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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 26, 2024

Forge Global Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39794	98-1561111
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


4 Embarcadero Center Floor 15 San Francisco, California (Address of principal executive offices)			94111 (Zip Code)

(415) 881-1612

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			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

Common Stock, $0.0001 par value per share

FRGE

NYSE

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 o

Item 2.02. Results of Operations and Financial Condition.

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. o On March 26, 2024, Forge Global Holdings, Inc. (the “Company”) issued a press release announcing its results for the quarter and year ended December 31, 2023, as well as supplemental financial information and key business metrics to its website at https://ir.forgeglobal.com. Copies of the press release and supplemental materials are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K (“Current Report”) and the accompanying exhibits 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, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2024, the Company announced the appointment of Drew Sievers as the Company’s Chief Operating Officer.

Before his appointment, Mr. Sievers, age 58, had served as the Company’s Chief Delivery Officer since January 2023, and the President of Forge Trust since July of 2021. Prior to this, he served as Chairman and Chief Executive Officer at Harvest Savings & Wealth Technologies from August 2016 to June 2021. Since May 2014, he has been a Managing General Partner of Operative Capital, an early stage investor in financial technology companies. He also served as Co-Founder and Chief Executive Officer at mobile banking leader mFoundry from 2003 to 2013. He previously served as the President of Novo from 1999 to 2002 and Chief Executive Officer at Novo from 2002 to 2003. Mr. Sievers earned his B.S. degree in Economics from the University of California, Santa Barbara in 1987.

Mr. Sievers has signed an employment agreement with the Company as detailed in Item 5.02(e) of this Current Report. Mr. Sievers has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act, nor are any such transactions currently proposed. There are no arrangements or understandings between Mr. Sievers and any other persons pursuant to which he was appointed as the Company’s Chief Operating Officer, and there are no family relationships between Mr. Sievers and any director or executive officer of the Company.

(e) Compensatory Arrangements of Certain Officers

Effective March 26, 2024, the Company entered into amended and restated employment agreements (collectively, the “Employment Agreements”) with certain executive officers of the Company pursuant to a form of executive employment agreement (the “Form of Executive Employment Agreement”). Each Employment Agreement for each applicable executive officer is described in more detail below. The description of each Employment Agreement is not complete and is qualified in its entirety by reference to the respective Employment Agreement for each executive, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2023.

Drew Sievers

Effective March 26, 2024, the Company entered into an Amended and Restated Employment Agreement with Mr. Sievers (the “Sievers Employment Agreement”). The Sievers Employment Agreement supersedes in its entirety that certain Amended and Restated Employment Agreement entered into by and between the Company and Mr. Sievers, dated September 20, 2023 and filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2023.

The Sievers Employment Agreement is at-will and provides Mr. Sievers with a base salary of not less than $415,000 per year, with the opportunity to participate in the Company’s standard employee benefits programs. The Sievers Employment Agreement further provides that Mr. Sievers will be eligible to receive an annual cash target bonus opportunity equal to 75% of his base salary, as well as annual equity compensation in accordance with the Company’s equity compensation plan. The amount and metrics of both such annual cash bonus and equity compensation will be determined by the Company’s Chief Executive Officer and the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), or at the direction of the Board as a whole.

Pursuant to the Sievers Employment Agreement, if outside a Change in Control Period, Mr. Sievers is (a) terminated by the Company other than in connection with a Disability or for Cause (a “Without Cause Termination”) or (b) Mr. Sievers resigns for Good Reason (a “Good Reason Termination”), he shall be entitled to the below benefits (the “Non-CIC Benefits”). Each of the preceding capitalized terms are as defined in the Sievers Employment Agreement.

•a payment of his base salary (as in effect on the date Mr. Sievers’ employment terminates) for a period equal to the following: (1) in case of a Without Cause Termination, the lesser of 12 months and the number of whole months that Mr. Sievers was employed by the Company prior to such termination or (2) in the case of a Good Reason Termination, 18 months (such relevant time period from (1) or (2), the “Severance Period”), in each case, in payable in substantially equal installments in accordance with the Company’s payroll practice during the Severance Period;

•a lump sum cash payment equal to the Multiplier (defined as the quotient of the number of months in the Severance Period divided by 12) times the greater of (a) the average of the last two annual bonuses received by Mr. Sievers from the Company prior to the date his employment terminates, (b) the last annual bonus received by Mr. Sievers from the Company prior to the date his employment terminates, and (c) if Mr. Sievers has been continuously employed with the Company for less than two years as of the date his employment terminates, the average of (i) the last annual bonus received by Mr. Sievers from the Company or any of its affiliates prior to the date his employment terminates and (ii) Mr. Sievers’ target annual bonus for the year in which his employment terminates (if Mr. Sievers has not yet received a bonus as described in (i), his target bonus alone will be deemed the “average”);

•with respect to options or other equity based grants made to Mr. Sievers (1) for time-vested options or other equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate his right to exercise all options that would have become exercisable through the end of the Severance Period and vest in all such equity grants that would have vested through the end of the Severance Period, (2) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (3) treat Mr. Sievers as if he had remained employed by the Company until the end of the Severance Period so that the time period over which he has the right to exercise such options shall be the same as if there had been no termination of his employment until the end of the Severance Period; and

•reimbursement on an after-tax basis for the premium expenses Mr. Sievers incurs to participate in health care continuation coverage under COBRA for the duration of the Severance Period to the extent Mr. Sievers is eligible under applicable law.

Pursuant to the Sievers Employment Agreement, if during a Change in Control Period, Mr. Sievers is (a) terminated by the Company other than in connection with a Disability or for Cause or (b) Mr. Sievers resigns for Good Reason, Mr. Sievers shall be entitled to the below benefits (the “CIC Benefits”).

