Forum Markets cuts 2026 revenue outlook to $8M–$9M
Sentiment and the balance of points
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Rhea-AI Filing Summary
Forum Markets, Incorporated reported third-quarter 2026 revenue of $2.0 million, down from $4.1 million a year earlier, with all revenue from commercial aircraft engine leases. Net income was $7.9 million, versus a $216.7 million loss, and Adjusted EBITDA was $12.8 million, versus a $0.1 million loss. Both current-quarter measures included a $13.9 million non-cash gain from the change in fair value of digital assets.
For the nine months ended September 30, 2026, revenue was $6.2 million versus $4.1 million; net loss was $81.2 million versus $220.8 million, while Adjusted EBITDA was a $70.6 million loss versus a $2.8 million loss. The company lowered 2026 revenue guidance to $8 million–$9 million from $18 million–$22 million, citing its decision to slow deployment of initial AI compute capacity as compute, equipment and financing costs rose. It no longer expects AI compute revenue in 2026; fourth-quarter revenue is expected primarily from aircraft engines. 2027 guidance remains $125 million–$175 million.
Forum formed the Forum Edge AI joint venture with Edge Node in October to deploy GPU compute at powered data centers and communications tower sites. It repurchased approximately 7.4 million shares for approximately $33.2 million since January 1, 2026; approximately $19.8 million remained under its authorization.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointThird-quarter net income was $7.9 million, including a $13.9 million non-cash gain.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.2026 revenue guidance cut to $8 million–$9 million from $18 million–$22 million.
- Major pointNine-month Adjusted EBITDA loss widened to $70.6 million from $2.8 million.
- Moderate pointThird-quarter revenue: $2.0 million, down from $4.1 million year over year.
Filing Explained
Forum ties its next guidance update to fully contracting its Dallas and North Carolina capacity and finalizing the customer-deposit and financing mix; those are the stated conditions for revising the outlook.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
fair value financial
offtake duration financial
staking receivables financial
net asset value financial
Earnings Snapshot
Full-year 2026 revenue of $8 million to $9 million, revised from $18 million to $22 million; full-year 2027 revenue guidance maintained at $125 million to $175 million.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2026, Forum Markets, Incorporated (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. On November 12, 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, dated November 12, 2026 | |
| 99.2 | Earnings Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORUM MARKETS, INCORPORATED | ||
Date: November 12, 2026 |
By: | /s/ McAndrew Rudisill |
| Name: | McAndrew Rudisill | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Forum Markets Reports Third Quarter 2026 Financial Results
Updates 2026 Guidance and Maintains 2027 Revenue Outlook
PALM BEACH, Fla., Nov. 12, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum” or the “Company”), an innovator in sourcing and operating cash-generating assets in AI infrastructure, commercial aerospace, and AI-powered consumer finance, today reported financial results for the third quarter ended Sept. 30, 2026.
For the third quarter of 2026, the Company reported revenue of $2.0 million, compared with $4.1 million in the third quarter of 2025. All third quarter revenue was generated by the Company’s commercial aircraft engine leases. Net income was $7.9 million, or $0.52 per basic share and $0.47 per diluted share, compared with a net loss of $216.7 million, or $174.54 per diluted share, in the prior-year period. Adjusted EBITDA was $12.8 million, compared with an Adjusted EBITDA loss of $0.1 million in the third quarter of 2025. Net income and Adjusted EBITDA for the current quarter included a non-cash gain of $13.9 million from the change in fair value of the Company’s digital assets.
“Over the past three months, we established our AI infrastructure platform through our Forum Edge AI joint venture and made it the primary focus of our capital and our growth,” said McAndrew Rudisill, chairman and chief executive officer of Forum Markets. “We have established the foundation for what we believe can become a substantial AI infrastructure business.”
Third Quarter and Recent Business Highlights
In October, Forum formed its Forum Edge AI joint venture with Edge Node to deploy high-performance GPU compute capacity across existing powered data centers and communications tower sites, an approach designed to bring capacity online faster and with less upfront capital than building new data centers.
Forum is in active discussions with multiple potential partners for its compute capacity.
