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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): July 30, 2025
Forge Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-39794
99-4383083
(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 July 30, 2025, Forge Global Holdings, Inc. (the “Company”) issued a press release announcing its results for the quarter ended June 30, 2025, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
99.2
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: July 30, 2025
By: /s/ Kelly Rodriques
Name: Kelly Rodriques
Title: Chief Executive Officer

EX-99.1 2 frge-earningsreleaseq2fy25.htm EX-99.1 Document


Exhibit 99.1
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Forge Global Holdings, Inc. Reports Second Quarter Fiscal Year 2025 Results

•1H25 Total Revenues Less Transaction-Based Expenses increased 28% year-over-year to $52.7 million on strength of second consecutive quarter of record revenue as a public company.

•2Q25 Total Revenues Less Transaction-Based Expenses increased 10% quarter-over-quarter to $27.6 million from $25.1 million.

•1H25 Net Loss declined 1% year-over-year to $32.8 million and increased 2% quarter-over-quarter in 2Q25 to $16.6 million.

•1H25 Adjusted EBITDA loss improved 33% year-over-year from $21.4 million to $14.3 million.

•2Q25 Adjusted EBITDA loss of $5.4 million, lowest as a public company.

•1H25 Trading Volume increased to $1.4 billion up 110% year-over-year, exceeding full year 2024 trading volume.


SAN FRANCISCO – July 30, 2025 – Forge Global Holdings, Inc. (“Forge”) (NYSE: FRGE), a leading provider of marketplace infrastructure, data services, and technology and investment solutions for the private market, today announced its financial results for the quarter ended June 30, 2025.

“Q2 marked a milestone quarter for Forge as we launched our new marketplace experience on our Next Generation Platform and achieved our second consecutive record quarter in terms of revenue, and our narrowest quarterly EBITDA loss since going public,” said Kelly Rodriques, CEO of Forge. “Across four key verticals — trading, data, custody, and wealth — we see accelerating demand for the modern private market infrastructure that Forge is delivering. Forge is strategically positioned at the intersection of these trends — and our Next Generation Strategy is designed to address this opportunity.”
“We expect second half year-over-year organic revenue and Adjusted EBITDA growth rates to continue inline with the year-over-year growth rates we have seen in the first half,” said James Nevin, CFO of Forge. “Revenues in Q3 are generally lower than Q2 and Q4 driven by seasonality.”

Financial Highlights for the Second Quarter of 2025

Revenue: Total revenues less transaction-based expenses were $27.6 million compared to $25.1 million, a 10% increase quarter-over-quarter, and Forge’s second consecutive highest revenue quarter as a public company.

Operating Loss: Total operating loss improved to $12.8 million from $16.5 million in the prior quarter.

Net Loss: Net loss was $16.6 million compared to $16.2 million in the prior quarter.

Adjusted EBITDA: Total Adjusted EBITDA loss improved to $5.4 million from $8.9 million in the prior quarter, Forge’s lowest Adjusted EBITDA loss as a public company.

Earnings Per Share (EPS): Second quarter EPS attributable to Forge was $(1.34) and Adjusted EPS was $(0.99).

Cash Flow from Operating Activities: Net cash used in operating activities was $7.8 million compared to $12.8 million in the prior quarter.
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Available Liquidity: Cash and cash equivalents and investments as of June 30, 2025 were $81.8 million.

Share Count: Basic weighted-average number of shares used to compute net loss per share attributable to common stockholders, after adjusting for the Reverse Stock Split, for the quarter ended June 30, 2025, was 12,474,069 shares and fully diluted outstanding share count as of June 30, 2025 was 13,080,129 shares.

Forge estimates for the quarter ending September 30, 2025 that it will have 12,478,622 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 restricted stock units, 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.

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

KPIs for the Second Quarter 2025

•Trading Volume increased from $692.4 million to $756.1 million, up 9% quarter-over-quarter and 77% over the prior year quarter.

•Net Take Rate increased from 2.3% to 2.4% quarter-over-quarter.

•Total Marketplace revenues, less transaction-based expenses, increased from $15.8 million to $18.5 million, up 17% quarter-over-quarter.

•Total Custodial Accounts increased from 2.5 million to 2.6 million, up 4% quarter-over-quarter.

•Total Assets Under Custody increased from $17.6 billion to $18.1 billion, up 3% quarter-over-quarter.