•a lump sum cash payment equal to 18 months of Mr. Sievers’ base salary as in effect on the date his employment terminates;

•a lump sum cash payment equal to one and one-half times the greater of (a) the average of the last two annual bonuses received by Mr. Sievers from the Company prior to the date Mr. Sievers’ employment terminates, (b) the last annual bonus received by Mr. Sievers from the Company prior to the effective date of a Change in Control, (c) the last annual bonus received by Mr. Sievers from the Company prior to the date Mr. Sievers’ employment terminates, and (d) if Mr. Sievers has been continuously employed with the Company for less than two years as of the date his employment terminates, the average of (i) the last annual bonus received by Mr. Sievers from the Company prior to the date his employment terminates and (ii) Mr. Sievers’ target annual bonus for the year in which his employment terminates (if Mr. Sievers has not yet received a bonus as described in (i), his target bonus alone will be deemed the “average” hereunder);

•with respect to options or other equity based grants made to Mr. Sievers (1) for time-vested options or other equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate his right to exercise 100% of such options and vest in 100% of such equity grants so that Mr. Sievers has the right to exercise 100% of such options and receive 100% of such equity grants, (2) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (3) treat Mr. Sievers as if he had remained employed by the Company until the end of the 18-month period following the date his employment terminates (the “Change in Control Severance Period”) so that the time period over which he has the right to exercise such options shall be the same as if there had been no termination of his employment until the end of such Change in Control Severance Period; and

•reimbursement on an after-tax basis for the premium expenses Mr. Sievers incurs to participate in health care continuation coverage under COBRA for the duration of the Change in Control Severance Period to the extent Mr. Sievers is eligible under applicable law.

Such payments are contingent on Mr. Sievers’ execution of a general release of claims in favor of the Company. The Sievers Employment Agreement also includes a requirement that Mr. Sievers comply with certain restrictive covenants, including confidentiality, non-compete, non-solicitation, and non-disparagement covenants.

Mark Lee

Effective March 26, 2024, Mark Lee, the Company’s Chief Financial Officer, and the Company amended his employment agreement dated as of September 20, 2023 (the “Lee Employment Agreement”) to include conforming changes to those included in the Form of Employment Agreement and the Sievers Employment Agreement, which provides that the post-termination non-competition and non-solicitation restricted period will not apply in the instance of Mr. Lee’s resignation without Good Reason, except in instances where the Board concludes that grounds for Cause exists (as each term is defined in Mr. Lee’s employment agreement). The Lee Employment Agreement, as amended effective March 26, 2024, supersedes in its entirety that certain Amended and Restated Employment Agreement entered into by and between the Company and Mr. Lee, dated September 20, 2023 (the “Previous Agreement”), and as described in the Company’s Current Report on Form 8-K filed on September 27, 2023 and filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2023. The amended Lee Employment Agreement contains materially the same terms and conditions as the Previous Agreement (as modified by the aforementioned conforming changes).

Jennifer Phillips

Effective March 26, 2024, the Company entered into an Amended and Restated Employment Agreement with Jennifer Phillips (the “Phillips Employment Agreement”), the Company’s Chief Growth Officer. The Phillips Employment Agreement supersedes in its entirety that certain Amended and Restated Employment Agreement entered into by and between the Company and Ms. Phillips, dated September 9, 2021.

The Phillips Employment Agreement is at-will and provides Ms. Phillips with a base salary of not less than $425,000 per year, with the opportunity to participate in the Company’s standard employee benefits programs. The Phillips Employment Agreement further provides that Ms. Phillips will be eligible to receive an annual cash target bonus opportunity equal to 136% of her base salary, as well as annual equity compensation in accordance with the Company’s equity compensation plan. The amount and metrics of both such annual cash bonus and equity compensation will be determined by the Company’s Chief Executive Officer and the Compensation Committee, or at the direction of the Board as a whole. Ms. Phillips’ compensatory arrangements pursuant to the Phillips Employment Agreement are otherwise on the same terms and conditions as the Sievers Employment Agreement and Lee Employment Agreement described above, including eligibility for Non-CIC Benefits and CIC Benefits, and a requirement that Ms. Phillips comply with certain restrictive covenants, including confidentiality, non-compete, non-solicitation, and non-disparagement covenants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Description

99.1			Press Release, dated March 26 , 202 4 .
99.2			Supplemental Investor Information.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Forge Global Holdings, Inc.

Date: March 26, 2024	By:	/s/ Kelly Rodriques
	Name:	Kelly Rodriques
	Title:	Chief Executive Officer

EX-99.1 2 frge-earningsreleaseq4fy23.htm EX-99.1 Document

Exhibit 99.1

Forge Global Holdings, Inc. Reports Fourth Quarter and Fiscal Year 2023 Results

•Total Revenue Less Transaction Based Expenses Was $18.9 million in 4Q23, increasing 13% year-over-year

•Trading Volume Was $250.4 million in 4Q23, increasing 1% year-over-year

•Net Take Rate Was 3.2% in 4Q23 and 3.3% for 2023

•Total Assets Under Custody increased in 2023 from $14.9 billion to $15.6 billion, up 5% year-over-year

SAN FRANCISCO – March 26, 2024 – Forge Global Holdings, Inc. (“Forge,” or the “Company”) (NYSE: FRGE), a leading private securities marketplace, today announced its financial results for the quarter and year ended December 31, 2023.

"In 2023 we made important moves to invest in Forge’s future vision and our path to profitability,” said Kelly Rodriques, CEO of Forge. “We focused on three things: accelerating technology development, winning with data and expanding our category leadership. Our technology milestones, including launching Forge Pro for institutional investors, as well as the debut of our first two indexes, are evidence of Forge’s critical role in driving the private market toward its inevitable tipping point.”

Financial Highlights for the Fourth Quarter of 2023*

Revenue: Total revenue less transaction-based expenses increased from $18.4 million in the quarter ended September 30, 2023 to $18.9 million in the quarter ended December 31, 2023.

Operating Income: Total operating loss went from $21.5 million in the quarter ended September 30, 2023 to $24.4 million in the quarter ended December 31, 2023.

