Forge(FRGE) - 2025 Q2 - Quarterly Results

Executive Summary Forge Global Holdings, Inc. achieved record Q2 FY2025 revenue and its narrowest Adjusted EBITDA loss, driven by the launch of its Next Generation Platform and strategic acquisitions Q2 FY2025 Performance Overview Forge Global Holdings, Inc. reported its second consecutive record quarter in revenue and its narrowest quarterly Adjusted EBITDA loss since going public for Q2 FY2025. The company launched its Next Generation Platform and sees accelerating demand for modern private market infrastructure across trading, data, custody, and wealth - Q2 marked a milestone quarter with the launch of the new marketplace experience on the Next Generation Platform[3] - Achieved second consecutive record quarter in revenue and narrowest quarterly EBITDA loss since going public[3] - Accelerating demand observed across four key verticals: trading, data, custody, and wealth[3] Strategic Initiatives Forge advanced its strategic vision by launching the Next Generation Marketplace, partnering with Fortune to introduce private market lists and rankings, and completing the acquisition of Accuidity to expand investment management and wealth capabilities - Launched Next Generation Marketplace on June 26, 2025, transforming private market trading into a more intuitive, data-rich, and automated experience[17] - Partnered with Fortune Media to launch a new series of lists and rankings dedicated to the private market, powered by Forge's proprietary data[17] - Completed the acquisition of Accuidity, LLC, a specialized asset management firm, to expand investment management and wealth capabilities and broaden private market access[17][18] Financial Highlights for the Second Quarter of 2025 Forge reported record Q2 FY2025 revenues and improved profitability, alongside strong half-year growth and maintained liquidity Quarterly Financial Performance Forge reported a 10% quarter-over-quarter increase in total revenues less transaction-based expenses, reaching $27.6 million, marking its second consecutive record quarter. The company significantly improved its operating loss and achieved its lowest Adjusted EBITDA loss as a public company, despite a slight increase in net loss | Metric | Q2 2025 (Million USD) | Q1 2025 (Million USD) | Change QoQ | Notes | | :----------------------------------- | :--------------------- | :--------------------- | :--------- | :---- | | Total Revenues Less Transaction-Based Expenses | $27.6 | $25.1 | +10% | Second consecutive highest revenue quarter as a public company | | Operating Loss | $(12.8) | $(16.5) | Improved | | | Net Loss | $(16.6) | $(16.2) | Increased | | | Adjusted EBITDA Loss | $(5.4) | $(8.9) | Improved | Lowest Adjusted EBITDA loss as a public company | | EPS attributable to Forge | $(1.34) | N/A | N/A | | | Adjusted EPS | $(0.99) | N/A | N/A | | | Net Cash Used in Operating Activities | $7.8 | $12.8 | Improved | | Half-Year Financial Performance For the first half of FY2025, Forge demonstrated strong year-over-year growth, with total revenues less transaction-based expenses increasing by 28% to $52.7 million. Adjusted EBITDA loss improved significantly by 33%, and trading volume more than doubled compared to the prior year | Metric | 1H 2025 (Million USD) | 1H 2024 (Million USD) | Change YoY | | :----------------------------------- | :--------------------- | :--------------------- | :--------- | | Total Revenues Less Transaction-Based Expenses | $52.7 | N/A | +28% | | Net Loss | $32.8 | N/A | -1% | | Adjusted EBITDA Loss | $14.3 | $21.4 | Improved 33% | | Trading Volume | $1,400 | N/A | +110% | Available Liquidity and Share Count As of June 30, 2025, Forge maintained $81.8 million in available liquidity, comprising cash, cash equivalents, and investments. The basic weighted-average shares outstanding for the quarter were approximately 12.47 million | Metric | As of June 30, 2025 (Million USD) | | :----------------------------------- | :--------------------------------- | | Cash and cash equivalents and investments | $81.8 | - Basic weighted-average number of shares used to compute net loss per share for Q2 2025 was 12,474,069 shares[10] - Fully diluted outstanding share count as of June 30, 2025, was 13,080,129 shares[10] Business Highlights Forge's marketplace and custody solutions demonstrated growth, supported by the launch of its Next Generation Platform and strategic acquisitions Marketplace Performance Forge's marketplace saw a 9% quarter-over-quarter increase in trading volume to $756.1 million, representing a 77% increase over the prior year quarter. Net Take Rate improved to 2.4%, contributing to a 17% QoQ growth in total marketplace revenues less transaction-based expenses | Metric | Q2 2025 | Q1 2025 | Change QoQ | Q2 2024 | Change YoY | | :----------------------------------- | :------ | :------ | :--------- | :------ | :--------- | | Trades | 927 | 963 | +9% | 831 | +77% | | Volume (Million USD) | $756.1 | $692.4 | +9% | $426.3 | +77% | | Net Take Rate | 2.4% | 2.3% | +0.1% | 2.7% | -0.3% | | Total Marketplace Revenues, less transaction-based expenses (Million USD) | $18.5 | $15.8 | +17% | N/A | N/A | Custody Solutions Performance Custody solutions experienced growth in Total Custodial Accounts and Assets Under Custody, increasing 