•Total Custodial Client Cash went from $460 million to $440 million, declining 4% quarter-over-quarter.

•Total Custodial Administration Fee revenues, less transaction-based expenses, decreased from $9.3 million to $9.1 million, down 2% quarter-over-quarter.

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 Global Launches Next Generation Marketplace, Delivering a Smarter Way to Trade Private Stock: On June 26, 2025, Forge introduced its Next Generation Marketplace—the first major release on Forge’s new API-first Next Generation Platform. The marketplace delivers a smarter way to discover, evaluate, and execute private market trades, transforming what historically has been a manual, opaque process into an intuitive, data-rich and more automated experience.

•Forge Global Partners with Fortune to Launch Private Market Lists and Rankings: On June 26, 2025, Forge announced it will partner with Fortune Media to launch a new series of lists and rankings dedicated to the private market, powered by proprietary private market data from Forge. By combining Forge’s robust dataset — built on thousands of private company transactions, hundreds of thousands of investor signals and Forge’s proprietary pricing methodologies — with Fortune’s respected editorial expertise, these rankings will surface powerful trends and untold stories shaping the future of global business.
•Forge Global Expands Investment Management and Wealth Capability with Completion of Accuidity Acquisition: Two days after the close of Q2, Forge announced that it had completed its previously announced acquisition of Accuidity, LLC (“Accuidity”), a specialized asset management firm focused on private market investing,
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in a simultaneous sign and close transaction. Forge believes that this acquisition marks a significant step forward in Forge’s long-term strategic vision to deliver private market access more broadly and to serve as a valuable contributor to the capital ecosystem of high-growth private companies.

Webcast/Conference Call Details

Forge will host a webcast conference call today, July 30, 2025, at 8:00 a.m. Eastern Time / 5:00 a.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, as well as the slides shown during the call, will be made available on the Investor Relations page of Forge’s website at https://ir.forgeglobal.com. 

Use of Non-GAAP Financial Information

In addition to Forge’s financial results determined in accordance with generally accepted accounting principles in the United States of America ("GAAP"), Forge presents Adjusted EBITDA and Adjusted EPS, non-GAAP financial measures. Forge uses these non-GAAP financial measures to evaluate its ongoing operations and for internal planning and forecasting purposes. Forge believes these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding its performance by excluding specific financial items that have less bearing on its core operating performance. Forge considers Adjusted EBITDA and Adjusted EPS to be important measures because they help illustrate underlying trends in its business and 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 Forge’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 as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net loss attributable to common stockholders, the most directly comparable financial measure stated in accordance with GAAP and Adjusted EPS to EPS. Investors are encouraged to review Adjusted EBITDA and Adjusted EPS and the respective reconciliations and not to rely on any single financial measure to evaluate Forge’s business.

Forge defines Adjusted EBITDA as net loss attributable to Forge Global Holdings, Inc., adjusted to exclude: (i) net loss attributable to noncontrolling interest, (ii) provision for income taxes, (iii) depreciation and amortization, (iv) share-based compensation expense, (v) interest income, (vi) change in fair value of warrant liabilities, and (vii) other significant gains, losses, and expenses such as impairments, acquisition-related transaction and reorganization costs that Forge believes are not indicative of its ongoing results.

Forge defines Adjusted EPS as net loss attributable to Forge Global Holdings, Inc., adjusted to exclude: (i) net change in fair value of warrant liabilities and (ii) the tax effect of the adjustment at Forge’s effective tax rate from continuing operations divided by the weighted average shares outstanding for the respective periods.

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. 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.
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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 (NYSE: FRGE) is a leading provider of marketplace infrastructure, data services and technology and investment solutions for the private market. Forge Securities LLC is a registered broker-dealer and a member of FINRA that operates an alternative trading system.

Contacts

Investor Relations Contact:
Idalia Rodriguez, Arbor Advisory Group (1) Amounts have been adjusted to reflect the Reverse Stock Split.
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)
June 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 54,310  $ 105,140 
Restricted cash 1,138  1,116 
Accounts receivable, net 8,119  4,706 
Prepaid expenses and other current assets 10,020  8,205 
Investments 26,393  — 
Total current assets $ 99,980  $ 119,167 
Internal-use software, property and equipment, net 1,557  2,920 
Goodwill and other intangible assets, net 126,055  126,456 
Operating lease right-of-use assets 3,985  5,107 
Payment-dependent notes receivable 9,604  7,412 
Other assets, noncurrent 1,664  2,444 
Total assets $ 242,845  $ 263,506 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable 2,744  1,941 
Accrued compensation and benefits 13,600  13,430 
Accrued expenses and other current liabilities 6,765  6,310 
Operating lease liabilities, current 2,032  3,463 
Total current liabilities $ 25,141  $ 25,144 
Payment-dependent notes payable 9,604  7,412 
Operating lease liabilities, noncurrent 3,231  3,694 
Warrant liabilities 4,436  192 
Other liabilities, noncurrent 329  322 
Total liabilities $ 42,741  $ 36,764 
Commitments and contingencies
Stockholders' equity (1):
Common stock, $0.0001 par value; 133,333 shares authorized; 12,411 and 12,427 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
Treasury stock, at cost; 10 shares as of both June 30, 2025 and December 31, 2024, respectively
(625) (625)
Additional paid-in capital 575,676  570,606 
Accumulated other comprehensive income 1,193  572 
Accumulated deficit (379,864) (346,972)
Total Forge Global Holdings, Inc. stockholders’ equity $ 196,381  $ 223,582 
Noncontrolling Interest 3,723  3,160 
Total stockholders’ equity $ 200,104  $ 226,742 
Total liabilities and stockholders’ equity $ 242,845  $ 263,506 
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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 Six Months Ended
June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Revenues:
Marketplace revenue $ 18,597  $ 15,997  $ 11,679  $ 34,594  $ 20,199 
Custodial administration fees
9,142  9,299  10,603  18,441  21,325 
  Total revenues
$ 27,739  $ 25,296  $ 22,282  $ 53,035  $ 41,524 
Transaction-based expenses:
Transaction-based expenses (155) (192) (256) (347) (285)
Total revenues, less transaction-based expenses
$ 27,584  $ 25,104  $ 22,026  $ 52,688  $ 41,239 
Operating expenses:
Compensation and benefits
27,193  29,491  28,784  56,684  58,627 
Technology and communications
4,667  4,349  2,649  9,016  5,709 
Professional services
1,204  2,332  1,605  3,536  3,822 
General and administrative
2,144  2,254  2,508  4,398  7,570 
Advertising and market development
1,528  1,215  1,243  2,743  2,333 
Acquisition-related transaction costs
1,988  —  —  1,988  — 
Depreciation and amortization
909  986  1,781  1,895  3,597 
Rent and occupancy
786  946  1,107  1,732  2,242 
Total operating expenses
$ 40,419  $ 41,573  $ 39,677  $ 81,992  $ 83,900 
Operating loss
$ (12,835) $ (16,469) $ (17,651) $ (29,304) $ (42,661)
Interest and other income:
Interest income
803  1,042  1,495  1,845  3,204 
Change in fair value of warrant liabilities
(4,434) 191  2,280  (4,243) 6,727 
Other income, net
76  54  94  130  170 
Total interest and other (expense) income $ (3,555) $ 1,287  $ 3,869  $ (2,268) $ 10,101 
Loss before provision for income taxes
$ (16,390) $ (15,182) $ (13,782) $ (31,572) $ (32,560)
Provision for income taxes
189  1,016  258  1,205  474 
Net loss
$ (16,579) $ (16,198) $ (14,040) $ (32,777) $ (33,034)
Net income (loss) attributable to noncontrolling interest $ 141  $ (26) $ (316) $ 115  $ (686)
Net loss attributable to Forge Global Holdings, Inc.
$ (16,720) $ (16,172) $ (13,724) $ (32,892) $ (32,348)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic $ (1.34) $ (1.29) $ (1.13) $ (2.63) $ (2.67)
Diluted $ (1.34) $ (1.29) $ (1.13) $ (2.63) $ (2.67)
Weighted-average shares used in computing net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic 12,474  12,534  12,179  12,503  12,112 
Diluted 12,474  12,534  12,179  12,503  12,112 