Net Loss: Net loss went from $19.0 million in the quarter ended September 30, 2023 to $26.2 million in the quarter ended December 31, 2023.

Adjusted EBITDA: Total adjusted EBITDA loss went from $10.4 million in the quarter ended September 30, 2023 to $13.6 million in the quarter ended December 31, 2023. The fluctuation is primarily driven by a $2.5 million increase in accrued legal expenses related to a settlement reached in 4Q23.

Cash Flow from Operating Activities: Net cash used in operating activities was $6.6 million in the quarter ended December 31, 2023, compared to $3.5 million in the quarter ended September 30, 2023.

Ending Cash Balance: Cash and cash equivalents as of December 31, 2023 was $144.7 million.

Share Count: Basic weighted-average number of shares used to compute net loss per share attributable to common stockholders for the quarter ended December 31, 2023, was 175 million shares and fully diluted outstanding share count as of December 31, 2023 was 199 million shares.

We estimate for the quarter ended March 31, 2024 that Forge will have 180 million weighted average basic shares outstanding, which will be used to calculate earnings per share in a loss position.

Fully diluted outstanding share count includes all common shares outstanding plus shares that would be issued in respect to outstanding options and warrants, net of shares to be withheld in respect to exercise price of the respective instruments. Instruments that are out of the money are excluded from the fully diluted outstanding share count.

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*Percentages may not be replicated based on the rounded figures presented.

KPIs for the Fourth Quarter 2023

•Trading Volume increased from $234.1 million to $250.4 million, up 7% quarter-over-quarter.

•Net Take Rate increased from 3.0% to 3.2% quarter-over-quarter.

•Total Marketplace revenues (previously called Placement Fee revenues), less transaction-based expenses increased from $7.1 million to $8.0 million, up 12% quarter-over-quarter.

•Total Custodial Administration Fee revenues decreased from $11.3 million to $10.9 million, down 3% quarter-over-quarter.

•Total Custodial Accounts increased from 2.02 million to 2.08 million, up 3% quarter-over-quarter.

•Total Assets Under Custody increased from $15.1 billion to $15.6 billion, up 3% quarter-over-quarter.

Additional Business Metrics for the Fourth Quarter 2023

•Forge Trust Custodial Cash: In the quarter ended December 31, 2023, Forge Trust Custodial Cash totaled $505 million, down 20% year-over-year from $635 million.

•Total Number of Companies with Indications of Interest (IOIs): In the quarter ended December 31, 2023, the total number of companies with IOIs was 485, up 11% year-over-year.

•Headcount: Forge finished out the quarter ended December 31, 2023 with a total headcount of 345.

Financial Highlights for the Full Year 2023

•Revenue: Total revenue less transaction-based expenses was $69.4 million compared to $68.9 million for the year ended December 31, 2022.

•Operating Income: Total operating loss was $91.4 million compared to $135.0 million for the year ended December 31, 2022.

•Net Loss: Net loss of $91.5 million compared to $111.9 million for the year ended December 31, 2022.

•Adjusted EBITDA: Total adjusted EBITDA was a loss of $48.8 million compared to total adjusted EBITDA loss of $46.9 million for the year ended December 31, 2022.

•Cash Flow from Operating Activities: Net cash used in operating activities was $41.5 million compared to net cash used in operating activities of $68.8 million for the year ended December 31, 2022, a 40% improvement.

KPIs for the Full Year 2023

•Trading Volume was $0.8 billion for the year, down 37% year-over-year.

•Net Take Rate for the year was 3.3%, constant year-over-year.

•Total Marketplace revenues (previously called Placement Fee revenues), less transaction-based expenses totaled $25.4 million for the year, down 37% year-over-year.

•Total Custodial Administration Fee revenues increased from $28.7 million to $44.0 million for the year, up 53% year-over-year.

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•Total Custodial Accounts increased from 1.87 million to 2.08 million, up 11% year-over-year.

•Total Assets Under Custody increased from $14.9 billion to $15.6 billion, up 5% year-over-year.

Please note that we have renamed a category of our revenue, previously described as “Placement Fee” revenue, to “Marketplace” revenue in order to align with the types of revenue included in this category. Marketplace revenue includes placement fees earned through transactions on our Forge Markets platform, subscription fees earned from our data products, and private company solutions revenue. We believe this name better describes the revenue included therein and therefore is more useful to investors by better characterizing the underlying types of revenue included. We have not adjusted methodology, assumptions, or otherwise changed any aspects of “Placement Fee” revenue in making this name change to “Marketplace” revenue, and this category of revenue remains comparable to prior period presentations. For more information please refer to our Annual Report on Form 10-K to be filed on or around the date of this press release.

Please refer to the section titled “Use of Non-GAAP Financial Information” and the tables within this press release which contain explanations and reconciliations of the Company’s non-GAAP financial measures.

Business Highlights

•Forge Develops Forge Pro: A major milestone toward an institutional trade order management system for private company securities.

•Forge Announces First Private Market Index Based on Active Trading and Liquidity Data: The Forge Private Market Index marks a new milestone for Forge and the private market more broadly, as Forge leverages its 13 years of private market trading data and experience to enable investors to better measure their investment performance and gain insights on late-stage, venture-backed companies.

•Forge Announces First-of-its-Kind Investable Private Market Index: Partnering with Accuidity, LLC to provide diversified exposure to late stage companies.

•Forge Added to U.S. Small-Cap Russell 2000® Index: As a member of the U.S. Small-Cap Russell 2000® Index (the “Russell 2000® Index”), as part of the 2023 Russell U.S. Index’s annual reconstitution. Membership in the Russell 2000® Index, which remains in place for one year, is based on membership in the broad-market Russell 3000® Index.

•Forge Appoints Chief Technology Officer of Toast to its Board: Debra Chrapaty joined the Board of Directors in April 2023.

Webcast/Conference Call Details

Forge will host a webcast conference call today, March 26th, 2024, at 5:00 p.m. Eastern Time / 2:00 p.m Pacific Time to discuss these financial results and business highlights. The listen-only webcast is available at https://ir.forgeglobal.com. Investors and participants can access the conference call over the phone by dialing 1 (800) 715-9871 from the United States, or +1 (646) 307-1963 internationally. The conference ID is 6194475.

Following the conference call, an on-demand replay of the webcast will be made available on the Investor Relations page of the Company’s website at https://ir.forgeglobal.com.

Use of Non-GAAP Financial Information

In addition to our financial results determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Adjusted EBITDA, a non-GAAP financial measure. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Adjusted EBITDA, when taken together with the corresponding GAAP financial measure, provides meaningful supplemental information regarding our performance by excluding specific financial items that have less bearing on our core operating performance. We consider Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in our business and our historical operating performance on a more consistent basis.

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However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review Adjusted EBITDA and the reconciliation of Adjusted EBITDA to net loss, and not to rely on any single financial measure to evaluate our business.

We defined Adjusted EBITDA as net loss, adjusted to exclude: (i) interest expense, net, (ii) provision for or benefit from income taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) change in fair value of warrant liabilities, (vi) acquisition-related transaction costs, and (vii) other significant gains, losses, and expenses (such as impairments, transaction bonus) that we believe are not indicative of our ongoing results.

Forward-Looking Statements

This press release contains “forward-looking statements, ”which generally are accompanied by words such as “believe,” “may,” ”could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict, indicate or relate to future events or trends or Forge’s future financial or operating performance, or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Forge’s beliefs regarding its financial position and operating performance, as well as future opportunities for Forge to expand its business. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by Forge and its management, are subject to risks and uncertainties that may cause actual results to differ materially from current expectations. You should carefully consider the risks and uncertainties described in Forge’s documents filed, or to be filed, with the SEC, including in its Annual Report on Form 10-K that will be filed on or around the date of this press release. There may be additional risks that Forge presently does not know of or that it currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Forge’s expectations, plans or forecasts of future events and views as of the date of this press release. Forge anticipates that subsequent events and developments will cause its assessments to change. However, while Forge may elect to update these forward-looking statements at some point in the future, Forge specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Forge’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

About Forge

Forge is a leading provider of marketplace infrastructure, data services and technology solutions for private market participants. Forge Securities LLC is a registered broker-dealer and a Member of FINRA that operates an alternative trading system.

Contacts

Investor Relations Contact:

Dominic Paschel

ir@forgeglobal.com

Media Contact:

Lindsay Riddell

press@forgeglobal.com

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FORGE GLOBAL HOLDINGS, INC.

Consolidated Balance Sheets

(In thousands of U.S. dollars, except share and per share data)


	December 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	144,722	$	193,136
Restricted cash	1,062		1,829
Accounts receivable, net	4,067		3,544

Prepaid expenses and other current assets	13,253		8,379
Total current assets	$	163,104	$	206,888
Internal-use software, property and equipment, net	5,192		7,999
Goodwill and other intangible assets, net	129,919		133,887
Operating lease right-of-use assets	4,308		5,706
Payment-dependent notes receivable, noncurrent	5,593		7,371
Other assets, noncurrent	2,615		1,878
Total assets	$	310,731	$	363,729
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,831	$	2,797
Accrued compensation and benefits	11,004		13,271
Accrued expenses and other current liabilities	8,861		6,421
Operating lease liabilities, current	2,516		3,896

Total current liabilities	$	24,212	$	26,385
Operating lease liabilities, noncurrent	2,707		3,541
Payment-dependent notes payable, noncurrent	5,593		7,371
Warrant liabilities	9,616		606
Other liabilities, noncurrent	185		365
Total liabilities	$	42,313	$	38,268
Commitments and contingencies

Stockholders’ equity (deficit):
Common stock, 0.0001 par value; 176,899,814 and 172,560,916 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	18		18
Treasury stock, at cost; 157,193 and zero shares as of December 31, 2023 and December 31, 2022, respectively	(625)		—
Additional paid-in capital	543,846		509,094
Accumulated other comprehensive loss	911		693
Accumulated deficit	(280,638)		(190,418)
Total Forge Global Holdings, Inc. stockholders’ equity	$	263,512	$	319,387
Noncontrolling Interest	4,906		6,074
Total stockholders’ equity	$	268,418	$	325,461
Total liabilities and stockholders’ equity	$	310,731	$	363,729

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FORGE GLOBAL HOLDINGS, INC.

Consolidated Statements of Operations

(In thousands of U.S. dollars, except share and per share data)


