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Forum Markets forms 51%-owned AI venture with Edge Node

FRMM’s 2027 guidance includes 100% of anticipated JV revenue; Edge Node’s economic share is reported below net income as noncontrolling interest.

(High)

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Form Type
8-K

Rhea-AI Filing Summary

Forum Markets, Incorporated (FRMM) formed Forum Edge AI LLC with Edge Node Inc. on October 2, 2026, for data-center and compute projects. Forum is sole manager and owns 51%; Edge Node owns 49%. Initial sites include 2 MW of a 4 MW Dallas data center, a 6 MW North Carolina campus and one 1–2 MW mobile-tower site. Projects will use separate entities for real estate and equipment, without cross-collateralization.

Forum committed to fund 51% of LandCo and EquipCo investments and agreed to proportional guarantees for equipment financing; if a lender requires Forum alone to guarantee, Edge Node owes a guaranty fee. After the Effective Date and upon achievement of specified power and financing milestones, the parties will exchange 9.95% equity stakes. Edge Node is to receive approximately 1.46 million FRMM shares, described as approximately 9.95% of Forum’s shares after issuance, based on 13.2 million shares outstanding as of October 2, 2026; Forum will receive 9.95% of Edge Node’s fully diluted equity. Forum’s full-year 2027 consolidated revenue guidance is $125 million to $175 million, reflecting 100% of anticipated JV revenue; it continues to anticipate becoming cash flow positive in early 2027.

Filing Explained

The share exchange remains milestone-gated, and the filing leaves its two stated 9.95% share bases unreconciled.

The signed October 2, 2026 agreement adds U.S. mutual-exclusivity covenants, while its share exchange, subject to the Effective Date and performance milestones, would increase FRMM’s share count and reduce existing holders’ percentage ownership if completed.

It also establishes formula-priced call and put buyout rights and gives Forum a right of first refusal on future acquisitions and compute capacity.

The press release describes approximately 1.46 million shares as about 9.95% after issuance, while Item 3.02 describes the shares as 9.95% of shares outstanding as of October 2. These statements use different percentage bases, and the filing does not reconcile them.

Edge Node agreed to enter a voting agreement granting Forum an irrevocable proxy over its shares; no registration rights were granted.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Full-year 2027 consolidated revenue guidance $125 million to $175 million Reflects 100% of anticipated Joint Venture revenue.
Forum Joint Venture ownership 51% Forum is the sole manager.
Edge Node Joint Venture ownership 49% Membership interest in Forum Edge AI LLC.
FRMM shares to be issued Approximately 1.46 million shares To Edge Node upon the Effective Date and achievement of specified milestones.
Forum shares outstanding 13.2 million shares As of October 2, 2026; basis stated for the approximate post-issuance share percentage.
Approximate post-issuance Forum share percentage Approximately 9.95% Percentage represented by the shares Edge Node is to receive.
Equity interest Forum will receive 9.95% Edge Node fully diluted equity, upon achievement of specified milestones.
Initial site capacities 2 MW of a 4 MW Dallas data center; 6 MW North Carolina campus; 1–2 MW tower site Initial Joint Venture portfolio.
special purpose vehicles technical
"project-level special purpose vehicles organized as separate limited liability companies"
Special purpose vehicles are separate companies created to isolate financial risk or manage specific assets and projects. They act like dedicated containers that hold particular investments or loans, helping organizations keep certain activities separate from their main operations. For investors, understanding these entities is important because they can influence how risks and returns are structured within a larger financial system.
distribution waterfall financial
"a distribution waterfall for available cash from each project"
noncontrolling interest financial
"reported below net income as noncontrolling interest"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
offtake agreements financial
"GPUs are ordered against paired offtake agreements"
An offtake agreement is a contract where a buyer agrees to purchase a set amount of a company's future production—such as minerals, energy, or manufactured goods—often before the product is made. For investors, these deals act like a guaranteed customer or advance order that reduces sales risk, helps secure project financing, and makes future revenue more predictable; think of it as a long-term subscription that stabilizes cash flow.
member loans financial
"Forum may advance member loans"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is FRMM’s 2027 revenue guidance?

FRMM’s full-year 2027 consolidated revenue guidance is $125 million to $175 million, reflecting 100% of anticipated Joint Venture revenue. It is based on current site rollout assumptions, including the Dallas transformer upgrade, the North Carolina site closing and the first tower installation. The guidance reflects only the initial deployment phase, which extends through mid-2027.

What sites are included in FRMM’s initial AI joint venture portfolio?

The initial portfolio includes 2 MW of a 4 MW Dallas data center, a 6 MW campus in High Point, North Carolina, and one mobile communications tower site of 1–2 MW. The tower site has the ability to scale under separate agreements with SBA Communications Corporation and Tillman Infrastructure.

What restrictions apply to Edge Node’s FRMM shares?

Edge Node has no registration rights. It agreed to a voting agreement covering all FRMM common shares it holds, granting Forum an irrevocable proxy to vote those shares in accordance with Forum’s board recommendation. Edge Node Group members agreed to execute a lock-up if requested by an underwriter in connection with a Forum offering, provided Forum’s officers and directors are similarly bound.

What happens if Edge Node does not fund a required contribution to the FRMM joint venture?

Forum may advance member loans if Edge Node fails to fund a required capital contribution. Those loans are secured by a security interest in project assets and pledged membership interests. Forum also committed to fund 51% of LandCo and EquipCo investments across multiple projects.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001690080 0001690080 2026-10-02 2026-10-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 2, 2026

 

Forum Markets, Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware   001-38105   90-1890354
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

2875 South Ocean Blvd, Suite 100
Palm Beach, FL
  33480
(Address of Principal Executive Offices)   (Zip Code)

 

(650) 507-0669

(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
Common Stock, par value $0.0001 per share   FRMM   The Nasdaq Stock Market LLC

 

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 1.01. Entry into a Material Definitive Agreement. 

 

On October 2, 2026, Forum Markets, Incorporated, a Delaware corporation (the “Company” or “Forum”), and Edge Node Inc., a Texas corporation (“Edge Node”), entered into the First Amended and Restated Limited Liability Company Agreement (the “Agreement”) as members of Forum Edge AI LLC, a Delaware limited liability company (the “Joint Venture”). Forum is the sole manager of the Joint Venture.

 

Pursuant to the Agreement, Forum and Edge Node have established a strategic partnership framework for data center real estate, compute infrastructure and compute reseller arrangements. Forum holds a 51% membership interest and Edge Node holds a 49% membership interest in the Joint Venture. The Joint Venture will serve as the parent entity holding equity interests in project-level special purpose vehicles organized as separate limited liability companies when formed for each project, consisting of a real estate holding entity (“LandCo”) and a compute equipment holding entity (“EquipCo”).

