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Mar 31, 2026 9:00 AM EDT

Forum Reports Fourth Quarter and Full Year 2025 Financial Results

Company Introduces 2026 Guidance as RWA Tokenization Platform Begins to Scale

PALM BEACH, Fla., March 31, 2026 /PRNewswire/ -- Forum Markets, Incorporated (Nasdaq: FRMM) ("Forum" or the "Company"), a digital asset platform modernizing capital markets through the tokenization of real-world assets on Ethereum, today reported financial results for the fourth quarter and full year ended December 31, 2025.

"In less than a year, Forum has moved from concept to execution: from building the infrastructure, establishing key partnerships, and validating our technology, to generating revenue from yield on a growing base of real-world assets," said McAndrew Rudisill, chairman and CEO. "Our recent launch of the Eurus Aero Token I demonstrates that our tokenization framework works in practice, enabling contracted, cash-flow-generating assets to be brought onto the blockchain for qualified investors. Today, we generate yield on our growing asset base, and tokenization multiplies the value of that model over time, a combination that differentiates Forum from many digital asset oriented companies. The transition from traditional to blockchain-based capital markets is underway. The question is not if it happens, but who builds and scales the leading platforms. As an early mover in this space, we intend for Forum to be one of those platforms."

Business Highlights

  • Expanded Real-World Asset Origination Ecosystem: Acquired a 20% ownership stake in Karus, an AI-driven auto credit analytics platform, and a 15% stake in Zippy, a digital manufactured housing lending platform, establishing access to large-scale asset pipelines across auto credit and residential lending.
  • Completed Strategic Rebrand to Forum Markets: Rebranded from ETHZilla Corporation to Forum Markets, Incorporated, and began trading under the ticker "FRMM" progressing the Company's evolution towards a platform focused on institutional-grade real-world asset tokenization and blockchain-based capital markets infrastructure.
  • Launched First of its Kind Tokenized Aerospace Product: Introduced Eurus Aero Token I, an L2 Ethereum-based asset backed by jet engines leased to a major U.S. air carrier, marking the first demonstration of Forum's framework for tokenized, cash-flow-generating real-world assets. The novel offering provides accredited investors exposure to aerospace lease income through tradable digital tokens distributed via the Liquidity.io ecosystem with a minimum investment of only $1,000.
  • Expanded Portfolio of High Yielding Assets for Tokenization: Acquired a portfolio of 95 manufactured and modular home loans for approximately $4.7 million, expected to generate approximately 10.36% annualized yield. This acquisition represents Forum's first residential credit asset pool intended for tokenization and generates immediate yield for the Company.
  • Activated Real-World Credit Infrastructure for Auto Loan Tokenization: Established a $10 million revolving auto loan warehouse facility enabling 24/7/365 blockchain-enabled loan settlement and short-duration aggregation of receivables sourced through the Karus network. The facility is expected to immediately generate approximately 12–13% annualized yield and provides a scalable pipeline for future tokenized auto credit products.
  • Repositioned Balance Sheet to Support RWA Revenue-Oriented Strategy: Eliminated direct Ether price exposure through ETH sales and derivative hedging of its remaining position and reallocated capital toward income-generating real-world assets and tokenization infrastructure aligned with the Company's strategy.
  • Strengthened Governance and Leadership Infrastructure: Expanded the Board of Directors with the appointments of Angela Dalton and Michael Edwards as independent directors and appointed Robert Spake as General Counsel, enhancing governance and regulatory expertise as Forum scales its tokenized asset platform.

"2025 was the year we built the foundation — repositioning the balance sheet, establishing key origination partnerships, and beginning to deploy capital into income-producing real-world assets," said John Saunders, chief financial officer. "As we enter 2026, we are introducing our initial full-year guidance.

Looking further ahead, we are targeting meaningful year-over-year revenue growth acceleration as we exit 2026 setting us up to generate positive cash flow in 2027. The fundamentals of this business — yield today, tokenization economics tomorrow, recurring asset management fees over the long term — are intact and improving."

Outlook

  • The Company expects to exit 2026 with between $125 million and $200 million in assets under management (AUM) across its tokenized and pre-tokenization credit portfolios. This range reflects its current asset pipelines across aircraft engines, auto credit, manufactured housing, and two new origination channels we are establishing in commercial real estate and equipment finance. AUM is expected to grow asymmetrically in the back half of the year as new origination pipelines come online
  • The Company anticipates total revenue to be in the range of $18 million to $26 million. This guidance reflects yield income from its existing and anticipated asset base, structuring and origination fees from tokenized product launches, and early-stage asset management economics as tokenized products remain outstanding.
  • Forum is targeting AUM at year-end 2027 to be in $300 million to $400 million, which the Company believes would result in year-over-year revenue growth of 50% to 100% in 2027.

