||||
| Purchase of loans receivable | (11,455 | ) | - | |||||
| Purchase of property and equipment | (16,813 | ) | - | |||||
| Repayment of loans receivable | 60 | - | ||||||
| Sale of digital assets | 128,096 | - | ||||||
| Net cash used in investing activities from continuing operations | 71,818 | - | ||||||
| Net cash used in investing activities from discontinued operations | - | - | ||||||
| Net cash used in investing activities | 71,818 | - | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from exercise of options | - | - | ||||||
| Proceeds from exercise of warrants | - | - | ||||||
| Proceeds from shares issued for cash, net | 5,503 | - | ||||||
| Net cash provided by (used in) financing activities from continuing operations | 5,503 | - | ||||||
| Net cash provided by (used in) financing activities from discontinued operations | - | (3 | ) | |||||
| Net cash provided by (used in) financing activities | 5,503 | (3 | ) | |||||
| Net change in cash, cash equivalents and restricted cash | 56,871 | (890 | ) | |||||
| Cash, cash equivalents and restricted cash – beginning of the period | 9,034 | 4,567 | ||||||
| Cash, cash equivalents and restricted cash – end of the period | $ | 65,905 | $ | 3,677 | ||||
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GAAP to Non-GAAP Reconciliation
| (in thousands) | For the three months ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Net income (loss) from continuing operations | $ | (77,534 | ) | $ | (1,961 | ) | ||
| Income tax benefit | - | - | ||||||
| Depreciation and amortization | 473 | - | ||||||
| Interest expense | 1,001 | - | ||||||
| EBITDA | (76,060 | ) | (1,961 | ) | ||||
| Stock-based compensation(1) | 104 | 578 | ||||||
| Business development & integration expenses(2) | - | - | ||||||
| Offering costs(3) | - | |||||||
| Loss on disposal and non-cash impairment charges(4) | - | - | ||||||
| Adjusted EBITDA | $ | (75,956 | ) | $ | (1,383 | ) | ||
| (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 |
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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.
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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.
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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 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 be correlated 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.
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Exhibit 99.2
1 First Quarter 2026 Earnings Presentation May 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 May 14, 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 Asset Origination Pipelines
6 AI Chip Infrastructure Credit Product Typical Annual Return Term Collateral Forum AI Chip Infrastructure Token MID-TEENS1 60-120 DAYS NVIDIA GPUS Investment Grade Bonds 4-6% MULTI-YEAR COMPANY CREDIT HY Savings 3-4% DEMAND FDIC Notes: Any reference herein to yields, returns, or other characteristics of publicly traded investment-grade bonds is provided solely for general market context. Target Rate of Return based on holding for full term of lease; ¹ Target rate of return is based on annualized yield on committed bridge transactions and is not guaranteed. Actual results may differ materially. KEY METRICS • Target Annualized Return: Mid-teens¹ • First Deal Commitment Range: $25M – $50M • Bridge Loan Duration: 60–120 days • Global GPU Market Projected by 2030: $228B+
7 Multi-Channel Distribution Strategy RETAIL DISTRIBUTION (ACTIVE TODAY) INSTITUTIONAL DISTRIBUTION (IN PROGRESS) • Primary distribution platform: 1 • User base is expected to grow through expanded offerings (trading in stocks, bonds, crypto, and private securities) • Forum plans to ramp marketing as platform adoption increases • Forum products positioned prominently within the ecosystem IMMEDIATE DISTRIBUTION CHANNEL WITH EXPANDING REACH • Building institutional channels for access-constrained, double- digit-yielding asset classes • Growing engagement from institutions around double-digit- yield, hard-asset verticals historically difficult to access • Potential co-investment structures provide a complementary revenue stream • Expanding distribution pathways to scale alongside Forum's asset base 1. Forum announced acquisition of 15% stake of Satschel, Inc., the parent company of Liquidity.io on 10/23/25 GROWING PIPELINE OF INSTITUTIONAL DEMAND
8 FINANCIAL RESULTS
9 Forum by the Numbers I. Q1 2026 Revenue: reflects early platform activity and income generated from real-world asset and financing activities II. Q1 2026 Adjusted EBITDA: provides a non-GAAP view of operating performance as Forum continues investing in platform growth III. Total Asset Value: represents the asset base supporting Forum's current yield generation and future tokenization activity IV. Anticipated Average Blended Yield on Asset Base: reflects expected yield across planned income-producing asset deployments once recorded on the balance sheet KEY METRICS REFLECT FORUM'S EARLY PLATFORM PERFORMANCE, BALANCE SHEET POSITION AND EXPECTED ASSET YIELD: Net Asset Value2 Net Asset Value per share3 Q1 2026 Adj. EBITDA1 $2.9M -$76M $144.5M $9.93 FORUM BY THE NUMBERS 1. Primarily attributable to realized losses on disposition of digital assets 2. As of April 30, 2026 3. Based on approximately 14.5 million shares outstanding as of April 30, 2026
10 Capital Allocation I II III DISCIPLINED CAPITAL ALLOCATION TO SCALE THE PLATFORM AND ENHANCE SHAREHOLDER VALUE
11 Outlook LOOKING AHEAD, THE COMPANY EXPECTS: I II III
APPENDIX 12
13 NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
14 Consolidated Income Statement
15 NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS