Forum Markets, Incorporated (FRMM) 8-K Filings

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.

Forum Markets, Inc. (FRMM) reported a governance change involving its Board of Directors. Crystal Heter resigned as a member of the Board and from the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, effective August 19, 2026. The company states that her resignation was not due to any disagreement regarding operations, policies, practices, strategy, management, or the Board. Ms. Heter was appointed President and Chief Executive Officer of Tallgrass Energy, LP on March 27, 2026 and left the Board to focus on that role.

Forum Markets, Incorporated (FRMM) reported the results of its 2026 Annual Meeting of Stockholders held on August 19, 2026. Stockholders representing 9,228,510 shares, or 68.50% of common stock entitled to vote as of June 24, 2026, were present in person or by proxy, constituting a quorum.

Three Class II directors — McAndrew Rudisill, Ryan Smith and Jason New — were elected to two-year terms; Jason New received 6,200,982 votes for election. Stockholders approved the advisory (non-binding) resolution on named executive officer compensation and ratified the appointment of M&K CPAS, PLLC as independent auditors for the fiscal year ending December 31, 2026.

Forum Markets, Incorporated, through its wholly owned subsidiary Eurus Aerospace Token I LLC, acquired one CFM56-7B aircraft engine from Aero Engine Solutions, Inc. for a purchase price of $11.65 million in cash under an Engine Sale and Purchase Agreement dated July 27, 2026.

On July 29, 2026, the engine was placed on lease to a major airline under an Aircraft Engine Lease Agreement, with Aero Engine Solutions, Inc. serving as manager under a Servicing Agreement Supplement. That supplement gives the Company a right, but not an obligation, to require the servicer to purchase the engine after the lease, and a corresponding right of the servicer to require the Company to sell the engine, in each case subject to agreed condition requirements.

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

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

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

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

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

Forum Markets, Incorporated updated its share repurchase program. The Board extended the program by one year, from June 30, 2026 to June 30, 2027, and reduced the aggregate repurchase authorization from $250 million to $100 million.

The program now also expressly allows repurchases through derivative transactions, alongside other available methods. The Board will decide the timing, number, and value of any repurchases, and may extend, suspend, or terminate the program at any time. The company had 13,210,145 common shares outstanding as of June 29, 2026.

Forum Markets, Incorporated reported its first meaningful quarter of operations, generating Q1 2026 revenue of $2.9 million from real-world asset and financing activities. Despite this, the company posted a net loss from continuing operations of $77.5 million, driven largely by fair value changes in receivables, digital assets and derivative liabilities, leading to Adjusted EBITDA of $(76.0) million.

As of March 31, 2026, Forum held cash and cash equivalents of $65.9 million and total assets of $207.6 million, with stockholders’ equity of $168.3 million. Management highlighted a significant share repurchase program, using about $25 million to retire 5.8 million shares, and now expects a moderately slower near-term AUM growth trajectory while reaffirming its 2027 revenue outlook.

The company positions itself as a digital asset platform focused on tokenizing institutional-grade, yield-generating real-world assets, including new AI infrastructure bridge-financing backed by NVIDIA GPUs. It continues to invest heavily in platform build-out, multi-channel distribution and institutional partnerships to support its long-term tokenization and yield strategy.

Forum Markets, Incorporated provided an update on its share repurchase program, which was reinitiated effective April 15, 2026. Since then, the company has repurchased and cancelled approximately 5,647,351 shares of common stock at an average price of about $4.26 per share, for a total cost of roughly $24.1 million funded with existing cash.

All repurchased shares have been retired and are no longer outstanding, leaving about 14,649,582 shares of common stock issued and outstanding as of April 28, 2026. The company states that additional repurchases may continue through open market purchases, privately negotiated transactions, or other methods, subject to law, market conditions, and its financial position.

Forum Markets, Incorporated filed a Form 8-K to report a change in its capital structure. On April 23, 2026, the company filed a Certificate of Elimination in Delaware, removing the previously authorized Series B Convertible Preferred Stock from its charter.

As of the filing date, no shares of this Series B preferred were issued or outstanding, and the company states that no shares will be issued under that prior designation. The Certificate of Elimination became effective at 12:01 a.m. on April 24, 2026, and the full text is included as an exhibit.

Forum Markets, Incorporated entered into a Second Amended and Restated Sales Agreement with Clear Street LLC and TCBI Securities, Inc. d/b/a Texas Capital Securities. This agreement ends sales of common stock under the prior WKSI registration statement and prospectus supplement and returns the at-the-market program to the earlier Form S-3 registration statement and initial prospectus supplement. The company states there were no other material changes to the prior amended sales agreement.

Forum Markets, Incorporated approved new equity awards for its CEO, McAndrew Rudisill, and CFO, John Saunders, to tie their compensation more closely to long-term share performance. Each package mixes performance stock units and restricted stock units granted under the 2025 Omnibus Incentive Plan.

Mr. Rudisill received a one-time initial equity award valued at $4,285,500 and a pro-rated 2025 annual award valued at $898,194, while Mr. Saunders received an equity award valued at $750,000. Sixty percent of each award is in performance stock units that vest only if share price hurdles of $5.00, $7.50, and $10.00 are met within five years, and after minimum time-based vesting periods.

The remaining restricted stock units vest in three equal installments on the first, second, and third anniversaries of August 1, 2025, contingent on continued employment. The awards include protections on termination without cause and accelerated vesting mechanics in connection with a qualifying change in control, further reinforcing retention objectives for the senior leadership team.

Forum Markets, Incorporated reported its first meaningful revenue as a digital asset and real‑world asset tokenization platform, generating GAAP revenue of $2.4 million in Q4 2025 and $6.5 million for full year 2025. Despite this ramp, heavy operating and non‑cash items drove a full‑year net loss from continuing operations of $443.5 million, or $(54.32) per basic share, and an Adjusted EBITDA loss of $218.5 million. The balance sheet expanded sharply, with total assets of $306.3 million at year‑end, including $61.6 million of digital assets and $181.0 million of staking receivables, against total liabilities of $66.9 million. Management highlighted 2025 as a foundation‑building year and issued 2026 revenue guidance of $18–$26 million and a 2027 AUM target of $300–$400 million, aiming to move toward positive cash flow in 2027 as yield, tokenization fees, and asset management economics develop.

Forum Markets, Incorporated entered into a new five-year Master Loan Purchase Agreement and Master Loan Servicing Agreement with Zippy Loans through its subsidiary ETHZilla Modular Mortgage LLC. The program allows ongoing purchases of manufactured home chattel loan receivables originated by Zippy Loans up to an aggregate commitment of $150,000,000.

The parties also executed an initial Purchase Commitment from March 23, 2026 through June 30, 2026 with a commitment amount of up to $15,000,000. On the same date, Forum Markets acquired 31 manufactured home chattel loans for a total purchase price of $1,436,710.67, funded with cash on hand.

Zippy Loans will service the loans under a fee structure based on the aggregate outstanding loan balance and FICO-score tiers, with minimum monthly fees. The company views this as an acquisition of assets rather than a business, so no additional financial statements or pro forma information are required.