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FORGE GLOBAL HOLDINGS, INC.
Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Three Months Ended Six Months Ended
June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Cash flows from operating activities:
Net loss $ (16,579) $ (16,198) $ (14,040) (32,777) $ (33,034)
Adjustments to reconcile net loss to net cash used in operations:
Share-based compensation 3,436  6,519  7,859  9,955  17,326 
Depreciation and amortization 746  941  1,781  1,687  3,597 
Amortization of right-of-use assets 509  613  662  1,122  1,305 
Loss on impairment of long lived assets —  —  —  —  186 
Allowance for doubtful accounts 99  170  107  269  216 
Change in fair value of warrant liabilities 4,434  (191) (2,280) 4,243  (6,727)
Other (6) —  (2) (10)
Changes in operating assets and liabilities:
Accounts receivable (2,365) (1,317) 923  (3,682) (673)
Prepaid expenses and other assets (1,523) 506  (5,353) (1,017) (4,228)
Accounts payable 363  461  (1,004) 824  62 
Accrued expenses and other liabilities 100  396  (4,636) 496  (1,854)
Accrued compensation and benefits 4,004  (3,833) 2,041  171  (1,926)
Operating lease liabilities (990) (904) (491) (1,894) (1,046)
Net cash used in operating activities $ (7,772) $ (12,833) $ (14,431) $ (20,605) $ (26,806)
Cash flows from investing activities:
Maturity of investments and term deposits 14,673  534  6,559  15,207  6,559 
Purchases of investments and term deposits (19,397) (22,012) —  (41,409) — 
Purchases of property and equipment (100) (51) (267) (151) (667)
Net cash provided by (used in) investing activities $ (4,824) $ (21,529) $ 6,292  $ (26,353) $ 5,892 
Cash flows from financing activities:
Proceeds from exercise of options 47  26  235  73  461 
Taxes withheld and paid related to net share settlement of equity awards (170) (679) (1,135) (849) (3,437)
Share buyback (4,139) —  —  (4,139) — 
Cash paid for fractional shares related to stock split (4) —  —  (4) — 
Net cash used in financing activities $ (4,266) $ (653) $ (900) $ (4,919) $ (2,976)
Effect of changes in currency exchange rates on cash and cash equivalents 711  358  (78) 1,069  (331)
Net decrease in cash and cash equivalents (16,151) (34,657) (9,117) (50,808) (24,221)
Cash, cash equivalents and restricted cash, beginning of the period 71,599  106,256  130,681  106,256  145,785 
Cash, cash equivalents and restricted cash, end of the period $ 55,448  $ 71,599  $ 121,564  $ 55,448  $ 121,564 
Reconciliation of cash, cash equivalents and restricted cash to the amounts reported within the consolidated balance sheets
Cash and cash equivalents 54,310  70,472  120,475  54,310  120,475 
Restricted cash 1,138  1,127  1,089  1,138  1,089 
Total cash, cash equivalents and restricted cash, end of the period $ 55,448  $ 71,599  $ 121,564  $ 55,448  $ 121,564 
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FORGE GLOBAL HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Results
(In thousands of U.S. dollars) 
Three Months Ended Six Months Ended
June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net loss attributable to Forge Global Holdings, Inc. $ (16,720) $ (16,172) $ (13,724) $ (32,892) $ (32,348)
Add:
Interest expense, net (803) (1,042) (1,495) (1,845) (3,204)
Provision for income taxes 189  1,016  258  1,205  474 
Depreciation and amortization 909  986  1,781  1,895  3,597 
Net loss attributable to noncontrolling interest 141  (26) (316) 115  (686)
Loss or impairment on long lived assets —  —  —  —  186 
Share-based compensation expense 3,436  6,519  7,859  9,955  17,326 
Change in fair value of warrant liabilities 4,434  (191) (2,280) 4,243  (6,727)
Acquisition-related transaction costs 1,988  —  —  1,988  — 
Other 993  —  —  993  — 
Adjusted EBITDA $ (5,433) $ (8,910) $ (7,917) $ (14,343) $ (21,382)
Three Months Ended Six Months Ended
June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net loss attributable to Forge Global Holdings, Inc.
$ (16,720) $ (16,172) $ (13,724) $ (32,892) $ (32,348)
Add:
Change in fair value of warrant liabilities 4,434  (191) (2,280) 4,243  (6,727)
Income tax (expense) benefit of adjustment
(50) 13  48  (160) 108 
Adjusted net loss attributable to Forge Global Holdings, Inc.
$ (12,336) $ (16,350) $ (15,956) $ (28,809) $ (38,967)
Weighted average shares - basic and diluted 12,474  12,534  12,179  12,503  12,112 
EPS - basic and diluted
$ (1.34) $ (1.29) $ (1.13) $ (2.63) $ (2.67)
Adjusted EPS - basic and diluted $ (0.99) $ (1.30) $ (1.31) $ (2.30) $ (3.22)


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SUPPLEMENTAL FINANCIAL INFORMATION
KEY OPERATING METRICS
(In thousands of U.S. dollars)
Key Business Metrics 

Forge monitors the following key business metrics to help evaluate its business, identify trends affecting its business, formulate business plans, and make strategic decisions.

The tables below reflect period-over-period changes in Forge’s key business metrics, along with the percentage change between such periods. Forge believes the following business metrics are useful in evaluating its business:

Three Months Ended Six Months Ended
Dollars in thousands June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
MARKETPLACE SOLUTIONS
Trades 927  963 831 1,890 1,436
Volume $ 756,110  $ 692,391  $ 426,318  $ 1,448,501  $ 688,856 
Net Take Rate 2.4  % 2.3  % 2.7  % 2.4  % 2.9  %
Marketplace revenues, less transaction-based expenses $ 18,490  $ 15,831  $ 11,423  $ 34,321  $ 19,914 
Average trade size (volume/trades) $ 816  $ 719  $ 513  $ 766  $ 480 

•Trades are defined as the total number of orders executed by Forge on behalf of private investors and shareholders. Increasing the number of orders is critical to increasing Forge’s revenue and, in turn, to achieving profitability.

•Volume is defined as the total sales value for all securities traded through the Forge marketplace, 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 Forge. Although Forge typically captures a commission on each side of a trade, Forge 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 Forge to attract sellers of shares of certain issuers. Volume is influenced by, among other things, the pricing and quality of Forge’s 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 Forge’s marketplace revenues, less markets-related transaction-based expenses, divided by Volume. These represent the percentage of fees earned by the Forge marketplace on any transactions executed from the commission Forge charged on such transactions less transaction-based expenses, which is a determining factor in Forge’s 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.
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As of or for the Three Months Ended
Dollars in thousands June 30, 2025 March 31, 2025 December 31, 2024
CUSTODY SOLUTIONS
Total Custodial Accounts 2,598,846  2,508,443  2,376,099 
Assets Under Custody $ 18,132,637  $ 17,635,034  $ 16,897,318 
Custodial Client Cash $ 440,278  $ 459,685  $ 482,946 
Custodial administration fees, less transaction-based expenses $ 9,094  $ 9,273  $ 9,839 

•Total Custodial Accounts are defined as Forge clients’ custodial accounts that are established on Forge’s platform and billable. These relate to Forge’s Custodial Administration fees revenue stream and are an important measure of Forge’s business as the number of Total Custodial Accounts is an indicator of Forge’s future revenues from certain account maintenance, transaction and cash administration fees.

•Assets Under Custody is the reported value of all client holdings held under Forge’s agreements, including cash submitted to Forge by the responsible party. These assets can be held at various financial institutions, issuers and in Forge’s vault. As the custodian of the accounts, Forge collects all interest and dividends, handles all fees and transactions and any other considerations for the assets concerned. 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 Forge believes that Assets Under Custody is a useful metric for assessing the relative size and scope of its business.

•Custodial Client Cash, previously called Custodial Cash Balance, is a component of Assets Under Custody representing the value of cash held on behalf of clients held under Forge’s agreements. These assets are held at various financial institutions. Fees are earned from the administration activities performed with respect to these balances. The amount of Custodial Client Cash is a determining factor in Forge’s revenue.

