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 /PRNewswire/ -- 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.

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; 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; 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, impairment charges may be required to be reported in net income if the market price of such assets (including ETH) 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 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

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SOURCE Forum Markets, Incorporated