Table of Contents Commission file number 001-04321 Forge Global Holdings, Inc. (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 UNITED STATES OR SECURITIES AND EXCHANGE COMMISSION ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Washington, D.C. 20549 For the transition period from to FORM 10-Q (415) 881-1612 (State or other jurisdiction of incorporation or organization ...

For the quarter ended March 2025, Forge Global Holdings, Inc. (FRGE) reported revenue of $25.3 million, up 31.5% over the same period last year. EPS came in at -$1.29, compared to -$1.50 in the year-ago quarter.The reported revenue compares to the Zacks Consensus Estimate of $24.98 million, representing a surprise of +1.27%. The company delivered an EPS surprise of +3.73%, with the consensus EPS estimate being -$1.34.While investors scrutinize revenue and earnings changes year-over-year and how they compare ...

Forge Global Holdings, Inc. (FRGE) came out with a quarterly loss of $1.29 per share versus the Zacks Consensus Estimate of a loss of $1.34. This compares to loss of $1.50 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 3.73%. A quarter ago, it was expected that this company would post a loss of $1.35 per share when it actually produced a loss of $1.20, delivering a surprise of 11.11%.Over the last four quarters, the company h ...

Financial Data and Key Metrics Changes - Forge reported total revenue of $25.3 million for Q1 2025, a 36% increase from the previous quarter, marking the best revenue quarter as a public company [13] - Marketplace revenue reached $16 million, up 85% from the last quarter, with trading volume increasing 132% to $692 million [13][14] - Custodial administration fees totaled $9.3 million, reflecting a 7% decline from the last quarter due to the impact of rate cuts [15] - The net loss for Q1 2025 was $16.2 million, nearly flat compared to the $16 million loss in the previous quarter [16] - Adjusted EBITDA loss improved to $8.9 million from $10.9 million in the prior quarter [16] Business Line Data and Key Metrics Changes - The increase in marketplace revenue was driven by improved market dynamics and several large institutional block trades [7][11] - SPV (Special Purpose Vehicle) volume continued to increase, reinforcing the value of the RIA (Registered Investment Advisor) business [12] - Net take rates declined from 2.8% to 2.3% due to the rates achieved on large block trades [14] Market Data and Key Metrics Changes - The Forge Private Market Index decreased by 1.9% in April, indicating some softening in buy-side demand and valuations [21] - Despite mixed signals in the market, the company noted a growing acceptance among private market stakeholders for liquidity options as IPOs are delayed [22] Company Strategy and Development Direction - Forge is focusing on expanding its wealth management capabilities and has announced plans to acquire Acquidity Capital Management to enhance its asset management offerings [9] - The company is building partnerships, such as with Yahoo Finance and ICE, to enhance data distribution and market presence [8][52] - Forge aims to provide innovative products that combine custody and investment opportunities, targeting a broader set of investors [27] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, citing a strong deal pipeline and continued momentum in the private market despite macroeconomic volatility [20] - The company remains cautious about the impact of tariffs and the unpredictable economic landscape on business forecasting [12][20] - Management highlighted the importance of private markets in providing liquidity amid an unclear IPO outlook [7][22] Other Important Information - The company completed a 15:1 reverse stock split and initiated a share buyback program, repurchasing approximately 315,000 shares at an average price of $13.15 [18][19] - Cash, cash equivalents, and restricted cash at the end of the quarter totaled $71.6 million, down from $106.3 million at the end of the previous year [18] Q&A Session Summary Question: Can you walk us through the rationale for the equity acquisition? - Management noted that the acquisition aims to accelerate access to passive data-driven funds, which is seen as a strategic opportunity to expand AUM and drive recurring revenue [25][27][28] Question: What are the considerations for setting up an SPV for a specific company? - Management explained that any company mature enough to attract investor interest should have an SPV, with expectations of hundreds of such structures in the coming years [35][36] Question: How do you characterize customer reengagement in Q1? - Management observed broad-based reengagement across institutions and individuals, with AI being a significant driving theme [42][43] Question: What are your thoughts on the regulatory backdrop for retail access to private markets? - Management highlighted ongoing discussions with regulators to balance investor protections while increasing access to private markets, emphasizing the importance of providing market products now [66][70] Question: What are your expectations around cash burn for the rest of the year? - Management indicated that cash burn in 2025 is expected to be less than in previous years, with a target to reach breakeven by 2026 [71][72]

Q1 2025 results 07 May 2025 Financial Data and Use of Projections and Illustrative Presentations Disclaimer This presentation has been prepared for use by Forge Global Holdings, Inc. ("Forge") for informational purposes only and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Forge. Forge does not make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. The information in this presentation and ...