During the third quarter of 2026, Forum deployed approximately $23.7 million to acquire two additional commercial aircraft engines, bringing its portfolio to five engines on long-term lease to two of the largest U.S. airlines.
“The midterm elections significantly disrupted an already tightening AI compute market, accelerating rising costs for equipment, compute and financing,” Rudisill said. “These conditions increase the value of data center capacity that is already permitted, powered and built, which is exactly what Forum has. Demand for our capacity is exceptionally strong, and we are in active discussions with multiple potential partners who want to secure it. The question is not whether we can contract our capacity. Our focus is to ensure we are contracting it on terms that make the most sense for Forum and its shareholders and to ensure we are building this business with a steady hand so that it is durable, scalable and profitable over the long term.”
Third Quarter 2026 Financial Results
Selling, general and administrative expenses were $8.7 million in the third quarter of 2026, compared with $224.6 million in the third quarter of 2025, primarily reflecting a reduction in non-cash stock-based compensation expense to $2.7 million from $208.2 million in the same prior-year period.
For the nine months ended Sept. 30, 2026, revenue was $6.2 million, compared with $4.1 million in the same prior-year period. Net loss from continuing operations was $82.1 million, compared with a loss of $212.0 million in the prior-year period, and net loss was $81.2 million, compared with a loss of $220.8 million in the prior-year period. Adjusted EBITDA for the current nine-month period was a loss of $70.6 million, compared with a loss of $2.8 million in the prior-year period.
2
Balance Sheet
As of Sept. 30, 2026, total assets were $166.8 million, compared with $306.3 million as of Dec. 31, 2025. Cash, cash equivalents and marketable securities totaled $15.4 million, compared with $12.4 million at year-end 2025. Digital assets totaled $35.5 million, compared with $61.6 million at year-end 2025, and the Company’s strategic equity investments were unchanged at $45.7 million. The Company’s staking receivables balance, which totaled $181.0 million at Dec. 31, 2025, was fully eliminated during the current period. Property and equipment, net, was $41.8 million as of Sept. 30, 2026, consisting primarily of the Company’s commercial aircraft engines, and loans receivable and accrued interest totaled $20.9 million. The Company held neither asset at year-end 2025. Total stockholders’ equity was $136.4 million as of Sept. 30, 2026, compared with $239.4 million at Dec. 31, 2025.
Guidance
The Company now expects full-year 2026 revenue of $8 million to $9 million, compared with its previous guidance of $18 million to $22 million. The revised guidance reflects the Company’s decision to slow the pace of deployment of its initial AI compute capacity in response to rapidly rising compute pricing, equipment costs and financing costs, which accelerated following the midterm elections. The Company’s previous guidance assumed that initial AI compute capacity would be deployed and generating revenue in the fourth quarter of 2026. The Company no longer expects to recognize AI compute revenue in 2026, and fourth quarter revenue is expected to be generated primarily by its commercial aircraft engine portfolio.
The Company is maintaining its full-year 2027 revenue guidance of $125 million to $175 million. The Company is in discussions with multiple potential partners on how best to structure agreements in the current market environment. These structures could involve increases in GPU pricing, higher upfront customer deposits, changes in offtake duration and revisions to or terminations of existing contracts, each with varying trade-offs among revenue, EBITDA margins and cash flow. GPU pricing has risen, and the market is trending toward higher upfront deposits as a percentage of contract value for a variety of reasons, including the cost of GPU equipment and the cost of debt capital. The Company will update its guidance once its Dallas and North Carolina capacity is fully contracted and the mix of customer deposits and financing is finalized.
3
Share Repurchase Program
During the third quarter of 2026, the Company repurchased approximately 330,000 shares of its common stock for approximately $1.9 million. Since Jan. 1, 2026, the Company has repurchased approximately 7.4 million shares for approximately $33.2 million, and all repurchased shares have been retired. The Company has approximately $19.8 million remaining under its repurchase authorization.
Conference Call
McAndrew Rudisill, chairman and chief executive officer, and John Saunders, chief financial officer, will host a live webcast today, Nov. 12, 2026, at 10:30 a.m. ET to discuss third quarter results and operational updates. The webcast will include discussion of Forum developments, forward-looking statements and other material information about business and financial matters. 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 section of the Company’s website.
