Forum Markets Reports Second Quarter 2026 Financial Results

Company Repurchased Approximately 35% of Shares Outstanding; Maintains Full-Year 2026 Revenue Guidance of $18 Million to $22 Million

PALM BEACH, Fla., Aug. 13, 2026 — Forum Markets, Incorporated (Nasdaq: FRMM), an innovator in sourcing and operating cash-generating assets in aerospace, AI, and AI-powered consumer finance, today reported financial results for the second quarter ended June 30, 2026.

Second quarter revenue was approximately $1.4 million, compared with $2.9 million in the first quarter of 2026. The sequential decline in revenue was due to the elimination of $1.8 million in digital asset staking revenue resulting from the Company's strategic decision to sell the majority of its Ether (ETH) holdings in March as it transitioned to its current operating model.

During the second quarter, the Company repurchased approximately 7.1 million shares — or about 35% of shares outstanding prior to those repurchases — at an average price of $4.42 per share. All repurchased shares have been retired and cancelled.

"Our second quarter results reflect a deliberate capital allocation decision — we prioritized deploying a meaningful amount of capital toward share repurchases rather than additional revenue-producing assets, underscoring our view of the compelling value available in our shares," said McAndrew Rudisill, chairman and chief executive officer of Forum Markets. "Our near-term emphasis is now on deploying capital into cash-generating assets and growing revenue. We enter the second half of the year with momentum, driven by a larger income-producing asset base and accelerating deal flow with full-year revenue guidance maintained."

Since quarter-end, Forum deployed approximately $23.7 million to acquire two additional commercial aircraft engines, both of which were already generating contracted lease revenue at the time of acquisition. The Company's aviation portfolio now includes five engines under long-term lease to two of the largest U.S. airlines, and the Company is targeting double-digit total annual returns on the two most recently acquired engines. Forum is also in the advanced stages of finalizing an opportunity to deploy capital into its AI Infrastructure vertical market, which the Company believes will generate meaningful revenue in the fourth quarter.

Second Quarter 2026 Financial Highlights

As of June 30, 2026, Forum reported total assets of approximately $159.1 million, including cash, cash equivalents and marketable securities of approximately $48.4 million, commercial aircraft engine assets of approximately $16.7 million, manufactured housing loans of approximately $14.7 million, auto loans and warehouse financing of approximately $2.5 million, and strategic equity investments of approximately $45.7 million. The two aircraft engines acquired subsequent to quarter-end represent an additional approximately $23.7 million in deployed capital and are not reflected in the June 30, 2026, balance sheet.

General and administrative expenses for the second quarter were approximately $10.3 million, compared with $7.5 million in the first quarter of 2026. G&A included non-cash stock-based compensation expense of approximately $3.8 million, and one-time cash charges of approximately $1.8 million consisting of an early termination fee to exit the Company's digital asset manager agreement and taxes paid in the UK to settle a VAT repayment liability associated with exiting the legacy biotech business. Net loss from continuing operations for the second quarter was approximately $12.4 million, compared with a net loss of $77.5 million in the first quarter of 2026, which included substantial digital asset-related losses associated with the final repositioning of the Company's balance sheet. Adjusted EBITDA loss for the second quarter was approximately $7.4 million, compared with an adjusted EBITDA loss of approximately $76 million in the first quarter of 2026.

"The second quarter provides a meaningfully cleaner view of our operating expense structure and the earnings power of our real-world asset portfolio," said John Saunders, chief financial officer. "We enter the second half with a stronger asset base, contracted revenue already in place on our new engines, and near-term opportunities to deploy capital into revenue-generating AI infrastructure. As a result, we believe we are on track to deliver against our full-year guidance."

Full-Year 2026 Guidance

Forum is maintaining its full-year 2026 revenue guidance of $18 million to $22 million. The Company expects revenue to be weighted toward the back half of the year and acknowledges that growth is unlikely to be linear quarter to quarter given the timing of asset deployments and the nature of its origination model. The Company also continues to target achieving cash-flow-positive operations by early 2027.

Share Repurchase Program

During the second quarter, Forum repurchased approximately 7.1 million shares at an average price of $4.42 per share, inclusive of fees, reducing shares outstanding to approximately 13.2 million. The Board of Directors subsequently extended the repurchase program through June 30, 2027, and adjusted the aggregate authorization to $100 million. Future repurchase activity remains discretionary and will be evaluated relative to the Company's liquidity needs, available asset returns and the market price of its shares.

Strategic Alternatives

The Board of Directors' Special Committee continues to evaluate strategic alternatives. The process has advanced meaningfully, and the Committee is encouraged by the quality and level of engagement it has seen to date. While Forum cannot comment on specific discussions, potential counterparties or transaction timing, the Company expects to be in a position to provide shareholders with a meaningful update prior to its next earnings call.

Conference Call

Management will host a conference call and webcast today, Aug. 13, 2026, at 10:30 a.m. Eastern time to discuss second quarter 2026 results. To access the call, please register here. A live webcast and replay will be available on Forum's investor relations website at ir.forum-markets.com.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to the most directly comparable GAAP measure is included in the Company's second quarter 2026 earnings press release tables and earnings presentation, both of which are available on the investor relations section of Forum's website at ir.forum-markets.com.

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.