Please note that starting in the first quarter of 2025, Forge has added Custodial Client Cash as a key business metric for its custody solution as cash administration fee revenue is highly correlated to this metric. Custodial Client Cash has been provided as a metric in Forge’s quarterly supplemental information furnished with the SEC since the third quarter of 2022 and was previously called Custodial Cash Balance. Forge has not adjusted methodology, assumptions, or otherwise changed any aspects of this metric and it is comparable to prior period presentations of Custodial Cash Balance in Forge’s quarterly supplemental information. Custodial Client Cash represents the value of cash held on behalf of clients held under Forge’s custody solution agreements. Forge believes that disclosing Custodial Client Cash provides investors with valuable insight into custody solution revenue as cash administration fees currently make up the majority of Forge’s custodial administration fee revenue. Cash administration fees are based on prevailing interest rates and custodial client cash balances.
Forge has included Custodial Client Cash balances for all periods presented to facilitate comparability and trend analysis.
10
EX-99.2 3 a2025q2supplementalfinal.htm EX-99.2 a2025q2supplementalfinal
1 Supplemental Investor Information July 2025


 
2 Important Information Forge Global Holdings, Inc. (the “Company”) issues press releases announcing its financial results, which include certain quarterly or annual financial information and key business metrics (collectively, the “Earnings Releases”). The Company also files corresponding Quarterly Reports on Form 10-Q (each, a “Quarterly Report”) and Annual Reports on Form 10-K (each, an “Annual Report”). Among other things, such filings 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”). 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 the Earnings Releases and the Periodic Filings.


 
3 Use of Non-GAAP Financial Information In addition to our financial results determined in accordance with generally accepted accounting principles in the United States ("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. 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 define Adjusted EBITDA as net loss attributable to Forge Global Holdings, Inc., adjusted to exclude: (i) net loss attributable to noncontrolling interest, (ii) provision for income taxes, (iii) interest (income) expense, net, (iv) depreciation and amortization, (v) share-based compensation expense, (vi) change in fair value of warrant liabilities, and (vii) other significant gains, losses, and expenses such as impairments or acquisition-related transaction costs that we believe are not indicative of our ongoing results. Use of Third-Party Data Certain information contained in this presentation is based on publicly available data obtained from third parties unaffiliated with the Company. The use of such third-party data does not, and is not intended to, imply a relationship between the Company and any such third parties. While the Company believes such information forms a reasonable basis for the contents of this presentation, such information may be limited or incomplete. The Company makes no guarantee as to the accuracy or reliability of such information, and this presentation should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. 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 Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 2022 2023 2024 FINANCIAL INFORMATION ($ in 000s unless otherwise stated) Operating Results Marketplace revenues 7,283$ 8,152$ 8,520$ 11,679$ 8,713$ 8,628$ 15,997$ 18,597$ 40,665$ 25,790$ 37,540$ Custodial administration fees 11,280 10,907 10,722 10,603 10,503 9,961 9,299 9,142 28,718 44,031 41,789 Transaction-based expenses (148) (181) (29) (256) (73) (316) (192) (155) (483) (431) (674) Total revenues, less transaction-based expenses 18,415$ 18,878$ 19,213$ 22,026$ 19,143$ 18,273$ 25,104$ 27,584$ 68,900$ 69,390$ 78,655$ Total operating expenses 39,928$ 43,293$ 44,223$ 39,677$ 40,046$ 36,972$ 41,573$ 40,419$ 203,940$ 160,839$ 160,918$ Operating loss (21,513)$ (24,415)$ (25,010)$ (17,651)$ (20,903)$ (18,699)$ (16,469)$ (12,835)$ (135,040)$ (91,449)$ (82,263)$ Net loss (18,957)$ (26,231)$ (18,994)$ (14,040)$ (18,844)$ (15,965)$ (16,198)$ (16,579)$ (111,905)$ (91,549)$ (67,843)$ Net loss attributable to Noncontrolling interest (609)$ (435)$ (370)$ (316)$ (502)$ (322)$ (26)$ 141$ (46)$ (1,328)$ (1,510)$ Net loss attributable to Forge Global Holdings (18,348)$ (25,796)$ (18,624)$ (13,724)$ (18,342)$ (15,643)$ (16,172)$ (16,720)$ (111,859)$ (90,221)$ (66,333)$ Adjusted EBITDA (10,355)$ (13,637)$ (13,465)$ (7,917)$ (11,414)$ (10,881)$ (8,910)$ (5,433)$ (46,851)$ (48,799)$ (43,677)$ Non-GAAP Adjusted EBITDA Reconciliation Net loss attributable to Forge Global Holdings, Inc (18,348)$ (25,796)$ (18,624)$ (13,724)$ (18,342)$ (15,643)$ (16,172)$ (16,720)$ (111,859)$ (90,221)$ (66,333)$ (+) Net loss attributable to non-controlling interest (609) (435) (370) (316) (502) (322) (26) 141 (46) (1,328) (1,510) (+) Provision for income taxes 291 50 216 258 298 294 1,016 189 327 819 1,066 (+) Interest (income) expense, net (1,725) (1,868) (1,709) (1,495) (1,307) (1,164) (1,042) (803) (2,681) (6,421) (5,675) (+) Depreciation and amortization 1,710 1,708 1,816 1,781 1,748 1,313 986 909 6,026 6,954 6,658 (+) Share-based compensation expense 9,233 8,891 9,467 7,859 7,622 5,541 6,519 3,436 57,924 34,334 30,489 (+) Change in fair value of warrant liabilities (907) 3,750 (4,447) (2,280) (931) (1,766) (191) 4,434 (19,836) 6,465 (9,424) (+) Impairment of right-of-use assets - - 186 - - 866 - - 283 - 1,052 (+) Loss on impairment of long lived assets - 63 - - - - - - 163 599 - (+) Acquisition-related transaction costs - - - - - - - 1,988 5,113 - - (+) Transaction bonus - - - - - - - - 17,735 - - (+) Severance-Non-GAAP - - - - - - - 993 Adjusted EBITDA (10,355)$ (13,637)$ (13,465)$ (7,917)$ (11,414)$ (10,881)$ (8,910)$ (5,433)$ (46,851)$ (48,799)$ (43,677)$ Net cash provided by/(used in) operating activities (3,547)$ (6,572)$ (12,375)$ (14,431)$ (5,828)$ (7,899)$ (12,833)$ (7,772)$ (68,806)$ (41,456)$ (40,533)$