Non-GAAP Financial Measures
This press release includes Adjusted EBITDA, a non-GAAP financial measure, which the Company defines as net income (loss) from continuing operations before income taxes, interest expense, depreciation and amortization, and stock-based compensation expense, as well as certain other items identified in the reconciliation. Management believes Adjusted EBITDA provides useful supplemental information to investors about the Company’s operating performance. Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other measure of financial performance calculated in accordance with GAAP. A reconciliation of Adjusted EBITDA to net income (loss) from continuing operations, the most directly comparable GAAP measure, is included in the financial tables accompanying this release.
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 aerospace, AI, and AI-powered consumer finance. 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.
4
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; the Company’s ability to contract its compute capacity on expected terms or at all; 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 the Company is unable to contract out its compute capacity; 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 relating to the Company’s recently completed offering, including dilution to existing stockholders and the risk that the net proceeds are insufficient to fund the initial projects as contemplated or are applied to uses other than those described herein; 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, 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. 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 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.
Media and Investor Contact:
John Kristoff
SVP, Corporate Communications and IR
IR@forum-markets.com
5
FORUM MARKETS, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 1,998 | $ | 4,110 | $ | 6,222 | $ | 4,110 | ||||||||
| Total cost of revenues | 404 | - | 1,877 | - | ||||||||||||
| Gross income | 1,594 | 4,110 | 4,345 | 4,110 | ||||||||||||
| Selling, general and administrative expense | 8,700 | 224,634 | 26,026 | 227,954 | ||||||||||||
| Operating income (loss) | (7,106 | ) | (220,524 | ) | (21,681 | ) | (223,844 | ) | ||||||||
| Interest expense | (236 | ) | (320 | ) | (1,474 | ) | (320 | ) | ||||||||
| Other income | 15,201 | 12,143 | (58,941 | ) | 12,156 | |||||||||||
| Income (loss) before income taxes | 7,859 | (208,701 | ) | (82,096 | ) | (212,008 | ) | |||||||||
| Income tax benefit | - | - | - | - | ||||||||||||
| Net Income (loss) from Continuing Operations | 7,859 | (208,701 | ) | (82,096 | ) | (212,008 | ) | |||||||||
| Net Income (loss) from Discontinued Operations | (6 | ) | (8,041 | ) | 867 | (8,830 | ) | |||||||||
| Net Income (loss) | 7,853 | (216,742 | ) | (81,229 | ) | (220,838 | ) | |||||||||
| Other Comprehensive Income (loss) | 28 | 567 | (158 | ) | 359 | |||||||||||
| Total Comprehensive Loss | 7,881 | (216,175 | ) | (81,387 | ) | (220,479 | ) | |||||||||
| Basic Net Income (Loss) per Common Share - Continuing operation | $ | 0.52 | $ | (168.07 | ) | $ | (4.61 | ) | $ | (472.00 | ) | |||||
| Basic Net Income (Loss) per Common Share - Discontinued operation | $ | (0.00 | ) | $ | (6.48 | ) | $ | 0.05 | $ | (19.66 | ) | |||||
| Diluted Net Income (Loss) per Common Share - Continuing operation | $ | 0.47 | $ | (168.07 | ) | $ | (4.61 | ) | $ | (472.00 | ) | |||||
| Diluted Net Income (Loss) per Common Share - Discontinued operation | $ | (0.00 | ) | $ | (6.48 | ) | $ | 0.05 | $ | (19.66 | ) | |||||
| Weighted average Common Stock outstanding – basic | 15,164 | 1,242 | 17,821 | 449 | ||||||||||||
| Weighted average Common Stock outstanding – diluted | 16,894 | 1,242 | 17,821 | 449 | ||||||||||||
6
FORUM MARKETS, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
| As of September 30, 2026 | As of December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,221 | $ | 8,018 | ||||
| Restricted cash | - | 1,016 | ||||||
| Accounts receivable | 1,406 | - | ||||||
| Loans receivable, current | 6,877 | - | ||||||
| Prepaid expenses and other current assets | 4,498 | 4,514 | ||||||
| Current assets of discontinued operations | - | 22 | ||||||