 

The Agreement provides for, among other things (i) capital contributions by the members to fund LandCo and EquipCo investments for each project in proportion to their respective membership interests; (ii) certain consent rights of each member with respect to specified actions of the Joint Venture; (iii) a distribution waterfall for available cash from each project; (iv) remedies upon a member’s failure to fund capital contributions, including member loans and equity reallocation; (v) an equity exchange pursuant to which, after the Effective Date (as defined in the Agreement) and upon achievement of specified performance milestones, Forum will issue shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) representing 9.95% of Forum’s outstanding shares as of October 2, 2026 to Edge Node, and Forum will receive 9.95% of Edge Node’s fully diluted equity (as further described under Item 3.02 below); (vi) buyout rights, including a call right in favor of Forum (the “Forum Call Right”) and a put right in favor of Edge Node, in each case at a formula-determined price; (vii) mutual exclusivity covenants restricting each member from pursuing data center or similar projects with third parties in the United States; (viii) a right of first refusal in favor of Forum on future acquisitions and compute capacity; (ix) an exclusive, royalty-free license from Edge Node of its background intellectual property to the Joint Venture; and (x) drag-along rights in favor of Forum with respect to a sale of the Joint Venture.

 

Forum is currently in ongoing discussions with multiple potential customers for offtake of dedicated GPU capacity that would be supplied from the Company’s data center and related facilities.

 

The foregoing description of the Agreement is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1, and which is incorporated in this Item by reference in its entirety.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

In connection with the Agreement, Forum has incurred the following direct financial obligations:

 

Capital Contribution Obligations. Forum has committed to fund 51% of the LandCo and EquipCo investments across multiple projects pursuant to the terms set forth in the Agreement.

 

Guaranty Obligations. Forum and Edge Node have each agreed to provide guaranties for EquipCo equipment financing proportional to their respective percentage interests. If a lender requires Forum to provide a sole guaranty, Edge Node is obligated to pay Forum a guaranty fee.

 

Member Loan Obligations. In the event Edge Node fails to fund a required capital contribution, Forum may advance member loans, which are secured by a security interest in project assets and pledged membership interests.

 

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Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

 

Pursuant to the Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Agreement, after the Effective Date and upon the achievement of certain performance milestones, Forum will issue to Edge Node shares of Forum’s Common Stock, representing 9.95% of Forum’s outstanding shares of Common Stock (based on the number of shares outstanding as of October 2, 2026) (the “Equity Exchange”). In connection with the Equity Exchange, Forum will also receive shares representing 9.95% of Edge Node’s fully diluted equity. No registration rights have been granted to Edge Node.

 

Pursuant to the Agreement, Edge Node has agreed to enter into a voting agreement with respect to all shares of Common Stock held by Edge Node, pursuant to which Edge Node has granted to Forum an irrevocable proxy to vote such shares in accordance with the recommendation of Forum’s board of directors. In addition, members of the Edge Node Group (as defined in the Agreement) have agreed to execute a lock-up agreement if requested by an underwriter in connection with a Forum offering, subject to the condition that Forum’s officers and directors are similarly bound.

 

Forum may also elect to pay any buyout consideration under the Forum Call Right in shares of Common Stock.

 

Item 7.01 Regulation FD Disclosure.

 

On October 5, 2026, Forum issued a press release announcing the formation of the Joint Venture and related matters. The press release also provides guidance concerning Forum’s 2027 anticipated revenue estimates. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and 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 it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 8.01. Other Events.

 

In connection with the Joint Venture, the Company has made available an investor presentation relating to the Joint Venture, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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Forward Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

 

Applicable risks and uncertainties include, among others, the risk that anticipated site capacity, power availability, permitting, equipment delivery or customer contracts are delayed or not obtained; the risk that equipment financing is not available on the terms or in the amounts assumed, or at all; risks associated with the Company’s guarantee obligations in support of project-level financing; 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; and other risks identified under the heading “Risk Factors” in Forum’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Quarterly Reports filed on Form 10-Q, as well as other information Forum has filed or may file with the U.S. Securities and Exchange Commission (the “SEC”). 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

10.1*^   First Amended and Restated Limited Liability Company Agreement of Forum Edge AI, LLC, dated October 2, 2026, by and between Forum Markets, Incorporated and Edge Node Inc.
99.1   Press Release, dated October 5, 2026, announcing the formation of the Joint Venture.
99.2   Investor Presentation, dated October 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

 

^The schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

 

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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: October 5, 2026 By: /s/ McAndrew Rudisill
  Name: McAndrew Rudisill
  Title: Chief Executive Officer

 

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Exhibit 99.1

 

 

Forum Markets Announces Joint Venture with Edge Node AI to Deploy Inference AI Compute Across the U.S. at Existing Powered Data Sites and Mobile Communications Towers

 

●Initial planned deployment comprises approximately 11 MW of energized capacity

 

●Compute capacity from initial deployment being fully allocated to long-term off-take partners

 

●Forum Markets introduces 2027 revenue guidance of $125 Million to $175 Million

 

●No equity issued to stand up initial deployment nor required to achieve 2027 revenue guidance

 

●Real estate and site equipment have already been purchased; compute capital expenditures are being funded through a combination of customer deposits and equipment financing

 

PALM BEACH, Fla., Oct. 5, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum” or “the Company”), an innovator in sourcing and operating cash-generating assets in aerospace, AI, and AI-powered consumer finance, today announced its first major investment in artificial intelligence (“AI”) infrastructure with the formation of Forum Edge AI LLC, a Delaware limited liability company (the “Joint Venture”) on October 2, 2026, a joint venture with Edge Node Inc., a Texas corporation (“Edge Node AI”), to own and operate high-performance inference compute capacity at sites that already have power and permits in place. Edge Node AI is an AI infrastructure company and approved Nvidia partner building a distributed AI inference network designed for companies and assets that depend on constant, real-time graphics processing unit (GPU) access. Forum holds majority ownership of and controls the Joint Venture, which has an initial portfolio consisting of 2MW of a 4 MW data center in Dallas, a 6 MW data center campus in High Point, N.C., and one initial mobile communications tower site of 1-2 MW with the ability to scale under separate agreements with SBA Communications Corporation (Nasdaq: SBAC) (“SBAC”) and Tillman Infrastructure (“Tillman”). The Company expects to contract additional sites with other communications tower owners moving forward.