Fourth Quarter and Full Year 2025 GAAP Financial Highlights

(in millions, except per share amounts)

For the Quarter Ended Dec. 31, 2025For the Year Ended Dec. 31, 2025
Revenue$2.4$6.5
Gross Profit$2.4$6.5
CapEx--$127.6
Cash and Cash Equivalents--$9.0
Forum Markets, Incorporated
Consolidated Statements of Operations
(in thousands) (Unaudited)
For the three months ended December 31,For the years ended December 31,
2025202420252024
Revenues$2,437$-$6,547$-
Total cost of revenues----
Gross income2,437-6,547-
Selling, general and administrative expense12,043998239,9974,419
Operating income (loss)(9,606)(998)(233,450)(4,419)
Interest expense(2,736)(9)(3,056)(35)
Other income(219,181)(48)(207,025)1,842
Income (loss) before income taxes(231,523)(1,055)(443,531)(2,612)
Income tax benefit-(2)-(2)
Net Income (loss) from Continuing Operations(231,523)(1,057)(443,531)(2,614)
Net Income (loss) from Discontinued Operations1,840(3,217)(6,990)(3,554)
Deemed Dividend-(8,012)
Net Income (loss)(229,683)(4,274)(450,521)(14,180)
Other Comprehensive Income (loss)(435)66(76)(16)
Total Comprehensive Loss(230,118)(4,208)(450,597)(14,196)
Basic and Diluted Net Loss per Common Share - Continuing operation$(12.14)$(3.32)$(54.32)$(2.86)
Basic and Diluted Net Loss per Common Share - Discontinued operation$0.10$(10.12)$(0.86)$(3.88)
Weighted average Common Stock outstanding - basic19,0643188,165915
Weighted average Common Stock outstanding - diluted19,0643188,165915
Forum Markets, Incorporated
Consolidated Balance Sheets
(in thousands) (Unaudited)
As of December 31, 2025As of December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$8,018$4,567
Restricted cash1,016-
Prepaid expenses and other current assets4,514478
Current assets of discontinued operations2297
Total current assets13,5705,142
Marketable Securities4,411-
Digital Assets61,587-
Staking Receivables181,011-
Other noncurrent assets45,7187,622
Total assets$306,297$12,764
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$1,556$359
Accrued expenses and other current liabilities6,3774
Loans payable, current portion251-
Collateralized loans, current portion31,5131
Current liabilities of discontinued operations1,2323,141
Total current liabilities40,9293,505
Long-term accrued expenses and other noncurrent liabilities-7
Collateralized loans, noncurrent portion25,950-
Total liabilities$66,879$3,512
Stockholders' Equity:
Class B Convertible Preferred Stock--
Common Stock2-
Treasury Stock--
Additional paid-in capital834,453153,692
Accumulated deficit(592,044)(141,523)
Accumulated other comprehensive income(2,993)(2,917)
Total stockholders' Equity239,4189,252
Total liabilities and stockholders' Equity$306,29712,764
Forum Markets, Incorporated
Consolidated Statements of Cash Flows
(in thousands) (Unaudited)
For the years ended December 31,
20252024
Cash Flows from Operating Activities:
Net loss$(443,531)$(2,614)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation expense213,447280
Change in fair value of derivative liability81,299-
Digital asset gains and losses21,148-
Change in fair value of available for sale securities138-
Non-cash settlement expense103,892-
Non-cash staking and incentive revenue(6,547)-
Loss on make whole provision6,325
Gain loss on settlement of liabilities-(53)
Changes in operating assets and liabilities:
Prepaid expense and other current assets(3,314)1,295
Accounts payable1,350(149)
Accrued expenses50094
Net cash used in operating activities from continuing operations(25,293)(1,147)
Net cash used in operating activities from discontinued operations(758)(24)
Net cash used in operating activities(26,051)(1,171)
Cash Flows from Investing Activities:
Purchases of marketable securities(4,626)-
Purchases of digital assets(244,275)-
Purchase of equity investments(13,000)
Sale of digital assets134,267
Net cash used in investing activities from continuing operations(127,634)-
Net cash used in investing activities from discontinued operations--
Net cash used in investing activities(127,634)-
Cash Flows from Financing Activities:
Proceeds from sale of December 2024 Offering stock and warrants-2,573
Repayment of loans payable(364)(1,306)
Repayment of loans payable related parties(1,000)-
Treasury stock purchases(46,263)-
Proceeds from collateralized loan50,000-
Repayment of collateralized loan(50,000)-
Proceeds from convertible debt, net500,001-
Repayment of convertible debt(603,893)-
Proceeds from exercise of common stock options455-
Proceeds from exercise of common stock warrants5,6062,798
Proceeds from shares issued for cash and warrants, net303,762-
Net cash provided by (used in) financing activities from continuing operations158,3044,065
Net cash provided by (used in) financing activities from discontinued operations(151)(33)
Net cash provided by (used in) financing activities158,1534,032
Net change in cash, cash equivalents and restricted cash4,4682,861
Cash, cash equivalents and restricted cash - beginning of the period4,5671,706
Cash, cash equivalents and restricted cash - end of the period$9,035$4,567
Non-GAAP Reconciliation (in thousands)For the three months ended December 31,For the years ended December 31,
2025202420252024
Net income (loss) from continuing operations$(231,523)$(1,057)$(443,531)$(2,614)
Income tax benefit---2
Depreciation and amortization----
Interest expense2,73693,05635
EBITDA(228,787)(1,048)(440,475)(2,577)
Stock-based compensation(1)4,52434213,447280
Business development & integration expenses(2)----
Offering costs(3)-8,575-
Loss on disposal and non-cash impairment charges(4)----
Adjusted EBITDA$(224,263)$(1,014)$(218,453)$(2,297)