| Total current assets | 16,002 | 13,570 | ||||||
| Marketable Securities | 12,141 | 4,411 | ||||||
| Investments | 45,718 | 45,718 | ||||||
| Digital Assets | 35,524 | 61,587 | ||||||
| Loans Receivable, net of current portion | 13,982 | - | ||||||
| Staking Receivables | - | 181,011 | ||||||
| Property and equipment, net | 41,842 | - | ||||||
| Right of use assets - operating | 1,553 | - | ||||||
| Other noncurrent assets | - | - | ||||||
| Total assets | $ | 166,762 | $ | 306,297 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,230 | $ | 1,556 | ||||
| Accrued expenses and other current liabilities | 3,210 | 6,377 | ||||||
| Right of use liabilities - operating | - | - | ||||||
| Loans payable, current portion | - | 251 | ||||||
| Collateralized loans, current portion | 25,950 | 31,513 | ||||||
| Current liabilities of discontinued operations | - | 1,232 | ||||||
| Total current liabilities | 30,390 | 40,929 | ||||||
| Long-term accrued expenses and other noncurrent liabilities | - | - | ||||||
| Collateralized loans, noncurrent portion | - | 25,950 | ||||||
| Total liabilities | $ | 30,390 | $ | 66,879 | ||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common Stock | 1 | 2 | ||||||
| Treasury Stock | - | - | ||||||
| Additional paid-in capital | 812,795 | 834,453 | ||||||
| Accumulated other comprehensive income | (3,151 | ) | (2,993 | ) | ||||
| Accumulated deficit | (673,273 | ) | (592,044 | ) | ||||
| Total stockholders’ Equity | 136,372 | 239,418 | ||||||
| Total liabilities and stockholders’ Equity | $ | 166,762 | 306,297 | |||||
7
FORUM MARKETS, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (82,096 | ) | $ | (212,008 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Stock based compensation expense | 6,625 | 208,923 | ||||||
| Depreciation and amortization | 3,429 | - | ||||||
| Amortization of loan premiums | 17 | - | ||||||
| Change in fair value of long term receivable | 48,637 | - | ||||||
| Change in fair value of digital assets | (1,103 | ) | (7,550 | ) | ||||
| Change in fair value of available for sale securities | (200 | ) | 75 | |||||
| Change in fair value of derivative liabilities | 9,571 | - | ||||||
| Non-cash staking and incentive revenue | 473 | (4,110 | ) | |||||
| Loss on make whole provision | 1,355 | - | ||||||
| Change in fair value of convertible debt | - | (3,724 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (1,406 | ) | - | |||||
| Right of use assets | 253 | - | ||||||
| Right of use liabilities | (903 | ) | - | |||||
| Prepaid expense and other current assets | (11,948 | ) | (1,764 | ) | ||||
| Accounts payable | (1,230 | ) | 751 | |||||
| Accrued expenses | (5,476 | ) | 1,120 | |||||
| Net cash used in operating activities from continuing operations | (34,002 | ) | (18,287 | ) | ||||
| Net cash used in operating activities from discontinued operations | (500 | ) | (132 | ) | ||||
| Net cash used in operating activities | (34,502 | ) | (18,419 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchases of marketable securities | (7,530 | ) | (8,891 | ) | ||||
| Purchases of digital assets | (757 | ) | (243,480 | ) | ||||
| Purchase of loans receivable | (21,822 | ) | - | |||||
| Purchase of property and equipment | (43,067 | ) | - | |||||
| Repayment of loans receivable | 1,135 | - | ||||||
| Sale of digital assets | 128,096 | - | ||||||
| Net cash provided by (used in) investing activities from continuing operations | 56,055 | (252,371 | ) | |||||
| Net cash used in investing activities from discontinued operations | - | - | ||||||
| Net cash provided by (used in) investing activities | 56,055 | (252,371 | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from exercise of options | - | 74 | ||||||
| Proceeds from exercise of warrants | - | 5,606 | ||||||
| Proceeds from shares issued for cash, net | 6,125 | 286,844 | ||||||
| Proceeds from convertible debt, net | - | 500,001 | ||||||
| Proceeds from collateralized loan | - | 50,000 | ||||||
| Repurchase of common stock | (33,240 | ) | - | |||||
| Treasury stock purchases | - | (16,121 | ) | |||||
| Repayment of loans payable | (251 | ) | (1,129 | ) | ||||