	Three Months Ended								Year Ended
	December 31, 2023		September 30, 2023		June 30, 3023		March 31, 2023		December 31, 2023		December 31, 2022
Revenues:
Marketplace revenue	$	8,152	$	7,283	$	5,723	$	4,632	$	25,790	$	40,665
Custodial administration fees	10,907		11,280		10,997		10,847		44,031		28,718
Total revenues	$	19,059	$	18,563	$	16,720	$	15,479	$	69,821	$	69,383
Transaction-based expenses:
Transaction-based expenses	(181)		(148)		(83)		(19)		(431)		(483)
Total revenues, less transaction-based expenses	$	18,878	$	18,415	$	16,637	$	15,460	$	69,390	$	68,900
Operating expenses:
Compensation and benefits	28,027		27,650		25,154		25,762		106,593		145,514
Professional services	3,021		2,883		3,265		2,736		11,905		14,265
Acquisition-related transaction costs	—		—		—		—		—		5,113
Advertising and market development	1,023		910		876		677		3,486		4,754
Rent and occupancy	1,268		1,142		1,148		1,326		4,884		5,455
Technology and communications	3,879		3,763		3,475		3,390		14,507		11,489
General and administrative	4,367		1,870		3,525		2,748		12,510		11,324
Depreciation and amortization	1,708		1,710		1,747		1,789		6,954		6,026
Total operating expenses	$	43,293	$	39,928	$	39,190	$	38,428	$	160,839	$	203,940
Operating loss	$	(24,415)	$	(21,513)	$	(22,553)	$	(22,968)	$	(91,449)	$	(135,040)
Interest and other income (expenses):
Interest income (expenses), net	1,868		1,725		1,319		1,509		6,421		2,681
(Loss) gain from change in fair value of warrant liabilities	(3,750)		907		(3,790)		168		(6,465)		19,836
Other income, net	116		215		217		215		763		945
Total interest and other income (expenses)	$	(1,766)	$	2,847	$	(2,254)	$	1,892	$	719	$	23,462
Loss before provision for income taxes	$	(26,181)	$	(18,666)	$	(24,807)	$	(21,076)	$	(90,730)	$	(111,578)
Provision for income taxes	50		291		293		185		819		327
Net loss	$	(26,231)	$	(18,957)	$	(25,100)	$	(21,261)	$	(91,549)	$	(111,905)
Net loss attributable to noncontrolling interest	$	(435)	$	(609)	$	(211)	$	(73)	$	(1,328)	$	(46)
Net loss attributable to Forge Global Holdings, Inc.	$	(25,796)	$	(18,348)	$	(24,889)	$	(21,188)	$	(90,221)	$	(111,859)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic	$	(0.15)	$	(0.11)	$	(0.14)	$	(0.12)	$	(0.52)	$	(0.78)
Diluted	$	(0.15)	$	(0.11)	$	(0.14)	$	(0.12)	$	(0.52)	$	(0.80)
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic	175,225,761		173,957,880		173,289,549		171,816,522		173,402,167		143,839,981
Diluted	175,225,761		173,957,880		173,289,549		171,816,522		173,402,167		145,013,346

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FORGE GLOBAL HOLDINGS, INC.

Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)


	Three Months Ended								Year Ended
	December 31, 2023		September 30, 2023		June 30, 3023		March 31, 2023		December 31, 2023		December 31, 2022
Cash flows from operating activities:
Net loss	$	(26,231)	$	(18,957)	$	(25,100)	$	(21,261)	$	(91,549)	$	(111,905)
Adjustments to reconcile net loss including noncontrolling interest to net cash (used in) provided by operations:
Share-based compensation	8,891		9,233		8,809		7,401		34,334		57,924
Depreciation and amortization	1,707		1,711		1,747		1,789		6,954		6,026
Transaction expenses related to the Merger	—		—		—		—		—		3,132
Amortization of right-of-use assets	826		748		734		845		3,153		3,999
Loss on impairment of long lived assets	63		—		—		536		599		446
Bad debt reserve	(259)		358		49		122		270		433
Change in fair value of warrant liabilities	3,750		(907)		3,790		(168)		6,465		(19,836)
Change in fair value of contingent liability	1,377		(366)		1,534		—		2,545		—
Other	(625)		—		—		—		(625)		—
Settlement of related party promissory notes	—		—		—		—		—		5,517
Changes in operating assets and liabilities:
Accounts receivable	65		456		(1,448)		135		(792)		1,403
Prepaid expenses and other assets	428		1,371		(2,227)		2,446		2,018		(3,321)
Accounts payable	102		(89)		148		(1,377)		(1,216)		904
Accrued expenses and other liabilities	1,962		1,089		157		(403)		2,805		(788)
Accrued compensation and benefits	2,205		3,042		(783)		(6,731)		(2,267)		(7,911)
Operating lease liabilities	(833)		(1,236)		(1,032)		(1,049)		(4,150)		(4,829)
Net cash (used in) provided by operating activities	$	(6,572)	$	(3,547)	$	(13,622)	$	(17,715)	$	(41,456)	$	(68,806)
Cash flows from investing activities:
Receipts of term deposit maturities	2,115		—		—		—		2,115		—
Purchases of property and equipment	(414)		(14)		(28)		(71)		(527)		(220)
Purchases of term deposits	(6,568)		(515)		(2,665)		—		(9,748)		—
Purchases of intangible assets	—		—		—		—		—		(118)
Capitalized internal-use software development costs	—		—		—		—		—		(6,312)
Net cash used in investing activities	$	(4,867)	$	(529)	$	(2,693)	$	(71)	$	(8,160)	$	(6,650)
Cash flows from financing activities:
Proceeds from exercise of options, including proceeds from repayment of promissory notes	357		23		269		61		710		1,086
Taxes withheld and paid related to net share settlement of equity awards	(96)		—		—		(557)		(653)		—
Proceeds from the Merger	—		—		—		—		—		7,865
Proceeds from PIPE investment and A&R FPA investors	—		—		—		—		—		208,500
Payments for offering costs	—		—		—		—		—		(56,852)
Proceeds from exercise of Public Warrants	—		—		—		—		—		22,940
Formation of Forge Europe	—		—		—		—		—		9,488
Payments for redemption of Public Warrants	—		—		—		—		—		(165)
Net cash provided by financing activities	$	261	$	23	$	269	$	(496)	$	57	$	192,862
Effect of changes in currency exchange rates on cash and cash equivalents	536		(333)		(53)		228		378		1,155
Net increase in cash and cash equivalents	(10,642)		(4,386)		(16,099)		(18,054)		(49,181)		118,561
Cash, cash equivalents and restricted cash, beginning of the period	156,426		160,812		176,911		194,965		194,965		76,404
Cash, cash equivalents and restricted cash, end of the period	$	145,784	$	156,426	$	160,812	$	176,911	$	145,784	$	194,965

Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets
Cash and cash equivalents	$	144,722	$	155,127	$	159,526	$	175,268	$	144,722	$	193,136
Restricted cash	1,062		1,299		1,286		1,643		1,062		1,829
Total cash, cash equivalents and restricted cash, end of the period	$	145,784	$	156,426	$	160,812	$	176,911	$	145,784	$	194,965

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FORGE GLOBAL HOLDINGS, INC.