(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

  • Full-year revenue of $6.5 million, driven primarily by staking yields and incentive tokens earned through liquid staking activities
  • Full year net loss from Continuing Operations of $450.5 million, primarily attributable to significant non-recurring and non-cash charges associated with the Company's corporate transformation, including stock-based compensation tied primarily to warrant issuances and financing transactions completed during the recapitalization.
  • Full year adjusted EBITDA of -$218.5 million*

* Schedules reconciling the Company's generally accepted accounting principles in the United States ("GAAP") and non-GAAP financial results, including Adjusted EBITDA, are included later in this release (see also "Non-GAAP Financial Measures", below).

Conference Call Information

The Company will host a live webcast at 10:30 a.m. ET today to discuss its fourth quarter and full year 2025 results. To register and listen to the live webcast, please use the link found here. A replay of the webcast will be available for approximately one year in the investor's section of the Company's website at forum-markets.com.

About Forum

Forum Markets, Incorporated (Nasdaq: FRMM) is a digital asset platform modernizing capital markets through the tokenization of institutional-grade real-world assets on Ethereum. The Company structures and brings cash-generating assets onto blockchain-based infrastructure to unlock liquidity, broaden investor access, and enable more efficient primary issuance and secondary market activity. Forum integrates traditional asset management principles with scalable digital market architecture as it builds a new framework for how real-world value is originated, accessed, and traded. For more information, visit www.forum-markets.com.

Non-GAAP Financial Measures

Although we believe that net income or loss, as determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP), is the most appropriate earnings measure, we use EBITDA and Adjusted EBITDA as key profitability measures to assess the performance of our business. We believe these measures help illustrate underlying trends in our business and we use these measures to establish budgets and operational goals, and communicate internally and externally, in managing our business and evaluating its performance. We also believe these measures help investors compare our operating performance with its results in prior periods in a way that is consistent with how management evaluates such performance. EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of the interest expense, income tax expense (benefit) and depreciation and amortization of property, plant and equipment and intangible assets. Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. Each of the profitability measures described below are not recognized under GAAP and do not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance. Such measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for our results as reported under GAAP.

Projections

The financial projections included herein were prepared by Forum in good faith using assumptions believed to be reasonable. A significant number of assumptions about the operations of the business of Forum were based, in part, on economic, competitive, and general business conditions prevailing at the time the Projections were developed. Any future changes in these conditions, may materially impact the ability of Forum to achieve the financial results set forth in the Projections. The Projections are based on numerous assumptions, including realization of the operating strategy of Forum; industry performance; no material adverse changes in applicable legislation or regulations, or the administration thereof, or generally accepted accounting principles; general business and economic conditions; competition; retention of key management and other key employees; absence of material contingent or unliquidated litigation, indemnity, or other claims; minimal changes in current ETH pricing; no significant increases in interest rates or inflation; and other matters, many of which will be beyond the control of Forum. Accordingly, the Projections are only estimates and are necessarily speculative in nature. Forum cautions that the Projections are speculative in nature and based upon subjective decisions and assumptions. As a result, the Projections should not be relied on as necessarily predictive of actual future events.

Forward Looking Statements

This press release contains "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the Company's stock repurchase, prior private placements and related transactions, expectations regarding the capitalization, resources and ownership structure of the Company, expectations with respect to future performance, and growth of the Company. Forward looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company's control, and actual results may differ materially. Applicable risks and uncertainties include, among others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits; fluctuations in the market price of ETH; government regulation of cryptocurrencies; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of Ether and other cryptocurrencies; risks related to increased competition; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; as well as those risks and uncertainties identified under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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.

SOURCE Forum Markets, Incorporated

Released March 31, 2026

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