 
5 (1) Represents end of period value. Includes both Custody-as-a-Service (as defined in the Company’s Form 10-Q) and Alt IRA accounts. (2) Custodial client cash represents amounts on deposit with financial institutions for the benefit of the Company's custodial accounts. Prior to this Supplemental Information, this metric was called “Custodial cash balance.” (3) Number of distinct companies in whose shares at least one buy or sell IOI, or indication of interest, was created in this period. Forge Global Holdings, Inc. - Financial Information, Key and Other Business Metrics (Unaudited) Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 2022 2023 2024 KEY BUSINESS METRICS ($ in 000s unless otherwise stated) Marketplace Solutions Marketplace revenues, less transaction-based expenses - LTM 24,203$ 25,359$ 29,237$ 35,020$ 36,525$ 36,866$ 44,328$ 51,394$ 40,182$ 25,359$ 36,866$ Number of trades - LTM 1,853 1,756 2,055 2,438 2,551 2,762 3,120 3,216 2,184 1,756 2,762 Number of trades - Period 567 435 605 831 680 646 963 927 2,184 1,756 2,762 Transaction volume ($B) - LTM 0.76$ 0.77$ 0.90$ 1.17$ 1.28$ 1.33$ 1.76$ 2.09$ 1.22$ 0.77$ 1.33$ Transaction volume ($B) - Period 0.23$ 0.25$ 0.26$ 0.43$ 0.34$ 0.30$ 0.69$ 0.76$ 1.22$ 0.77$ 1.33$ Net take rate - LTM 3.2% 3.3% 3.2% 3.0% 2.9% 2.8% 2.5% 2.5% 3.3% 3.3% 2.8% Net take rate - Period 3.0% 3.2% 3.2% 2.7% 2.6% 2.8% 2.3% 2.4% 3.3% 3.3% 2.8% Custody Solutions Total custodial accounts (1) 2,023,756 2,078,868 2,152,777 2,211,108 2,281,976 2,376,099 2,508,443 2,598,846 1,871,146 2,078,868 2,376,099 Assets under custody ($B) (1) 15.1$ 15.6$ 16.5$ 16.6$ 16.6$ 16.9$ 17.6$ 18.1$ 14.9$ 15.6$ 16.9$ Custodial client cash ($MM) (2) 518$ 505$ 481$ 495$ 470$ 483$ 460$ 440$ 635$ 505$ 483$ OTHER BUSINESS METRICS Distinct private companies transacted in - LTM 154 154 161 159 142 136 139 141 Distinct private companies transacted in - Period 82 78 64 82 63 67 73 76 Total number of issuers with IOIs (3) 502 485 543 551 516 535 546 510