| Net cash provided by (used in) financing activities from continuing operations | (27,366 | ) | 825,275 | |||||
| Net cash provided by (used in) financing activities from discontinued operations | - | (151 | ) | |||||
| Net cash provided by (used in) financing activities | (27,366 | ) | 825,124 | |||||
| Loan repayments denominated in cryptocurrency | $ | 98,552 | $ | - | ||||
| ETH holdings contributed in exchange for common stock | $ | - | $ | 171,288 | ||||
| Staking receivable | $ | - | $ | 25,693 | ||||
| Common stock cancelled for withholding taxes | $ | 1,169 | $ | - | ||||
| Capitalization of ROU assets and liabilities - operating | $ | 1,806 | $ | - | ||||
8
| (in thousands) | For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income (loss) from continuing operations | $ | 7,859 | $ | (208,701 | ) | $ | (82,096 | ) | $ | (212,008 | ) | |||||
| Income tax benefit | - | - | - | - | ||||||||||||
| Depreciation and amortization | 2,020 | - | 3,429 | - | ||||||||||||
| Interest expense | 236 | 320 | 1,474 | 320 | ||||||||||||
| EBITDA | 10,115 | (208,381 | ) | (77,193 | ) | (211,688 | ) | |||||||||
| Stock-based compensation(1) | 2,708 | 208,242 | 6,625 | 208,923 | ||||||||||||
| Business development & integration expenses(2) | - | - | - | - | ||||||||||||
| Offering costs(3) | - | - | - | - | ||||||||||||
| Loss on disposal and non-cash impairment charges(4) | - | - | - | - | ||||||||||||
| Adjusted EBITDA | $ | 12,823 | $ | (139 | ) | $ | (70,568 | ) | $ | (2,765 | ) | |||||
| (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 |
9
Exhibit 99.2
November 12, 2026 Third Quarter 2026 Earnings Presentation Forum Markets, Incorporated | Nasdaq: FRMM
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 November 12, 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 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 or 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 are 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. Actual results are subject to a multitude of risks, uncertainties, and changes including, but not limited to market conditions, unforeseen circumstances, competition, an unforeseen change in regulation in the USA or elsewhere, data site energization, GPU delivery, financing, customer contracts and concentration, data center regulation, data center market, Forum Edge AI, and other factors. 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 THIRD QUARTER 2026 HIGHLIGHTS Building the foundation for a scalable AI infrastructure platform with a steady hand Forum Edge AI established Formed in October to deploy high-performance GPU compute across existing powered data centers and communications tower sites Permitted, powered and built Existing powered sites in Dallas and High Point, NC, provide the foundation for phased deployment without new construction Exceptionally strong demand Active discussions with multiple potential partners seeking to secure Forum's compute capacity Disciplined deployment Slowing the pace of deployment of initial AI compute capacity amid rapidly rising compute pricing, equipment costs and financing costs
4 PERMITTED, POWERED AND BUILT Ready-to-use capacity becomes more valuable as new construction gets harder EXISTING DATA CENTER Dallas, TX 4 MW Planned compute capacity; upgraded power infrastructure in place today POWERED CAMPUS High Point, NC 9 MW Existing utility power capacity; we plan to deploy 6 MW of compute capacity initially COMMUNICATIONS TOWERS Tower Sites 1–2 MW Initial modular deployment at powered sites that already exist We do not need to break ground on new data centers to grow, and we are not exposed to the permitting and construction risks now weighing on the sector. Planned capacity reflects the Company's current expectations and is subject to change.
5 THIRD QUARTER 2026 BY THE NUMBERS $2.0M Revenue All from commercial aircraft engine leases $7.9M Net income from continuing operations $0.52 basic / $0.47 diluted per share $12.8M Adjusted EBITDA¹ Including a $13.9M non- cash gain on digital assets $136.4M Net asset value² ~$9.74 per share 1. Adjusted EBITDA is a non-GAAP financial measure. See appendix for reconciliation. 2. Net asset value per share based on approximately 14.0 million shares outstanding.