Revenue Performance - Estimated total revenues less transaction-based expenses for Q1 2025 are projected to be between $24.9 million and $25.1 million, marking the highest revenue quarter as a public company, up from $18.3 million in the prior quarter [7]. - Estimated marketplace revenue less transaction-based expenses is between $15.7 million and $15.8 million, an increase from $8.4 million in the previous quarter [7]. - Trading volume surged by 132% to $692.5 million in Q1 2025, compared to $299 million in the prior quarter [7]. Financial Losses - Estimated net loss for Q1 2025 is between ($16.2) million and ($16.7) million, with an Adjusted EBITDA loss estimated between ($8.9) million and ($9.3) million [4]. Cash and Investments - Cash and cash equivalents and short-term investments decreased to $93.1 million as of March 31, 2025, down from $106.2 million at December 31, 2024 [5]. Custodial Accounts and Assets - Total custodial accounts increased to 2,508,388 as of March 31, 2025, up from 2,376,099 at the end of the previous quarter [9]. - Total assets under custody reached $17.635 billion, an increase from $16.897 billion at December 31, 2024 [9]. Net Take Rate - The net take rate for Q1 2025 is estimated at 2.3%, a decline from 2.8% in the prior quarter [9]. Future Reporting - Forge plans to report complete financial results for Q1 2025 during its quarterly earnings conference call scheduled for May 7, 2025 [8]. Technology Investments - Forge continues to invest in fully automated marketplace technology and proprietary data distribution, as evidenced by its partnership with Yahoo Finance [3].

Company Overview - Forge Global Holdings, Inc. (FRGE) shares increased by 41.5% to $12.30 in the last trading session, following a significant volume of shares traded, contrasting with a 6.3% loss over the previous four weeks [1] - The company signed a non-binding term sheet to acquire Accuidity Capital Management for $10 million in cash and 1.15 million common shares, with potential earn-outs of up to 1 million additional shares based on performance milestones through 2027, aimed at enhancing asset management capabilities [2] Financial Performance - Forge is expected to report a quarterly loss of $1.26 per share, reflecting a year-over-year change of +16%, with revenues projected at $25.04 million, a 30.2% increase from the same quarter last year [4] - The consensus EPS estimate for the quarter has been revised 4.6% lower over the last 30 days, indicating a negative trend in earnings estimate revisions, which typically does not lead to price appreciation [5] Industry Context - Forge operates within the Zacks Financial - Miscellaneous Services industry, which includes other companies like Rithm (RITM), that experienced a 1.7% decline in the last trading session and a -12.8% return over the past month [5] - Rithm's consensus EPS estimate has changed +3.2% over the past month to $0.47, representing a -2.1% change compared to the previous year [6] Strategic Positioning - Forge has developed an integrated, technology-driven platform for private markets, with over $15 billion in transaction volume across more than 600 companies, enhancing trading, custody, data, and asset management capabilities [3]

Financial Performance - The company reported a net loss of $66.3 million for the year ended December 31, 2024, compared to a net loss of $90.2 million for 2023, with an accumulated deficit of $347.0 million as of December 31, 2024[78]. - The company has a history of losses and may continue to incur net losses, necessitating significant revenue generation to achieve profitability[78]. - The company has recorded significant valuation allowances on deferred tax assets, which may impact future results and cause fluctuations in reported outcomes[158]. Revenue and Growth - Revenue is primarily driven by fees from marketplace and custody solutions, which may be adversely affected by market trends such as reduced IPOs and private company funding activity[80]. - Future growth is contingent on the company's ability to effectively manage operational and financial infrastructure amid increasing demands[90]. - The company may require additional capital to support growth and liquidity needs, which may not be available on favorable terms, potentially leading to dilution for existing shareholders[93]. Competition and Market Risks - The company faces intense competition from established enterprises and early-stage companies, which may impact its market share and pricing strategies[86]. - The company faces significant risks and costs in international markets, including compliance costs and the need to adapt products for local markets[125]. - Fluctuations in interest rates can affect the company's operations, with sustained high rates potentially decreasing client appetite for trading in private equity assets[108]. Regulatory Compliance - Compliance with evolving laws and regulations requires significant resources, which may adversely affect profitability[76]. - The company is subject to extensive regulatory requirements, which impose significant compliance costs and could adversely affect profitability if not met[112]. - The company is subject to various federal, state, and local regulatory regimes, which may impose additional costs and operational challenges[113]. Cybersecurity and Data Privacy - Cybersecurity incidents could lead to unauthorized access and financial loss, impacting the company's reputation and operational stability[76]. - Increased frequency and sophistication of cyberattacks pose a threat to the company's information technology systems, potentially leading to unauthorized access to sensitive client information[144]. - The company faces significant risks related to data privacy and security, which could adversely affect its reputation, business, and financial condition[142]. Management and Personnel - The company relies on its executive team and key personnel for growth, and the loss of these individuals could harm business operations[76]. - The loss of key personnel, including senior management, could harm the company's ability to execute its business strategy and attract qualified talent[160]. - Employee misconduct poses a risk to the company's reputation and could lead to significant legal liabilities[129]. Acquisitions and Investments - The company has completed and may continue to evaluate acquisitions, which could require significant management attention and result in additional dilution to stockholders[98]. - The company faces risks related to acquisitions, including integration challenges and potential liabilities from acquired companies[101]. - Significant investments are required to enhance the reliability and scalability of the company's operations, but there is no assurance that these investments will be made on a timely basis[163]. Stock and Market Conditions - The trading market for the company's common stock may not be sustained, potentially affecting the ability to sell shares at attractive prices[181]. - The company's common stock was notified by the NYSE for non-compliance with the listing rule due to an average closing stock price of less than $1.00 per share over a consecutive 30 trading-day period[183]. - A reverse stock split proposal was approved by the board, with a potential ratio ranging from 1-for-3 to 1-for-50, subject to stockholder approval expected on March 27, 2025[185]. Shareholder Considerations - The company does not intend to pay cash dividends for the foreseeable future, focusing instead on business development and expansion[194]. - A share repurchase program of up to $10 million was approved, but no repurchases have been made as of the report date[195]. - The existence of the share repurchase program could potentially increase the stock price but may also reduce market liquidity[196].