 

 

 

 

Transaction Highlights

 

●Joint Venture: Forum Edge AI LLC is owned 51% by Forum and 49% by Edge Node AI. Forum is the sole manager and expects to consolidate the Joint Venture’s financial results

 

●Initial portfolio: A Dallas data center with approximately 2 MW running today, stepping up to about 4 MW in the fourth quarter of 2026 and first quarter of 2027 with 2 MW already being operated by Edge Node AI, and 2 MW allocated to the Joint Venture; a six-building, 5-acre campus in High Point, N.C., with 9 MW of live utility power that will be 100% owned by the Forum Edge AI Joint Venture; and one mobile tower deployment in Texas near the existing Dallas data center

 

●Compute offtake: Forum Edge AI is allocating compute offtake to large, high-credit-quality counterparties over a multi-year period, which covers the entire contemplated initial power capacity and matches debt financing terms of the compute equipment portfolio

 

●Project-level structure: Each data site will be held in a special purpose vehicle (SPV) held by the Joint Venture, with each SPV financed and closed independently, with no cross-collateralization between projects. This modular deployment allows for capital efficiency and structuring agility.

 

●Equipment financing: A material portion of the compute equipment will be debt financed, with the Joint Venture funding equipment down payments at the project level primarily through proceeds of down payments from compute off-take partners and matched contract duration equipment financing.

 

●Aligned ownership: Forum and Edge Node AI will exchange 9.95% equity stakes in each respective company, subject to the achievement of certain power and financing milestones by the Joint Venture. Forum’s contingent issuance of approximately 1.46 million shares represents approximately 9.95% of its shares outstanding after giving effect to the issuance, based on 13.2 million shares outstanding as of October 2, 2026.

 

●Revenue timing: The first compute racks in Dallas are already energized, with the site’s full initial phase capacity and contracted revenue expected in late 2026 or early 2027, and the first compute racks in High Point, N.C., expected to energize in the first quarter of 2027. The initial mobile tower deployment is expected occur by mid-2027. Given this cadence, Forum is introducing full-year 2027 consolidated revenue guidance of $125 million to $175 million, reflecting 100% of Joint Venture revenue for the initial portfolio.

 

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“We have looked at myriad AI financing and infrastructure opportunities over the past several months, and we were deliberate about where we were willing to commit capital,” said McAndrew Rudisill, chairman and chief executive officer of Forum. “Deal flow was never the constraint in this market. Discipline was. We were patient because we were looking for a specific set of characteristics: sites where the power and the permits already exist; equipment we can finance on terms we can model and collateralize; a structure that keeps risk contained at the project level; and a credible partner whose economics are aligned with our own over the long term. This transaction has all four, and we believe it represents the most attractive risk-adjusted return we have underwritten to date. I am genuinely excited about the growth potential it unlocks for Forum, and we are intensely focused on the execution that will generate that growth, one site at a time.”

 

The transaction supports Forum’s strategy of acquiring, structuring, financing and operating cash-generating assets with attractive risk-adjusted returns in large, complex markets with durable demand drivers. Forum has previously identified AI infrastructure as one of its four key vertical markets, alongside commercial aerospace, manufactured housing finance and auto credit. Forum’s pipeline of AI infrastructure deals has been a key 2026 priority, and the Joint Venture represents a major step forward in both expanding access to financing and tokenization opportunities and integrating strategic asset ownership with a highly differentiated, risk-controlled and modular approach. The Joint Venture is focused on inference, the workload that runs trained AI models in production, which in many use cases is required to sit close to the users it serves. Forum Edge AI’s platform architecture addresses this demand for low-latency, edge compute by placing its sites inside metropolitan areas rather than in remote campuses. Simultaneously, this approach unlocks existing spare power, connectivity and physical sites rather than undertaking lengthy new greenfield builds.

 

“The next phase of AI infrastructure will require more than simply adding GPU capacity—it will require a distributed compute architecture that brings high-performance inference closer to where workloads and customers operate. Edge Node AI has been built around that vision,” said Mallik Panda, founder and chief executive officer of Edge Node AI. “Forum brings significant capabilities in capital markets, financing, structuring, power and GPU supply that are highly complementary to our technical and operating capabilities. Together, we believe Forum Edge AI provides a strong platform to deploy infrastructure rapidly across powered data centers and distributed edge locations while maintaining disciplined, project-level economics. We are excited to work alongside Forum to build and scale this platform.”

 

Deal Structure

 

The Joint Venture will initiate and own the various projects which, discretely, deliver compute. These projects are organized in a hub-and-spoke manner, with the “spokes” as tower sites and the “hubs” as owned data centers from which equipment at the tower sites can also be serviced and maintained by Forum Edge AI personnel. To mitigate risk, each AI compute site will be held in a distinct project-level SPV, and each project will be capitalized, financed and closed independently of the others, with no cross-collateralization between projects. Where a project includes real property, the land and the compute equipment will be held in separate entities, ensuring that equipment financing does not encumber real estate and real estate financing does not encumber the equipment.

 

Forum is the sole manager and 51% owner of the Joint Venture and will consolidate its financial performance. All project revenue will flow to the Joint Venture, and operating expenses will be charged to the Joint Venture at actual cost with no markup. Forum will hold a right of first refusal on any data center or tower site originated by Edge Node AI, as well as on compute capacity across all projects. Edge Node AI will license its variable-load inference technology to the Joint Venture and will provide senior technical and operating capabilities and personnel to run the data centers and edge nodes on a day-to-day basis.

 

Forum and Edge Node AI will exchange 9.95% equity stakes in each respective company, subject to the achievement of certain power and financing milestones by the Joint Venture. Edge Node AI will receive approximately 1.46 million shares of Forum’s common stock, representing approximately 9.95% of its shares outstanding after giving effect to the issuance, based on 13.2 million shares outstanding as of October 2, 2026. Both parties are subject to lock-up restrictions on the shares that may be issued. The cross-ownership is intended to align Forum’s and Edge Node AI’s interests in the long-term performance of the platform.

 

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Initial Site Portfolio

 

Power, permits and structures are already in place across the initial site portfolio. Forum believes this footprint delivers significantly reduced execution risk and a faster path from capital deployment to revenue.

 

●Dallas

 

○The Joint Venture will own the computing equipment and transformer capacity at Edge Node AI’s existing Dallas facility

 

○Certificate of occupancy for colocation and data center use received July 1, 2026

 

○Approximately 2.0 MW of power running today, increasing to approximately 4.0 MW at the meter by early 2027, with contracted revenue expected to begin in late 2026 or early 2027

 

○Edge Node AI retains ownership of the real estate while Forum’s interest covers the equipment

 

●High Point, N.C.

 

○Signed purchase and sale agreement to acquire a six-building, 5-acre campus

 

○9 MW of live utility power available on site today

 

○Initial installation of approximately 6 MW of GPUs expected to energize in the first quarter of 2027

 

○Additional capacity to be added in phases as required cooling upgrades are completed

 

●Tower Sites

 

○Separate agreements with SBAC and Tillman covering one initial mobile tower deployment in Texas proximal to the existing Dallas data center. Agreements contemplate scaling in multiple metropolitan statistical areas and provide a measured, highly modular growth trajectory to the tower deployment as deemed appropriate by the Joint Venture

 

○The Joint Venture owns the equipment at each site and pays the tower owners a monthly fee

 

○Each installation has been sized to fit the existing lease, with zoning and power already in place

 

○Opening step in a program under which the Joint Venture expects to access multiple tower sites over time, with new tower sites added only after the previous sites achieve certain key performance metrics

 

The Joint Venture is the result of the strategic review undertaken by the special committee of Forum’s board of directors, which evaluated a range of alternatives. Given the scale and tenor of the venture, the committee determined to suspend further exploration at this time. Forum will provide additional updates if and when appropriate.