6 THIRD QUARTER FINANCIAL SUMMARY ($ in millions, except per share data) Q3 2026 Q2 2026 Q3 2025 Revenue $2.0 $1.4 $4.1 Selling, general and administrative $8.7 $10.3 $224.6 Net income (loss) from continuing operations $7.9 ($12.4) ($208.7) Basic EPS, continuing operations $0.52 ($0.73) ($168.07) Diluted EPS, continuing operations $0.47 ($0.73) ($168.07) Adjusted EBITDA¹ $12.8 ($7.4) ($0.1) All third quarter revenue came from commercial aircraft engine leases Q3 expenses included ~$2.7M of non-cash stock-based compensation; Q2 included ~$1.8M of one-time cash charges Q3 results included a ~$13.9M non-cash gain from the change in fair value of digital assets 1. Adjusted EBITDA is a non-GAAP financial measure. See appendix for a reconciliation to net income (loss) from continuing operations.
7 BALANCE SHEET AND NET ASSET VALUE As of September 30, 2026 Strategic equity investments $45.7M Property and equipment (primarily aircraft engines) $41.8M Digital assets $35.5M Cash, cash equivalents and marketable securities $15.4M Loans receivable and accrued interest $20.9M Total assets $166.8M Total liabilities $30.4M Net asset value $136.4M Net asset value per share $9.74 Asset categories shown are approximate and do not sum to total assets, which also include receivables, prepaid expenses and other assets. Net asset value per share based on approximately 14.0 million shares outstanding.
8 CAPITAL ALLOCATION Directing capital to where it earns the best risk-adjusted return $23.7M Aircraft engine acquisitions Two additional engines acquired, bringing the portfolio to five on long- term lease to two of the largest U.S. airlines ~330K Shares repurchased in Q3 For approximately $1.9 million, at an average price of approximately $5.82 per share ~7.4M Shares repurchased since January 1, 2026 For approximately $33.2 million; all repurchased shares retired. $19.8 million of repurchase authorization remaining. Today, our priority is building our AI infrastructure platform while continuing to manage our existing portfolio of income- producing assets.
9 COMPLEMENTARY CASH-GENERATING BUSINESSES Contracted and secured income alongside the AI infrastructure build COMMERCIAL AVIATION 5 Aircraft engines on long-term lease Leased to two of the largest U.S. airlines; generated all third quarter revenue MANUFACTURED HOUSING $14.6M Manufactured housing loans Secured, cash-generating assets originated through strategic partnerships AUTO FINANCING $6.1M Auto loans and warehouse financing Short-duration, asset-backed financing through an established origination network Loan balances as of September 30, 2026.
10 OUTLOOK FULL-YEAR 2026 REVENUE $8M–$9M Previous guidance: $18M–$22M Reflects decision to slow the pace of deployment of initial AI compute capacity No AI compute revenue expected in 2026; fourth quarter revenue primarily from aircraft engine portfolio FULL-YEAR 2027 REVENUE $125M–$175M Guidance maintained In discussions with multiple potential partners on how best to structure agreements GPU pricing, upfront deposits, offtake duration and revisions to or terminations of existing contracts carry varying trade-offs among revenue, EBITDA margins and cash flow Guidance to be updated once Dallas and North Carolina capacity is fully contracted and the mix of customer deposits and financing is finalized
11 NON-GAAP RECONCILIATION Adjusted EBITDA ($ in thousands, unaudited) Q3 2026 Q3 2025 9M 2026 9M 2025 Net income (loss) from continuing operations $7,859 ($208,701) ($82,096) ($212,008) Income tax benefit — — — — Depreciation and amortization 2,020 — 3,429 — Interest expense 236 320 1,474 320 EBITDA $10,115 ($208,381) ($77,193) ($211,688) Stock-based compensation 2,708 208,242 6,625 208,923 Adjusted EBITDA $12,823 ($139) ($70,568) ($2,765) Adjusted EBITDA represents net income (loss) from continuing operations before income taxes, interest expense, depreciation and amortization, and stock-based compensation, as well as certain other items. It is not a measure of performance under GAAP and should not be considered an alternative to net income (loss).
Thank You Forum Markets, Incorporated | Nasdaq: FRMM | IR@forum-markets.com