Financial Data and Key Metrics Changes - Forge reported a 13% year-over-year revenue growth for 2024, totaling $78.7 million, up from $69.4 million in 2023 [37] - The net loss for 2024 was $67.8 million, an improvement from a net loss of $91.5 million in the previous year [47] - Adjusted EBITDA loss for 2024 was $43.7 million, compared to a loss of $48.8 million in 2023 [47] - Cash, cash equivalents, and restricted cash at the end of Q4 2024 were $106.3 million, down from $115.6 million in the previous quarter [36] Business Line Data and Key Metrics Changes - Marketplace revenue for Q4 2024 was approximately flat at $8.6 million compared to $8.7 million in Q3 2024, driven by a decrease in transaction volume [26] - Total marketplace revenue for 2024 was $37.5 million, a 46% increase from $25.8 million in 2023 [38] - Custodial administration fees for 2024 totaled $41.8 million, down from $44 million in 2023 [42] Market Data and Key Metrics Changes - The Forge Private Market Index increased by 33% over the prior three months as of February 2025, outperforming major indices like NASDAQ and S&P 500 [14] - Custodial cash balances at the end of Q4 2024 were $483 million, a modest increase of 3% from $470 million at the end of Q3 2024 [29] - Total custody accounts increased 14% year-over-year to 2.4 million from 2.1 million [44] Company Strategy and Development Direction - The company aims to achieve a fully automated trading experience and enhance data transparency to drive market adoption and liquidity [52] - Forge is focused on diversifying its sources of liquidity and expanding its SPV structures to include multi-name baskets [71] - The company plans to continue investing in technology and strategic initiatives while managing costs to reach profitability by 2026 [18][50] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about a strong start to 2025, with a robust deal pipeline and improving market dynamics [13] - The company is cautious about the political environment and economic factors that could impact market enthusiasm [16] - Management expects Q1 2025 marketplace revenue to meet or exceed the best quarter in 2024, indicating a positive outlook for the year [17] Other Important Information - The company has authorized a stock buyback program of up to $10 million, reflecting confidence in its stock valuation [36] - Forge's employee count decreased to 300 from 331 year-over-year, with a growing number of offshore contractors [49] Q&A Session Summary Question: Can you elaborate on the go-to-market strategy for fully automated trading capabilities? - Management indicated that the fully automated experience will serve all market segments and is a key focus of their next-generation platform [58] Question: Thoughts on democratizing access to private markets through blockchain? - Management supports the idea and sees potential for strategic partnerships with retail brokerage firms to integrate private market access [62] Question: How are SPVs being utilized to drive liquidity in private markets? - Management noted significant growth in SPVs, with AUM increasing from $300-$400 million to about $1 billion, and plans to expand into multi-name SPVs [71] Question: Outlook for 2025 amidst macroeconomic uncertainty? - Management expects steady momentum in 2025, with improved conditions for IPOs and capital raising, although not a rapid recovery [78] Question: How will potential IPO activity impact Forge's results? - Management stated that increased IPO activity would correlate with higher volume on their platform, but a steady stream of IPOs is needed for a significant impact [90]

Accelerating Toward the Private Market Tipping Point Forge Fourth Quarter & 2024 Financial Results Conference Call 03.05.25 Disclaimer This presentation has been prepared for use by Forge Global Holdings, Inc. ("Forge") for informational purposes only and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Forge. Forge does not make any representation or warranty as to the accuracy or completeness of the information contained in this presentation. The informatio ...