 

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Forum Markets Revenue Guidance

 

Forum Markets, Incorporated, the public company, is providing the revenue guidance set forth below on a consolidated basis. Based on current site rollout assumptions for the Joint Venture, including the timing of the Dallas transformer upgrade, the North Carolina site closing and the pace of the first tower installation, Forum is establishing full-year 2027 revenue guidance of $125 million to $175 million (consolidated, reflecting 100% of Joint Venture revenue). The Company continues to anticipate becoming cash flow positive in early 2027.

 

The initial phase of deployment described in this release extends through mid-2027, and full-year 2027 revenue guidance reflects only the anticipated contribution of this initial phase. Forum anticipates additional deployment beyond the initial phase and expects it would update its full-year 2027 guidance to reflect any such expansion. There can be no assurance that any additional deployment will occur, or as to the timing, size or terms of any additional deployment.

 

Forum will consolidate the Joint Venture in its financial statements. The guidance above therefore reflects 100% of the Joint Venture’s anticipated revenue. Edge Node AI’s economic share of the Joint Venture will be reported below net income as noncontrolling interest and will not affect revenue.

 

About Forum Markets, Incorporated

 

Forum Markets, Incorporated (Nasdaq: FRMM) is an innovative company that sources and structures cash-generating assets with attractive risk-adjusted returns in AI infrastructure, commercial aerospace, manufactured housing finance and auto credit. The Company draws on proprietary origination pipelines and strategic co-investment partnerships to scale its portfolio and generate durable operating income. Forum integrates traditional asset management principles with hands-on operational execution as it builds a new framework for how real-world assets are owned, managed and monetized. For more information, please visit forum-markets.com.

 

About Edge Node AI

 

Edge Node AI is an AI infrastructure company and approved Nvidia partner developing and operating distributed high-performance compute infrastructure across the United States. The company’s strategy combines powered data center capacity with distributed edge deployments, including telecommunications tower locations, to support low-latency AI inference and other GPU-intensive workloads. Edge Node AI focuses on utilizing sites with existing power, connectivity and infrastructure to accelerate deployment and bring compute capacity closer to customers and end users. Headquartered in Dallas, Edge Node AI provides technical, infrastructure development and operating capabilities supporting the deployment and day-to-day operation of its AI compute network.

 

5

 

 

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 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, including the risk that the parties do not execute definitive documentation for the Joint Venture or any individual project; the risk that anticipated site capacity, power availability, permitting, equipment delivery or customer contracts are delayed or not obtained; the risk that equipment financing is not available on the terms or in the amounts assumed, or at all; risks associated with the Company’s guarantee obligations in support of project-level financing; 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; 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; fluctuations in the market price of ETH that will impact the Company’s accounting and financial reporting; government regulation of tokenized securities; risks relating to the treatment of assets for U.S. and foreign tax purposes; 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 businesses; 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; 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 and Quarterly Reports on Form 10-Q, as well as 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. Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. Generally Accepted Accounting Principles, 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 as collateral against a loan, impairment charges may be required to be reported in net income if the market price of such assets 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.

 

Forum Media and Investor Contact:

 

John Kristoff

SVP, Corporate Communications and IR

IR@forum-markets.com

 

Edge Node AI Media Contact:

 

Narendra Manney

Nmanney@edge-node.ai

 

6

 

 

Exhibit 99.2

 

Forum Edge AI: Inference Infrastructure Opportunity October 2026

 

 

Disclaimer 2 Unless the context otherwise provides, "we," "us," "our," the "Company," "Forum," "Forum Markets," and like terms refer to Forum Markets, Incorporated and its subsidiaries . Disclaimers and Other Important Information We have not authorized any other person to provide you with any information other than that contained in this presentation or in any other information prepared by or on behalf of us or to which we may have referred you . We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you . You should assume that, unless otherwise noted, the information appearing in this presentation is accurate only as of the date of this presentation . Our business, financial condition, results of operations and future prospects may have changed since those dates . 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 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 or changes, competition, and results are subject to a multitude of risks, uncertainties, and changes . Those include but are not limited to, market conditions, the regulatory landscape, and other risks of loss .

 

 

Investment Highlights 3 Preeminent management team: Decades of collective experience across infrastructure, aviation, energy, and AI real assets paired with Edge Node AI's technical expertise to drive modular HPC deployments at powered sites from day one. Modular deployment Forum has fully funded Phase 0: Forum's 51% JV interest funds an initial ~11 MW deployment, across tier 1 TowerCo site with spoke-and-hub model with two initial hubs Scalable platform: Phase 0 fully funded today; Phases 1 and 2+ are options earned through measured power, achieved utilization, ready offtake, and equipment financing. Optioned Tier 1 tower site footprint supports componentized roll-out across multiple phases. Differentiated power footprint unlocked at tower sites and existing, owned hubs: Dallas energized today; North Carolina energized in Q1 2027; excess allocated power capacity at Tower sites accessed via MSAs rather than multi-year interconnection queue, first online in Q2 2027 Customer-led deployment model: GPUs ordered against paired offtake agreements with B300 and GB300 costs and supply established; Forum Edge AI meets demand via proximity and rapid, modular deployment capability. Focus on edge sites meets future demand for low-latency inference. Financeable, discrete project architecture: Separate SPVs with paired offtake/collateral/equipment financing; no cross-collateralization; Forum controls the JV and consolidates without carrying 100% of project equity. FORUM EDGE AI

 

 