FORUM MARKETS, INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

For the three months ended June 30,

For the six months ended June 30,

2026

2025

2026

2025

Revenue

$ 1,365

$ -

$ 4,224

$ -

Total cost of revenues

967

1,473

Gross income

398

2,751

Selling, general and administrative expense

10,340

1,353

17,326

3,320

Operating income (loss)

(9,942)

(1,353)

(14,575)

(3,320)

Interest expense

(238)

(1,238)

Other income

(2,241)

7

(74,142)

13

Income (loss) before income taxes

(12,421)

(1,346)

(89,955)

(3,307)

Income tax benefit

Net Income (loss) from Continuing Operations

(12,421)

(1,346)

(89,955)

(3,307)

Net Income (loss) from Discontinued Operations

(397)

(381)

873

(789)

Net Income (loss)

(12,818)

(1,727)

(89,082)

(4,096)

Other Comprehensive Income (loss)

16

(143)

(186)

(208)

Total Comprehensive Loss

(12,802)

(1,870)

(89,268)

(4,304)

Basic and Diluted Net Loss per Common Share - Continuing operation

$ (0.73)

$ (2.36)

$ (4.69)

$ (7.14)

Basic and Diluted Net Loss per Common Share - Discontinured operation

$ (0.02)

$ (0.67)

$ 0.05

$ (1.70)

Weighted average Common Stock outstanding – basic

17,066

571

19,172

463

Weighted average Common Stock outstanding – diluted

17,066

571

19,172

463

FORUM MARKETS, INCORPORATED

CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

As of June 30, 2026

As of June 30, 2025

ASSETS

Current assets:

Cash and cash equivalents

$ 4,102

$ 8,018

Restricted cash

1,016

Accounts receivable

1,024

Loans receivable, current

2,940

Prepaid expenses and other current assets

5,785

4,514

Current assets of discontinued operations

340

22

Total current assets

14,191

13,570

0

Marketable Securities

43,966

4,411

Investments

45,718

Digital Assets

21,644

61,587

Loans Receivable, net of current portion

14,266

Staking Receivables

181,011

Property and equipment, net

17,608

Right of use assets - operating

1,638

Other noncurrent assets

45,718

Total assets

$ 159,031

$ 306,297

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$ 570

$ 1,556

Accrued expenses and other current liabilities

4,354

6,377

Right of use liabilities - operating

Loans payable, current portion

251

Collateralized loans, current portion

31,513

Current liabilities of discontinued operations

355

1,232

Total current liabilities

5,279

40,929

Long-term accrued expenses and other noncurrent liabilities

Collateralized loans, noncurrent portion

25,950

25,950

Total liabilities

$ 31,229

$ 66,879

STOCKHOLDERS' EQUITY

Common Stock

1

2

Treasury Stock

(17)

Additional paid-in capital

812,123

834,453

Accumulated other comprehensive income

(3,179)

(2,993)

Accumulated deficit

(681,126)

(592,044)

Total stockholders' Equity

127,802

239,418

Total liabilities and stockholders' Equity

$ 159,031

$ 306,297

FORUM MARKETS, INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

For the six months ended June 30,

2026

2025

Cash Flows from Operating Activities:

Net loss

$ (89,955)

$ (3,307)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Stock based compensation expense

3,917

681

Depreciation and amortization

1,409

Amortization of loan premiums

9

Change in fair value of long term receivable

48,637

Change in fair value of digital assets

12,778

Change in fair value of available for sale securities

(126)

Change in fair value of derivative liabilities

10,374

Non-cash staking and incentive revenue

460

Loss on make whole provision

1,200

Changes in operating assets and liabilities:

Accounts receivable

(1,024)

Right of use assets

169

Right of use liabilities

(903)

Prepaid expense and other currentassets

(13,997)

374

Accounts payable

(1,889)

(91)

Accrued expenses

(3,442)

462

Net cash used in operating activities from continuing operations

(32,383)

(1,881)

Net cash used in operating activities from discontinued operations

(509)

(502)

Net cash used in operating activities

(32,892)

(2,383)

Cash Flows from Investing Activities:

Purchases of marketable securities

(39,428)

Purchases of digital assets

(757)

Purchase of loans receivable

(17,474)

Purchase of property and equipment

(16,813)

Repayment of loans receivable

406

Sale of digital assets

128,096

Net cash used in investing activities from continuing operations

54,030

Net cash used in investing activities from discontinued operations

Net cash used in investing activities

54,030

Cash Flows from Financing Activities:

Proceeds from exercise of options

Proceeds from exercise of warrants

Proceeds from shares issued for cash, net

5,503

Repurchase of common stock

(31,322)

Repayment of loans payable

(251)

Net cash provided by (used in) financing activities from continuing operations

(26,070)

Net cash provided by (used in) financing activities from discontinued operations

(8)

Net cash provided by (used in) financing activities

(26,070)

(8)

Net change in cash, cash equivalents and restricted cash

(4,932)

(2,391)

Cash, cash equivalents and restricted cash – beginning of the period

9,034

4,567

Cash, cash equivalents and restricted cash – end of the period

$ 4,102

$ 2,176

GAAP to non-GAAP Reconciliation

(in thousands)

For the three months ended June 30,

For the six months ended June 30,

2026

2025

2026

2025

Net income (loss) from continuing operations

$ (12,421)

$(1,346)

$(89,955)

$(3,307)

Income tax benefit

Depreciation and amortization

936

1,409

Interest expense

238

1,238

EBITDA

(11,247)

(1,346)

(87,308)

(3,307)

Stock-based compensation(1)

3,813

103

3,917

681

Business development & integration expenses(2)

Offering costs(3)

Loss on disposal and non-cash impairment charges(4)

Adjusted EBITDA

$ (7,434)

$(1,243)

$(83,391)

$(2,626)

(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