Reconciliation of GAAP to Non-GAAP Results

(In thousands of U.S. dollars)


	Three Months Ended								Year Ended
	December 31, 2023		September 30, 2023		June 30, 3023		March 31, 2023		December 31, 2023		December 31, 2022
Net loss attributable to Forge Global Holdings, Inc.	$	(25,796)	$	(18,348)	$	(24,889)	$	(21,188)	$	(90,221)	$	(111,859)
Add:
Interest (income) expense, net	(1,868)		(1,725)		(1,319)		(1,509)		(6,421)		(2,681)
Provision for (benefit from) income taxes	50		291		293		185		819		327
Depreciation and amortization	1,708		1,710		1,747		1,789		6,954		6,026
Net loss attributable to noncontrolling interest	(435)		(609)		(211)		(73)		(1,328)		(46)
Loss or impairment on long lived assets	63		—		—		536		599		446
Share-based compensation expense	8,891		9,233		8,809		7,401		34,334		57,924
Change in fair value of warrant liabilities	3,750		(907)		3,790		(168)		6,465		(19,836)
Acquisition-related transaction costs(1)	—		—		—		—		—		5,113
Transaction bonus(2)	—		—		—		—		—		17,735
Adjusted EBITDA	$	(13,637)	$	(10,355)	$	(11,780)	$	(13,027)	$	(48,799)	$	(46,851)

(1)Acquisition-related transaction costs represent charges involved in the merger between Forge Global, Inc. and Motive Capital Corp as further described in our Form 10-Q for the three months ended March 31, 2022 (the “Merger”), other business combinations, and strategic opportunities. These expenses include legal, accounting, and investment banking advisory services.

(2)Represents a one-time transaction bonus to certain executives as a result of the consummation of the Merger.

8 of 10

FORGE GLOBAL HOLDINGS, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

KEY OPERATING METRICS

(In thousands of U.S. dollars)

Key Business Metrics

We monitor the following key business metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

The tables below reflect period-over-period changes in our key business metrics, along with the percentage change between such periods. We believe the following business metrics are useful in evaluating our business:


	Three Months Ended
Dollars in thousands	December 31, 2023			September 30, 2023			Change			% Change
TRADING BUSINESS
Trades	435			567			(132)			(23)	%
Volume	$	250,414		$	234,141		$	16,273		7	%
Net Take Rate	3.2		%	3.0		%	0.2		%	7	%
Marketplace revenues, less transaction-based expenses	$	7,971		$	7,135		$	836		12	%


	Year Ended December 31,
Dollars in thousands	2023			2022			Change			% Change
TRADING BUSINESS
Trades	1,756			2,184			(428)			(20)	%
Volume	$	765,899		$	1,222,879		$	(456,980)		(37)	%
Net Take Rate	3.3		%	3.3		%	—		%	—	%
Marketplace revenues, less transaction-based expenses	$	25,359		$	40,182		$	(14,823)		(37)	%

•Trades are defined as the total number of orders executed by us and entities we have acquired buying and selling private stocks on behalf of private investors and shareholders. Increasing the number of orders is critical to increasing our revenue and, in turn, to achieving profitability.

•Volume is defined as the total sales value for all securities traded through our Forge Markets platform, which is the aggregate value of the issuer company’s equity attributed to both the buyer and seller in a trade and as such a $100 trade of equity between buyer and seller would be captured as $200 volume for us. Although we typically capture a commission on each side of a trade, we may not in certain cases due to factors such as the use of a third-party broker by one of the parties or supply factors that would not allow us to attract sellers of shares of certain issuers. Volume is influenced by, among other things, the pricing and quality of our services as well as market conditions that affect private company valuations, such as increases in valuations of comparable companies at IPO.

•Net Take Rates are defined as our marketplace revenues (previously called placement fee revenue), less transaction-based expenses (defined below), divided by Volume. These represent the percentage of fees earned by our marketplace on any transactions executed from the commission we charged on such transactions (less transaction-based expenses), which is a determining factor in our revenue. The Net Take Rate can vary based upon the service or product offering and is also affected by the average order size and transaction frequency. Transaction-based expenses represent fees incurred to support marketplace activities. These include, but are not limited to, those for fund management, fund and trade settlement, external broker fees and transfer fees.

9 of 10


	As of
Dollars in thousands	December 31, 2023		September 30, 2023		Change		% Change
CUSTODY BUSINESS
Total Custodial Accounts	2,078,868		2,023,756		55,112		3	%
Assets Under Custody	$	15,647,469	$	15,148,480	$	498,989	3	%


	As of
Dollars in thousands	December 31, 2023		December 31, 2022		Change		% Change
CUSTODY BUSINESS
Total Custodial Accounts	2,078,868		1,871,146		207,722		11	%
Assets Under Custody	$	15,647,469	$	14,870,257	$	777,212	5	%

•Total Custodial Accounts, previously called Billable Core and Platform Accounts, are defined as our direct customers’ existing or new custodial accounts that are funded, or unfunded accounts that are in the process of funding with active transfer activity on the account. These relate to our Custodial Administration fees revenue stream and are an important measure of our business as the number of Total Custodial Accounts is an indicator of our future revenues from certain account maintenance, transaction and sub-account fees.

•Assets Under Custody is the reported value of all client holdings held under our agreements, including cash submitted to us by the responsible party. These assets can be held at various financial institutions, issuers and in our vault. As the custodian of the accounts, we collect all interest and dividends, handle all fees and transactions and any other considerations for the assets concerned. Our fees are earned from the overall maintenance activities of all assets and are not charged on the basis of the dollar value of Assets Under Custody, but we believe that Assets Under Custody is a useful metric for assessing the relative size and scope of our business.

