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]

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].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Commission file number 001-04321 Forge Global Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 99-4383083 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4 Embarcadero Center ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITI ...

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 ...

Financial Performance - Forge Global Holdings, Inc. reported revenue of $18.59 million for the quarter ended December 2024, reflecting a year-over-year decline of 2.5% [1] - The earnings per share (EPS) for the same period was -$0.08, an improvement from -$0.13 a year ago [1] - The reported revenue fell short of the Zacks Consensus Estimate of $20.99 million, resulting in a surprise of -11.42% [1] - The company delivered an EPS surprise of +11.11%, with the consensus EPS estimate being -$0.09 [1] Key Metrics - Assets Under Custody in Custody Solutions amounted to $16.90 billion, slightly below the three-analyst average estimate of $16.98 billion [4] - Total Custodial Accounts reached 2,376, exceeding the average estimate of 2,339 by two analysts [4] - Custodial administration fees generated revenues of $9.96 million, compared to the estimated $10.36 million by four analysts [4] - Marketplace revenues were reported at $8.63 million, lower than the four-analyst average estimate of $10.73 million [4] Stock Performance - Shares of Forge Global have returned +13.9% over the past month, contrasting with the Zacks S&P 500 composite's -4.1% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating potential performance in line with the broader market in the near term [3]

Core Insights - Forge Global Holdings, Inc. reported a quarterly loss of $0.08 per share, which was better than the Zacks Consensus Estimate of a loss of $0.09, and an improvement from a loss of $0.13 per share a year ago, indicating an earnings surprise of 11.11% [1] - The company generated revenues of $18.59 million for the quarter ended December 2024, missing the Zacks Consensus Estimate by 11.42% and down from $19.06 million in the same quarter last year [2] - Forge Global shares have declined approximately 4.5% year-to-date, underperforming the S&P 500, which has seen a decline of 1.8% [3] Earnings Outlook - The earnings outlook for Forge Global is mixed, with the current consensus EPS estimate for the upcoming quarter at -$0.07 on revenues of $23.95 million, and for the current fiscal year at -$0.25 on revenues of $105.56 million [7] - The company's Zacks Rank is currently 3 (Hold), suggesting that shares are expected to perform in line with the market in the near future [6] Industry Context - The Financial - Miscellaneous Services industry, to which Forge Global belongs, is currently ranked in the top 14% of over 250 Zacks industries, indicating a favorable outlook compared to lower-ranked industries [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Revenue and Financial Performance - Total revenue less transaction-based expenses for Q4 2024 was $18.3 million, a decrease from $19.1 million quarter-over-quarter[3] - Total marketplace revenues less transaction-based expenses increased by 46% year-over-year to $37.0 million[3] - Total revenues for the year ended December 31, 2024, were $79.329 million, an increase of 13.4% compared to $69.821 million in 2023[34] - Marketplace revenue for Q4 2024 was $8.628 million, while custodial administration fees were $9.961 million, contributing to total revenues of $18.589 million for the quarter[34] - Net loss for Q4 2024 was $16.0 million, down from $18.8 million quarter-over-quarter[5] - Net loss attributable to Forge Global Holdings, Inc. for the year was $66.333 million, compared to $90.221 million in the previous year, reflecting a significant reduction in losses[34] - Operating loss for the year ended December 31, 2024, was $82.263 million, a decrease from $91.449 million in 2023, indicating improved operational efficiency[34] - The company reported a basic net loss per share of $0.36 for the year ended December 31, 2024, compared to $0.52 in 2023, indicating improved per-share performance[34] - Net loss for the three months ended December 31, 2024, was $15,965 thousand, compared to a net loss of $18,844 thousand for the previous quarter, reflecting a decrease of 10%[36] Assets and Liabilities - Total assets decreased to $263.506 million as of December 31, 2024, down from $310.731 million in 2023, primarily due to a reduction in current assets[32] - Cash and cash equivalents decreased to $105.140 million in 2024 from $144.722 million in 2023, indicating a liquidity challenge[32] - Total liabilities decreased to $36.764 million in 2024 from $42.313 million in 2023, showing a reduction in financial obligations[32] - The company’s accumulated deficit increased to $346.972 million in 2024 from $280.638 million in 2023, highlighting ongoing challenges in achieving profitability[32] Trading and Custodial Accounts - Total trading volume reached $1.3 billion, representing a 73% increase year-over-year[11] - Total custodial accounts increased by 4% quarter-over-quarter to 2.38 million[17] - Total custodial accounts increased to 2,376,099, representing a 4% growth from 2,281,976 accounts in the previous quarter[42] - Total assets under custody grew by 2% quarter-over-quarter to $16.9 billion[17] - Assets under custody rose to $16,897,318 thousand, an increase of 2% from $16,620,450 thousand in the prior quarter[42] - Total trades for the three months ended December 31, 2024, were 646, down 5% from 680 trades in the previous quarter[40] Adjusted EBITDA and Cash Flow - Adjusted EBITDA loss for Q4 2024 was $10.9 million, an improvement from $11.4 million quarter-over-quarter[6] - Adjusted EBITDA for the three months ended December 31, 2024, was $(10,881) thousand, slightly improved from $(11,414) thousand in the previous quarter[38] - Net cash used in operating activities for the three months ended December 31, 2024, was $(7,899) thousand, compared to $(5,828) thousand in the previous quarter[36] - Cash and cash equivalents at the end of the period were $105,140 thousand, down from $114,454 thousand at the end of the previous quarter[36] Shareholder Actions and Compensation - Forge's board authorized a share repurchase program of up to $10 million[24] - Share-based compensation for the year ended December 31, 2024, totaled $30,489 thousand, down from $34,334 thousand in the previous year[38] - The weighted-average shares used in computing net loss per share increased to 183,160,263 in 2024 from 173,402,167 in 2023, reflecting potential dilution[34] New Initiatives - Forge launched Forge Price, a proprietary pricing model for approximately 200 pre-IPO companies[24]