Where the Leverage Comes From Phase 0 Scope Footprint and Economics At Fully-Funded Phase 0 Only Illustrative Earnings Consolidated at Forum Revenue begins at energization. GPUs are ordered against paired offtake agreements Phase 0 carries the equity case. Beyond Phase 0, capacity is added one module at a time: Pods and racks against a sales order, each separately funded and collateralized; Incremental capacity is an ordering decision rather than a development one. Phasing optionality is not priced or reflected in the Phase 0 equity Equipment Facility $262M 65%(1) of $403M equipment cost Equipment Facility $262M 65%(1) of $403M equipment cost $22M Forum JV Equity $22M Forum JV Equity Joint Venture Equity $42M Joint Venture Equity $42M Customer Deposits $138M Customer Deposits $138M Capital Footprint $442M Of project capital deployed at the JV: $403M of equipment plus $38M of site, power, contingency and fees GPUs 4,376 B300 at Dallas, GB300 at NC, tower(s) Power ~11 MW At the meter by Q2 2027: Dallas 4 MW, NC 6 MW, one tower site >1 MW Revenue, End of Phase 0 Run-Rate $159M Project Contribution (EBITDA) $124M 78% margin, after operating expenses Forum 51% Share: $63M Already in Place Then It Scales, Beyond It Structural Power, land and structure are already installed and permitted. Forum holds 51% and manages the JV Structural Power, land and structure are already installed and permitted. Forum holds 51% and manages the JV Operating One pod specification, integrator, and field team to a hub; Build cost per site does not rise with the count Operating One pod specification, integrator, and field team to a hub; Build cost per site does not rise with the count Financial GPUs are standardized, serial-numbered equipment with an active secondary market to support a 65%(1) advance against delivered cost. Financial GPUs are standardized, serial-numbered equipment with an active secondary market to support a 65%(1) advance against delivered cost. Note: Phase 0 is Dallas (4 MW), NC (6 MW) and the initial tower site. JV figures at 100%; Forum's economic share is 51%; Forum's $22m includes ~$0.8m of cushion above its 51% share. 1. 65% assumed per model but market rates can be meaningfully higher Equipment B300 pods queued at ~$100k per GPU for Dallas; GB300 rack cost and supply established for NC and the tower site Equipment B300 pods queued at ~$100k per GPU for Dallas; GB300 rack cost and supply established for NC and the tower site Power 2 MW energized at Dallas today (4 MW in Phase 0); NC energizes Q1 2027, 6 MW by Q2 2027 Power 2 MW energized at Dallas today (4 MW in Phase 0); NC energizes Q1 2027, 6 MW by Q2 2027 Sites Multiple Tier 1 TowerCo partners One tower agreement executed; two further sites in contract negotiation Sites Multiple Tier 1 TowerCo partners One tower agreement executed; two further sites in contract negotiation Offtake Phase 0 GPUs are ordered against paired offtake agreements; the contract register will be supplied Offtake Phase 0 GPUs are ordered against paired offtake agreements; the contract register will be supplied 3 Sites ~11 MW Phase 0 3 Sites ~11 MW Phase 0 50 Sites 63 MW Phase 1 50 Sites 63 MW Phase 1 100 Sites 120 MW Phase 2 100 Sites 120 MW Phase 2 4

 

 

Forum Markets Leadership McAndrew Rudisill, Chairman and CEO • 25 years experience private and public equity & credit markets • Founder Pelagic Capital Advisors • Former Chief Investment Officer, Capital Vacations • Former Chief Investment Officer, Bridger Aerospace John Saunders, CFO • Senior finance executive across aerospace, defense & digital assets • Former CFO, then SVP Finance, Bridger Aerospace • Former CFO, Ascent Vision Technologies; 2020 sale to CACI Robert Spake, General Counsel • Capital markets, fintech & regulatory compliance background • Former Head of Litigation, Republic; CCO, Republic Capital • Previously Polsinelli and Weil Gotshal; Delaware Chancery clerk John Kristoff, SVP Corp Comm & IR • 30+ years in fintech marketing, communications & IR • Former Chief Marketing & Communications Officer, Diebold Nixdorf • Former VP, Investor Relations, EXL Service • Vice Chairman, Investment Banking, Lazard • Former CEO, Onex Credit • Former Senior Managing Director, Blackstone • Co-founder,NovaWulf Digital Management Jason New • Founder, Signum Growth Capital • Cofounder Evercore Equities • Former Managing Director, UBS • Former Managing Director, Guggenheim Partners Angela Dalton Executive Leadership • Former Head of US Business at Arrowgrass Capital Partners • Former Deputy CIO Weiss Advisors • Former PM, D.E. Shaw • Former M&A Banker Credit Suisse Michael Edwards • Founder and Partner, Verulam LLC, Metals Trading House • Non-executive Chairman, Cadence Minerals • Former Partner,Ospraie Management Andrew Suckling • President and CEO, Big Sky Industrials Inc. • Former CFO, Emerald Oil • Former VP Investment Banking, Canaccord Genuity Ryan Smith Board of Directors 5

 

 

Extending Digital Infrastructure to Compute Financing Forum's Platform Approach Four On Platform RWA Classes Today Naturally Meets AI Token Production The compute footprint is moving; Forum has identified an under-served and under-capitalized opportunity Centralized hyperscale Distributed metro edge Greenfield megaprojects Underserved existing footprint Capital-intensive builds Capital-efficient deployment Forum Finances and Structures Every Link Energy is the binding constraint on new AI capacity Energy Unlock stranded capacity Sites Lease and structure Compute Finance the fleet AI Tokens Place the cash flow Forum finances the equipment and places the cash flow Origination, structuring & distribution under one roof And Powers Multiple Value Propositions Direct Project Ownership 51% of Forum Edge AI The cash flows and distributions of every project entity, consolidated into Forum Additional Forum Business Lines Aerospace Equipment Auto Loans GPUs Modular Home Loans Generate Yield Operating income while held Distribute Yield to shareholders Acquire Income-producing real assets Reinvest Compound into new pipelines Unlocking AI tokens at the edge in partnership with Edge Node Unlocking AI tokens at the edge in partnership with Edge Node Equipment Financing GPUs are serial-numbered, standardized collateral with an established secondary market. The platform that already places real-world asset cash flows can place these Credit Support and Structuring Project SPVs, advance rates, guarantees, and intercreditor terms - the same toolkit, pointed at a different collateral type AI Tokenization GPU hours / compute tokens are emerging as a distinct, tradable asset class 6

 

 

Forum Edge AI Platform Edge Node AI Technology | Sites | Operations Forum Markets Nasdaq: FRMM | Manager | Capital, structure and distribution Mallik Panda Founder, CEO, & CTO Founded iTeam Inc; Martech for Apple's iPhone launch, Hilton, BofA and NYSE Narendra Manney President, Growth & SPV 30+ years enterprise technology, international systems implementation, M&A, and multi-site infrastructure Karim Naguib COO 20+ years in technology, communications, and colocation data center operations Forum Edge AI Forum Markets 51% Edge Node AI 49% The joint venture | Powered, fiber-enabled edge inference nodes Phase 0 1 Tower Sites 2 Regional Hubs ~11 MW At the meter Phase 1 Phase 2 ~50 ~100 2 ~4 63 MW 120 MW Manager of the JV Governance, capital formation and financing Equipment financing Established lender and lessor relationships for GPU and infrastructure assets Structuring capability Across the capital stack from senior debt to equity Capital markets access Effective shelf registration; Active ATM facility Institutional distribution Fundamental equity, credit and hybrid investor relationships RWA tokenization capability Forum RWA tokenization platform provides future rails for marketing compute Live, phased capacity • Dallas: 2 MW energized today; 4 MW in Phase 0 • NC: energizes Q1 2027; 6 MW by Q2 2027 • New metros in later phases Tower site access MSAs for site access across a screened pipeline. Access is contractual but non-exclusive. Capital is deployed once a site- specific order is executed Modular structure Each project held in a separate SPV; LandCo and EquipCo with no cross-collateralization between projects Repeatability Standardized B300 pod and GB300 rack builds; offtake, vendor and financing relationships applied to each site Tech services and operations Site delivery, deployment and network engineering 20+ years of infrastructure Multisite owner - operator across enterprise and colocation Custom, compliant deployments Private model hosting and isolated compute for regulated workloads Alignment through 9.95% cross-ownership. Forum will own 9.95% of Edge Node AI. Edge Node will receive 1.46m shares in Forum upon achievement of certain performance hurdles. 7