10 of 10

EX-99.2 3 forgeglobal-q42023supple.htm EX-99.2 forgeglobal-q42023supple

1 Supplemental Investor Information March 2024

2 Important Information As previously announced, on March 21, 2022, as contemplated by that certain Agreement and Plan of Merger, dated September 13, 2021 (the “Merger Agreement”), by and among Motive Capital Corp, a Cayman Islands exempted company (“Motive”), FGI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Motive (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge Global”), Motive changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), changing its name to “Forge Global Holdings, Inc.” (the “Company”), and following the Domestication, as contemplated by the Merger Agreement, Merger Sub merged with and into Forge Global, with Forge Global surviving the merger as a wholly owned subsidiary of the Company (together with the Domestication, the “Business Combination”). On March 25, 2022, the Company filed a Current Report on Form 8-K (the “Form 8-K”) which, among other things, included the audited financial statements (and notes thereto) of Forge Global as of and for the fiscal years ended December 31, 2021 and 2020 (the “Forge Global 2021 Financial Statements”), Management’s Discussion and Analysis of Financial Condition and Results of Operations for Forge Global for the years ended December 31, 2021 and 2020 (the “Forge Global 2021 MD&A”), and Unaudited Pro Forma Condensed Combined Financial Information of Motive and Forge Global as of and for the year ended December 31, 2021 giving effect to the Business Combination and related transactions (the “Pro Forma Financial Information,” and together with the Forge Global 2021 Financial Statements, Forge Global 2021 MD&A, and Pro Forma Financial Information, the “2021 Financial Information”). In addition, the Company issued press releases announcing its results for the periods and on the dates detailed below, which include certain quarterly or annual financial information and key business metrics (collectively, the “Earnings Releases”). The Company also filed or will file corresponding Quarterly Reports on Form 10-Q (each, a “Quarterly Report”) and Annual Reports on Form 10-K (each, an “Annual Report”) for the periods and on the dates detailed below. Among other things, such filings included or will include the interim unaudited or audited financial statements (and notes thereto) of the Company and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Company for such periods (collectively, the “Periodic Filings”). • Quarter ended March 31, 2022: Press release filed on May 16, 2022. Quarterly Report filed on May 16, 2022. • Quarter ended June 30, 2022: Press release filed on August 11, 2022. Quarterly Report filed on August 12, 2022. • Quarter ended September 30, 2022: Press release filed on November 9, 2022. Quarterly Report filed on November 14, 2022. • Quarter and year ended December 31, 2022: Press release filed on February 28, 2023. Annual Report filed on March 1, 2023. • Quarter ended March 31, 2023: Press release filed on May 9, 2023. Quarterly Report filed on May 9, 2023. • Quarter ended June 30, 2023: Press release filed on August 8, 2023. Quarterly Report filed on August 8, 2023. • Quarter ended September 30, 2023: Press release filed on November 7, 2023. Quarterly Report filed on November 7, 2023. • Quarter and year ended December 31, 2023: Press release filed on March 26, 2024. Annual Report to be filed on or around such date. To further assist investors, the Company is furnishing the following additional financial information, key business metrics, and data (the “Supplemental Information”). The following Supplemental Information is unaudited, has not been reviewed by the Company’s independent registered public accounting firm, and is subject to change. The Supplemental Information is qualified by in its entirety, and should be read in conjunction with, 1) the 2021 Financial Information, 2) the Earnings Releases, and 3) the Periodic Filings.

3 Use of Non-GAAP Financial Information In addition to its financial results determined in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the Company presents Adjusted EBITDA, a non-GAAP financial measure. The Supplemental Information includes Adjusted EBITDA, a non-GAAP financial measure. The Company uses Adjusted EBITDA to evaluate its ongoing operations and for internal planning and forecasting purposes. The Company believes that Adjusted EBITDA, when taken together with the corresponding GAAP financial measure, provides meaningful supplemental information regarding its performance by excluding specific financial items that have less bearing on its core operating performance. The Company considers Adjusted EBITDA to be an important measure because it helps illustrate underlying trends in its business and its historical operating performance on a more consistent basis. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in the Company’s industry, may calculate similarly titled non- GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. A reconciliation is provided in the Supplemental Information for Adjusted EBITDA to net income (loss), the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review Adjusted EBITDA and the reconciliation of Adjusted EBITDA to net income (loss), and not to rely on any single financial measure to evaluate the Company’s business. The Company defines Adjusted EBITDA as net loss, adjusted to exclude: (i) interest expense, net, (ii) provision for or benefit from income taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) change in fair value of warrant liabilities, (vi) acquisition-related transaction costs, and (vii) other significant gains, losses, and expenses (such as impairments, transaction bonus) the Company believes are not indicative of its ongoing results. Forward-Looking Statements The Supplemental Information may contain “forward-looking statements,” which generally are accompanied by words such as “believe,” “may,” ”could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict, indicate, or relate to future events or trends or the Company’s future financial or operating performance, or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs regarding its financial position and operating performance, as well as future opportunities for the Company to expand its business. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by the Company and its management, are subject to risks and uncertainties that may cause actual results to differ materially from current expectations. You should carefully consider the risks and uncertainties described in the Company’s documents filed, or to be filed, with the SEC, including but not limited to the Periodic Filings. There may be additional risks that the Company presently does not know of or that it currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans, or forecasts of future events and views as of the date of this Supplemental Information. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Supplemental Information. Accordingly, undue reliance should not be placed upon the forward-looking statements.