Financial Performance - Marketplace revenue for the three months ended September 30, 2024, was $8,640,000, a decrease of 24% from $11,423,000 in the previous quarter[133]. - Total revenues, less transaction-based expenses, decreased by $2.9 million, or 13%, from $22,026,000 in the previous quarter to $19,143,000 for the three months ended September 30, 2024[162]. - Marketplace revenue decreased by $3.0 million, or 25%, driven by a 21% decrease in volume and a decrease in net take rate to 2.6% for the three months ended September 30, 2024[163]. - For the nine months ended September 30, 2024, total revenues, less transaction-based expenses, increased by $9.9 million, or 20%[165]. - Marketplace revenue for the nine months ended September 30, 2024, increased by $11.3 million, or 64%, driven by a 99% increase in trade volume[165]. - Net loss attributable to Forge Global Holdings, Inc. for the three months ended September 30, 2024, was $18,342,000, compared to a net loss of $13,724,000 for the previous quarter[158]. - Adjusted EBITDA for the three months ended September 30, 2024, was $(11,414,000), compared to $(7,917,000) for the previous quarter[158]. Customer Metrics - Total Custodial Accounts increased by 3% quarter-over-quarter to 2,281,976 accounts, and grew by 13% year-over-year from 2,023,756 accounts[137]. - The number of trades executed in Q3 2024 was 680, down 18% from 831 in Q2 2024, but up 60% from 1,321 in Q3 2023[133]. - Trading volume for the three months ended September 30, 2024, was $338,075,000, a decrease of 21% from $426,318,000 in the previous quarter, but a significant increase of 99% from $515,486,000 year-over-year[133]. Operating Expenses - Total operating expenses for the three months ended September 30, 2024, were $40,046,000, compared to $39,677,000 in the previous quarter[158]. - Total compensation and benefits for the three months ended September 30, 2024, was $28.75 million, a slight decrease of $34, or 0% from the previous quarter[167]. - Salary expense increased by $1.7 million, primarily due to higher severance costs, reflecting the company's alignment of headcount with business needs[168]. - Incentive compensation and other bonus expense decreased by $1.6 million, primarily due to lower commissions from decreased trading volume and marketplace revenue[169]. - Other operating expenses increased by $0.4 million, or 4%, for the three months ended September 30, 2024, driven by accounting services and legal matters[172]. Cash Flow and Capital Resources - As of September 30, 2024, the company had cash and cash equivalents of $114.5 million, with an accumulated deficit of $331.3 million[180]. - Cash used in operating activities for the nine months ended September 30, 2024, was $32.6 million, primarily driven by a net loss of $51.9 million[185]. - Cash provided by investing activities for the nine months ended September 30, 2024, was $5.7 million, primarily from the maturity of term deposits[187]. - The company expects to require additional capital resources to execute strategic initiatives for business growth[182]. Strategic Initiatives - The company plans to invest in platform capabilities, regulatory compliance, and product innovation to drive future growth[124]. - The company aims to expand its customer base and increase usage among existing customers through new product introductions and enhanced brand awareness[121][122]. Economic Impact - The overall health of the economy and consumer behavior significantly impacts the company's performance in the private market[125][126]. Accounting Policies - No material changes to critical accounting policies and estimates compared to the previous Annual Report[193]. - Company is a smaller reporting company and not required to provide additional market risk information[195].

Forge Global Holdings, Inc. (NYSE:FRGE) Q3 2024 Earnings Conference Call November 6, 2024 4:30 PM ET Company Participants Lindsay Riddell - Executive Vice President of Corporate Marketing and Communications Kelly Rodriques - Chief Executive Officer Mark Lee - Chief Financial Officer Dominic Paschel - Senior Vice President of Finance and Investor Relations Conference Call Participants Patrick Moley - Piper Sandler Companies Devin Ryan - Citizens JMP Alex Kramm - UBS Investment Bank Madeline Daleiden - JPMorg ...