 

 

Unlocking Powered Compute Adjacent to Demand Delivering distributed capacity in already energized footprints: quickly and without mega project risks Traditional Greenfield 4 7 years Acquire land Interconnect Permit Construct Energize Install compute Forum Edge Node JV 12 20 weeks per pod 18 WEEKS Install standardized pod Energize 0 1 yr 2 yr 3 yr 4 yr 5 yr 6 yr 7 yr Shown to scale - expanded below Note: Timeline durations are indicative of typical greenfield development sequences and of the JV's target deployment cycle; actual timelines will vary by site and are subject to third-party agreements, utility service and permitting outcomes. Burn-in/SLA Identify site Faster and Lower Risk Across Every Vector Forum Edge AI — Tower and metro sites Hyperscale Greenfield ~5 ms round trip to the end user 80 200 ms round trip, outside real-time inference budgets Latency Existing permitted power, already at the meter A 4-7 year queue for a new grid interconnect Power lead time Administrative approvals at an existing site, measured in weeks 2-5 years for new permits, with incremental political risk Permitting ~$40 50M, fast to deploy and financeable against the hardware $500M-$2B+, locked up for the length of the build Capital per site Goes into hardware that can be redeployed or sold Goes first into land and stays illiquid until built out Capital at risk Under-utilization is monetizable; surplus capacity sells at spot Must be contracted in advance to justify the spend Capacity Sites are independent; an outage at one does not reach the network A single point of failure - one outage takes the campus down Resilience An existing tower owner under an MSA A utility interconnection queue and a municipality or state Counterparty 8

 

 

Risk-Controlled Scale into a Large, Durable Edge Inference Market Inference is where the market is going; we can already deliver proximity with granular, controlled expansion Source(s): MarketsandMarkets, AI Inference Market — Global Forecast to 2030 (27 February 2025): $106.2bn in 2025 to $255.0bn in 2030, 19.2% CAGR. STL Partners (10 June 2026): $74bn in 2025 to $274bn in 2030, 30% CAGR. Intermediate years interpolated at publisher's stated CAGR. Latency budgets per IETF RFC 9669. Forward-looking third-party estimates; actual outcomes may differ materially. $ Bn $0 $100 $200 $300 106 2025 127 2026 151 2027 180 2028 214 2029 255 2030 74 274 AI inference market — 19.2% CAGR Edge computing TAM — 30.0% CAGR Centralized AI Factory Train Largest models and batch workloads at the lowest cost per FLOP 80 120 ms → Regional Hub Aggregate Orchestration, burst load and fibre backhaul into the metro 10 30 ms → Edge Site Serve Inference delivered at the tower, inside the metro it is consumed in 1 10 ms Not Forum's Capital Forum Edge AI Already Underway Phase 0 Dallas, NC and the first tower site ~11 MW Underwritten on power that is live, cost that is priced and demand paired with offtake. Phase 1 NC to 9 MW; the tower program up to fifty sites 63 MW Released only after the pilot cohort has produced measured power, cost and utilisation. Phase 2+ Two more regional hubs; towers to one hundred 120 MW Held as an option. Its value rises with every metro entered; none of it is pre-funded or pre-obligated. Wha t R u ns Her e Frontier pre-training Fine-tuning and distillation Synthetic data generation bulk tokens for the next model Regional retrieval vector search over local data Model staging and distribution cached for the spokes Fleet and video aggregation telemetry, map tiles, analytics Autonomous fleets perception offload, assistance Humanoid, industrial robots motion planning and control Drones and UAS detect-and-avoid AI Inference and Edge Compute Markets Where That Future Demand Lands Future proofed by position, not just by forecast Training concentrates; serving disperses. The market expects a migration on the order of ~70% of demand by 2030. We already own the hub and site destinations ~70% Of data center demand from inference by 2030 We Scale Into It One Cohort at a Time Wha t R u ns Her e Wha t R u ns Her e 9

 

 

The Metro Module - One Hub, Up to Fifty Tower Sites Tower sites carry 91% of the GPUs and 91% of the capital in a metro module One Hub, Up to Fifty Tower Sites - Discretely Financed The Entities Behind It Metro Hub 2,160 GPUs | 4.9 MW 50-75 Mile Service Radius: 1 2 ms Up to 50 tower sites 21,600 GPUs | 48.6 MW Forum Edge AI JV Forum Markets 51% | Edge Node 49% Regional Hub One per metro - separately funded and separately collateralized Hub LandCo Owns or leases the metro campus. Leases space and power to Hub EquipCo Hub EquipCo Owns the GPU fleet at the hub. Aggregation, orchestration and burst load Tower EquipCo Owns the GPU fleet at all tower sites - where the capital and the capacity sit. Pays each tower owner a monthly recurring charge under applicable MSA Tower owner sits outside the JV; Land, structure, and power under the MSA Hub Offtakers Enterprise and AI-native customers. Contracted GPU hours Tower Offtakers Latency bound workloads inside the metro Where the Value Sits Up to fifty tower sites carry 91% of the GPUs and 91% of the capital in a metro module. The hub is the anchor and the aggregation point Entities Are Split Real estate and equipment carry different lenders, advance rates and tenors. Separating them keeps each financeable on its own terms Offtake Sits at the EquipCos The contract has to be written by the entity that owns the compute. Each cohort separately bankable 10

 

 