4 (1) Please note that we have renamed a category of our revenue, previously described as Placement Fee revenue, to Marketplace revenue in order to align with the types of revenue included in this category. For more information on this change, please see our Annual Report for the quarter and year ended December 31, 2023 to be filed on or around the date of this Supplemental Information. Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 2021 2022 2023 FINANCIAL INFORMATION ($ in 000s unless otherwise stated) Operating Results Marketplace revenues(1) 14,585$ 10,951$ 8,227$ 6,902$ 4,632$ 5,723$ 7,283$ 8,152$ 107,723$ 40,665$ 25,790$ Custodial administration fees 5,437 5,689 7,673 9,919 10,847 10,997 11,280 10,907 20,333 28,718 44,031 Transaction-based expenses (132) (178) (86) (87) (19) (83) (148) (181) (3,034) (483) (431) Total revenues, less transaction-based expenses 19,890$ 16,462$ 15,814$ 16,734$ 15,460$ 16,637$ 18,415$ 18,878$ 125,022$ 68,900$ 69,390$ Total operating expenses 58,641$ 42,510$ 58,250$ 44,539$ 38,428$ 39,190$ 39,928$ 43,293$ 134,811$ 203,940$ 160,839$ Operating loss (38,751)$ (26,048)$ (42,436)$ (27,805)$ (22,968)$ (22,553)$ (21,513)$ (24,415)$ (9,789)$ (135,040)$ (91,449)$ Net loss (64,424)$ (5,119)$ (16,198)$ (26,164)$ (21,261)$ (25,100)$ (18,957)$ (26,231)$ (18,499)$ (111,905)$ (91,549)$ Net loss attributable to Noncontrolling interest -$ -$ -$ (46)$ (73)$ (211)$ (609)$ (435)$ -$ (46)$ (1,328)$ Net loss attributable to Forge Global Holdings (64,424)$ (5,119)$ (16,198)$ (26,118)$ (21,188)$ (24,889)$ (18,348)$ (25,796)$ (18,499)$ (111,859)$ (90,221)$ Adjusted EBITDA (7,053)$ (12,274)$ (13,273)$ (14,251)$ (13,027)$ (11,780)$ (10,355)$ (13,637)$ 8,761$ (46,851)$ (48,799)$ Non-GAAP Adjusted EBITDA Reconciliation Net loss attributable to Forge Global Holdings (64,424)$ (5,119)$ (16,198)$ (26,118)$ (21,188)$ (24,889)$ (18,348)$ (25,796)$ (18,499)$ (111,905)$ (90,221)$ (+) Interest expense (income), net (21) (266) (874) (1,520) (1,509) (1,319) (1,725) (1,868) 2,307 (2,681) (6,421) (+) Provision for (benefit from) income taxes 123 35 48 121 185 293 291 50 386 327 819 (+) Depreciation and amortization 1,082 2,021 1,428 1,495 1,789 1,747 1,710 1,708 5,390 6,026 6,954 (+) Net loss attributable from non-controlling interest - - - (46) (73) (211) (609) (435) - (46) (1,328) (+) Loss on impairment of long lived assets 265 181 - - 536 - - 63 - 446 599 (+) Share-based compensation 8,522 10,740 26,712 11,950 7,401 8,809 9,233 8,891 12,231 57,924 34,334 (+) Change in fair value of w arrant liabilities 25,959 (20,558) (25,210) (27) (168) 3,790 (907) 3,750 6,064 (19,836) 6,465 (+) Acquisition-related transaction costs 3,706 692 821 (106) - - - - 882 5,113 - (+) Transaction bonus 17,735 - - - - - - - - 17,735 - Adjusted EBITDA (7,053)$ (12,274)$ (13,273)$ (14,251)$ (13,027)$ (11,780)$ (10,355)$ (13,637)$ 8,761$ (46,897)$ (48,799)$

5 (2) Key business metrics and other business metrics as of and for the full year and quarterly periods of 2021, 2022, and 2023, respectively, are based on actual results of operations; key business metrics and other business metrics presented for the last-twelve-months (LTM) periods through the third quarter of 2021 are prepared on a pro-forma basis, which combines the metrics from Forge and SharesPost’s brokerage businesses as if the SharesPost acquisition had occurred at the beginning of the fiscal year 2020. (3) Represents end of period value. Includes both CaaS and Alt IRA accounts. (4) Number of distinct companies in whose shares at least one buy or sell IOI, or indication of interest, was created in this period. (5) Custodial cash represents amounts on deposit with financial institutions for the benefit of the Company's custodial accounts. Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 2021 2022 2023 KEY BUSINESS METRICS ($ in 000s unless otherwise stated) (2) Trading Business Marketplace revenues, less transaction-based expenses - LTM 92,609$ 72,052$ 57,834$ 40,182$ 30,342$ 25,209$ 24,203$ 25,359$ 104,689$ 40,182$ 25,359$ Number of trades - LTM 3,972 3,232 2,636 2,184 1,894 1,712 1,853 1,756 4,890 2,184 1,756 Number of trades - Period 596 630 426 532 306 448 567 435 4,890 2,184 1,756 Transaction volume ($B) - LTM 2.84$ 2.26$ 1.81$ 1.22$ 0.93$ 0.75$ 0.76$ 0.77$ 3.18$ 1.22$ 0.77$ Transaction volume ($B) - Period 0.42$ 0.33$ 0.23$ 0.25$ 0.13$ 0.15$ 0.23$ 0.25$ 3.18$ 1.22$ 0.77$ Net take rate - LTM 3.3% 3.2% 3.2% 3.3% 3.3% 3.3% 3.2% 3.3% 3.3% 3.3% 3.3% Net take rate - Period 3.5% 3.2% 3.6% 2.8% 3.6% 3.7% 3.0% 3.2% 3.3% 3.3% 3.3% Custody Business Total custodial accounts (3) 2,228,101 1,739,838 1,811,774 1,871,146 1,937,248 1,970,617 2,023,756 2,078,868 2,124,677 1,871,146 2,078,868 Assets under custody ($B) (3) 14.9$ 15.3$ 15.0$ 14.9$ 14.8$ 15.3$ 15.1$ 15.6$ 14.3$ 14.9$ 15.6$ OTHER BUSINESS METRICS (2) Distinct private companies transacted in - LTM 222 196 191 191 163 148 154 154 Distinct private companies transacted in - Period 115 90 77 76 60 75 82 78 Total number of issuers w ith IOIs (4) 476 463 478 436 492 486 502 485 Custodial cash balance ($MM) (5) 689$ 680$ 685$ 635$ 574$ 550$ 518$ 505$