Note: Represented figures are per underwriting assumptions & model inputs. 1. Each block = 1 MW of contracted capacity per underwriting assumptions & model inputs. 2. Additional earnings may be available through virtualization. Discrete Pods Scale by Tower Site, then by Metro Hub Per B300 Pod 32 Nodes, 256 GPUs, 0.55 MW of IT Load Per Tower 6 GB300 Racks, 432 GPUs, ~1.0 MW Per Regional Hub 5 MW Hub + Up to 50 Towers Contracted Rate >$4.00 ($/GPU-hour) Uptime High 90%s of GPU Hours Contracted Share(2) 100% of Phase 0 Hours Dallas, TX Energized Today High Point, NC Energized Q1 2027 Next Metros Phase 2+ Each spoke is one tower site O n e T o w e r S i t e , I n D e t a il Pod Tower + equipment shelter 6 GB300 racks, 432 GPUs 1 2 MW at the meter Liquid-cooled, six-rack build ~12 weeks from site order to live High Point, NC Dallas 37 →55 racks 5 pods Units 2,664 →3,960 1,280 GPUs 6 →9 MW 4 MW Capacity Q1 2027 2 MW today Energized The hub carries orchestration and burst load. The tower sites carry the capacity and the revenue Capacity Compounds by Phase (1) PHASE 0 PHASE 1 PHASE 2+ 11 MW contracted ~10.5 MW energized 63 MW contracted 63 MW energized 123 MW contracted 120 MW energized Data centers Dallas, North Carolina Tower sites Regional hubs Hub Hub Hub Modeled: 11

 

 

Contracted Customers and Segmentation Strategy Balances offtaker support for equipment finance with attractive spot given speed-of-delivery Representative Offtakers Multi-Tenant Virtualization Virtualizing GPUs; Multiple tenants share each chip and sold through their marketplace Stage MSA(1) Inference and Fine-tuning Platform Install optimization software on client GPUs to run inference, fine-tuning, and model training Stage Finalizing MSA Segments of the AI Stack Stage Contract Shape Edge Value Add Segment Documented Multiyear offtake Data residency, fixed cost Enterprise production AI In discussion Token parcels Discrete pricing, consumption Exchanges TBD Capacity reservation Burst and overflow capacity Model providers TBD GPU-as-a-service Latency-bound product AI-native software TBD Reserved capacity, metro Sub-5 ms latency in metro Autonomous and robotics Edge Demand Specifications Location Requirement Latency Budget Workload Metro-local inference Under 10 ms Autonomous vehicle perception On-site or tower-adjacent Under 5 ms Industrial robotics Metro-local inference Under 25 ms end to end Drone detect-and-avoid, 15 m/s+ Metro-local inference 20 ms motion-to-photon AR and spatial computing Note: statuses are as of 2 October 2026 and are subject to change. Offtaker prospects, status and expected contract value remain under negotiation. Contracts executed by Edge Node in its own name are technically distinct from the joint venture, are marked separately, and are not counted as joint venture offtake on this page. No pricing is shown by counterparty. 1. Edge Node AI has executed an initial offtake agreement outside the scope of the JV with further commitments to be fulfilled by the JV. $3.00-$4.00 $5.00-$7.00 $7.00-$8.00 B200 Hyperscalers < Phase 0 contracts Reference Rates 48-month reserved B200 Specialist Cloud B300 Neocloud $14.00-$16.00 Market $ per GPU-hour Workload Requirements Latency Data Control Capacity Timing Burst & Overflow Autonomous, robotics, AR and live vision can require metro-local response. Private / regulated workloads benefit from isolated, location-specific compute. Customers can contract ready capacity rather than wait for greenfield interconnection. Regional hubs absorb non-latency-bound load while tower sites serve the edge. Open-Model Inference Provider Open-model Inference Serving Serving open-model inference at production latency on reserved metro capacity Stage Negotiating MSA GPU Spot Marketplace Spot Marketplace Distribution Marketplace distribution of uncontracted GPU-hours, absorbing the spot leg Stage Negotiating LOI 12

 

 

Tower Power Stage Phase 1 MW Deployable(1) Available MW at 1-2 MW / site Sites Screened for Day 1 % Market Share # of Sites Owner MSA signed 217-434 MW 486-972 MW ~486 ~4% ~17,000 Finalizing MSA 67-134 MW 192-384 MW ~192 ~1% >2,500 To be disclosed 194-388 MW 429-858 MW ~429 ~4% >15,000 In evaluation [ ] [ ] [ ] [ ] [ ] — 478 956 MW 1,107 2,214 MW ~1,107 ~8% >34,500 Total Tier 1 Partners The Excess Power Unlock Source(s): CTIA annual wireless industry survey (approximately 417,000 U.S. cell sites); site counts and screening estimates provided by the tower owners in calls of 5, 14 and 17 August 2026. Available MW is the screened site count at 1.0 to 2.0 MW per site; per-site available headroom remains an Edge Node engineering assumption pending an independent site power study. The pod needs three-phase service, and screening for that alone reduces a very large national estate to a defined, addressable set. Contracted and energized MW are model output at the Phase 0 close. Phase 1 deployable has to meet the following: metro proximity; three-phase service; usable incremental utility capacity; sufficient transformer capacity; acceptable utility tariffs; fiber on site; physical space; cooling feasibility; local permitting; landlord approval; and acceptable uptime. 1. Assumes 1-2 MW of available power per site located within Dallas-Fort Worth-Arlington, TX, Greensboro-High Point, NC, Columbus, OH, Atlanta-Sandy Springs-Roswell, GA, and St. Louis, MO-IL. Pass-Through Power cost passed through at the tower rate ~717 MW Immediately available for Phase 1 ~1,661 MW Optioned across the screened portfolio Installed Power is Already there Each generation of radio equipment draws materially less power than the equipment it replaces, and at many sites the utility service sized for the earlier load is still in place Contracted vs. Planned After Phase 0, tower access sits under MSAs within a screened pipeline Capital is deployed after a sales order is executed Screened Tower Portfolios Available MW is screened sites at 1-2 MW each Contracted and energized MW are a model output at the Phase 0 close Phase 1 must clear 11 tests where three-phase service is a binding screen Why Neoclouds Do Not Do This • Access is contracted, not purchased • Forum Edge AI is a first mover to contracted access • Footprint below minimum scale • Operators built for 100MW hauls cannot cover overheads in 1-2MW bites Why TowerCos Do Not Do This • Different business model • Most TowerCos are REITs or built for long-dated leases against capital- light assets. Partnering with network builders is their business and deploying capital quickly keeps tower partners happy Optioned Optioned Contracted Contracted Energized Energized Screened portfolio Site under executed order Site drawing power at meter First Contracted Site: ~1.4 MW Measured available power at the executed site 13

 

 

GPU Supply Secured Installed cost per GPU, annual revenue per GPU, and residual value against the loan balance Equipment Cost Bridge: Percent of All-In Cost per GPU 67% 11% 8% 4% 4% 6% 100% GPU servers Storage and management Network and firewalls Support and services Rack, PDU and install Site and contingency All-in per GPU B300 pod shown (Dallas, GDT quote). GB300 NVL72 racks are more favorable at ~$88k per GPU all-in. What Goes In at Every Site GPU compute NVDA B300 nodes and GB300 NVL72 racks + Rack and cooling liquid-cooled six-rack build + What One GPU Costs and Earns Residual Value Against the Loan Balance 100% 50% 0% 1.9x 0 1 2 3 4 Years from Energization Both lines are a share of equipment cost per GPU (GB300 ~$88k; B300 ~$102k) Note: cost lines are the vendor quotation as issued (GDT QT-000038431, 1 September 2026, valid to 15 September 2026) plus two Cisco firewalls per 32-node pod at $250,000 each, divided by the GPU count; the quotation does not price the accelerator separately from the server, so no figure below the node has been allocated. Liquid cooling, freight, duty and sales and use tax are not on the quotation. Residual is straight line from cost to the modeled 20% residual over the 48-month contract and is not a market valuation. Loan at a 65% advance, six months interest-only, then level payments to month 48 at 10%. Photographs are illustrative. Supply Agreements All-in Cost $88-102k Per GPU of equipment, GB300 to B300 Gross Revenue per Year ~$38k Per GPU at modeled rates which are below contracted As a Share of cost 38-44% Annual revenue against installed cost Residual Cover of the Loan at Year 3 1.9x ~$35k against ~$18k Equipment Financed Against Delivered Cost Tower site installed, permitted power + Power upgrade transformer and distribution Site and Power Already Installed and Permitted Vendor B: GB300 Rack Supply Rack cost and supply established for North Carolina and the tower site: ~$6.4m per 72-GPU rack, ~$88k per GPU all-in Vendor A: Integrated Pod Supply Quotation received for three 32-node B300 pods covering servers, support, fabric, storage, rack, PDU and installation 768 GPUs quoted at ~$100k per GPU 14

 

 

Tower Footprints Motivate Discretely Built, National Network Strategic start in North Carolina and Texas with outsized expansion opportunity across continental united states 30 Largest US Metros 150m people, ~45% of the US 2 Hub Markets(1) Dallas 4 MW · NC 6 MW Up to 50 Sites Per Metro Up to 50 towers + one 5 MW hub 50-75 miles Service Radius 1 2 ms round trip on metro fiber Hub and Spokes • The hub handles orchestration, burst, and training- adjacent load on utility power; the spokes deliver inference at the tower on power already metered • Each metro is its own cohort - separately funded and collateralized Fifty Mile Radius • Latency: ~1 2 ms round trip on metro fiber keeps every premium workload in budget. • One field team per hub reaches spokes inside the radius which makes 30 metros operationally manageable • The 30 largest MSAs hold ~150m people; the three screened tower portfolios hold their deepest tower portfolios in the same metros • Premium demand - autonomous fleets, industrial robotics, and AR are primarily in metro areas Thirty Targeted Metros 1. Dallas is energized and drawing power today. North Carolina is in build and first energizes in Q1 2027. 15

 

 

Platform Cum. Exp. MW Energized Incremental Expected MW Phase Dallas 4 MW, NC 6 MW, 1 Tower ~11 11 Phase 0 NC to 9 MW, Towers to 50 63 51 Phase 1 2 Regional Hubs; Towers to 100 120 58 Phase 2 4 Data Centers, 100 Towers 120 - Total Immediate Capacity, Rapid Expansion Phase 0 establishes first tower deployment; site additions and new hubs drive capacity beyond 100MW Phasing Unlocks MW energized (cumulative) Phase 0 ~11 MW cumulative Phase 1 63 MW cumulative Phase 2 120 MW cumulative 5 11 19 +5 +6 +9 +6 0 10 20 30 Q1 27 Q2 27 Q3 27 Q4 27 Energized Phase 0 - Added in period Phase 1 - Option 2 MW Energized Today at Dallas(1) 1. The site is energized and metered. The first two pods energize in January 2027, which is when load and revenue begin. Yes Utility service available Yes Power behind a Forum-controlled-meter Yes Data hall complete Yes Cooling installed Yes Racks installed Q1 27 GPUs installed and drawing load 16

 

 

Unit Economics Discretely scalable project deployments equity underwriting perspective Percent of Net Revenue(1) Net Revenue Tower Hosting Power Network Transit O&M Hardware Maintenance Day-2 and Software Tax and Insurance Overhead Allocation Project Contribution Margin Interest Principal and Deposit Credits Average over the 48- month term; facility fully repaid by month 48 Free Cash Flow to Equity(2) Tower Site Regional Hub (NC) GB300 NVL72 unit economics: illustrative and intentionally conservative vs Phase 0 contracts. B300 pods (Dallas) carry ~15% higher equipment cost per GPU (~$102k vs ~$88k). Model Inputs HUB TOWER REVENUE DRIVERS >$4.00 >$4.00 Contracted rate ($ / GPU-hour) 100% 100% Contracted share of hours 98.5% 98.5% Uptime: hours available to bill(4) 1.0% 1.0% SLA credit allowance 1. Percentages are struck against net revenue over the 48-month contract term from energization; equipment residual value is excluded. Hub is North Carolina (Phase 0). 2. FCF to equity after interest, principal and customer deposits credited against billings. DSCR: contribution less deposits credited, over debt service, averaged over the term. 3. Equity invested: capital at energization less the equipment facility and customer deposits received at order. 4. Additional earnings may be available through virtualization. 100% 100% (1%) — (6%) (4%) (<1%) (<1%) (1%) (2%) (1%) (1%) (6%) (6%) (1%) (2%) (4%) (4%) 80% 81% (9%) (9%) (58%) (58%) 13% 14% HUB TOWER CONFIGURATION AND RETURNS 37 6 GB300 racks 2,664 432 GPUs ~6.0 MW ~1.0 MW Load at the meter $254M $40M Total capital at energization 93% 96% Facility and deposits, share of capital 81% 80% Project contribution margin 1.31x 1.29x DSCR(2), contract average $17.4M $1.6M Equity invested(3) Debt / Equity Mix: Phase 0 % OF TOTAL $M PHASE 0 CAPITAL STACK 59% $262 Equipment facility (65% of $403M equipment) 31% $138 Customer deposits 10% $42 JV equity (Forum 51% / Edge Node 49%) 100% $442 Total capital Returns 17

 

 

Market Competitive Context Public Tower Partnership Edge / Inference Focus Scale Market Cap / Valuation(1) Model Company >10 MW in 1H27 Access to ~1,000 sites (1 2 MW per site) Tower-anchored Edge GPUs × × 10 100 MW+ $63.7 billion Neocloud × × 100 MW+ $48.9 billion Hyperscale GPU Cloud × × 20 MW+ $1.3 billion Neocloud × × Partial Variable ~$30.0 billion Hyperscale GPU Cloud × × × 10 50 MW ~$5.9 billion Neocloud × × × 10 50 MW ~$3.5 billion Multi-cloud GPU × Carrier sites 1 2 MW Undisclosed Carrier-neutral edge Source(s): Public Filings, Company Websites, and Bloomberg. 1. Valuation reflects market cap as of 10/1/2026 for public companies and latest valuation market for private companies. Strategic positioning to become the market leader in Edge and Inference compute provisioning Forum Edge AI Phase 0 18

 

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