4% and 3% quarter-over-quarter, respectively. However, Total Custodial Client Cash declined by 4% QoQ, leading to a 2% decrease in Custodial Administration Fee revenues | Metric | Q2 2025 | Q1 2025 | Change QoQ | | :----------------------------------- | :------ | :------ | :--------- | | Total Custodial Accounts | 2.6M | 2.5M | +4% | | Total Assets Under Custody (Billion USD) | $18.1 | $17.6 | +3% | | Total Custodial Client Cash (Million USD) | $440 | $460 | -4% | | Custodial Administration Fee Revenues, less transaction-based expenses (Million USD) | $9.1 | $9.3 | -2% | Strategic Developments Forge launched its Next Generation Marketplace to enhance private stock trading, partnered with Fortune to introduce private market lists and rankings, and completed the acquisition of Accuidity to expand its investment management and wealth capabilities, aligning with its long-term strategic vision for broader private market access - Forge introduced its Next Generation Marketplace on June 26, 2025, as the first major release on its new API-first Next Generation Platform, aiming to deliver a smarter, more data-rich, and automated private market trading experience[17] - Forge partnered with Fortune Media to launch a new series of private market lists and rankings, leveraging Forge's proprietary data and Fortune's editorial expertise to highlight trends in global business[17] - The acquisition of Accuidity, LLC was completed, marking a significant step in Forge's strategy to broaden private market access and contribute to the capital ecosystem of high-growth private companies[17][18] Webcast and Conference Call Details Details for accessing the webcast and conference call discussing Forge's Q2 FY2025 financial results are provided Use of Non-GAAP Financial Information This section defines and explains the purpose of non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS, used by Forge Non-GAAP Measures Definition and Purpose Forge presents Adjusted EBITDA and Adjusted EPS as non-GAAP financial measures to provide supplemental information on its core operating performance, excluding specific financial items. These measures are used for internal planning and forecasting, illustrating underlying business trends more consistently, but should not be considered in isolation from GAAP results - Forge uses Adjusted EBITDA and Adjusted EPS to evaluate ongoing operations and for internal planning and forecasting[21] - Adjusted EBITDA excludes items such as net loss attributable to noncontrolling interest, income taxes, depreciation and amortization, share-based compensation, interest income, change in fair value of warrant liabilities, and other significant gains/losses[23] - Adjusted EPS excludes the net change in fair value of warrant liabilities and the tax effect of this adjustment[24] Forward-Looking Statements This section contains forward-looking statements regarding future events and financial performance, subject to risks and uncertainties About Forge Forge Global Holdings, Inc. operates a leading private securities marketplace, facilitating liquidity and access for private company stakeholders Contacts Contact information for media and investor relations inquiries is provided Consolidated Financial Statements This section presents Forge's consolidated balance sheets, statements of operations, and cash flows for the reported periods Consolidated Balance Sheets Forge's total assets decreased to $242.8 million as of June 30, 2025, from $263.5 million at December 31, 2024, primarily due to a reduction in cash and cash equivalents. Total liabilities increased to $42.7 million, largely driven by an increase in warrant liabilities | Metric | June 30, 2025 (Thousand USD) | December 31, 2024 (Thousand USD) | | :----------------------------------- | :------------------------------ | :-------------------------------- | | Total Assets | $242,845 | $263,506 | | Cash and cash equivalents | $54,310 | $105,140 | | Investments | $26,393 | — | | Total Liabilities | $42,741 | $36,764 | | Warrant liabilities | $4,436 | $192 | | Total Stockholders' Equity | $200,104 | $226,742 | Consolidated Statements of Operations For Q2 2025, total revenues less transaction-based expenses increased to $27.6 million from $22.0 million in Q2 2024. Operating loss improved to $(12.8) million, but net loss attributable to Forge Global Holdings, Inc. increased to $(16.7) million, resulting in a basic EPS of $(1.34) | Metric | Q2 2025 (Thousand USD) | Q1 2025 (Thousand USD) | Q2 2024 (Thousand USD) | 1H 2025 (Thousand USD) | 1H 2024 (Thousand USD) | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Total Revenues, less transaction-based expenses | $27,584 | $25,104 | $22,026 | $52,688 | $41,239 | | Operating Loss | $(12,835) | $(16,469) | $(17,651) | $(29,304) | $(42,661) | | Net Loss | $(16,579) | $(16,198) | $(14,040) | $(32,777) | $(33,034) | | Net Loss attributable to Forge Global Holdings, Inc. | $(16,720) | $(16,172) | $(13,724) | $(32,892) | $(32,348) | | Basic EPS | $(1.34) | $(1.29) | $(1.13) | $(2.63) | $(2.67) | Consolidated Statements of Cash Flows Net cash used in operating activities for Q2 2025 improved to $(7.8) million from $(14.4) million in Q2 2024. Investing activities resulted in $(4.8) million cash outflow, while financing activities used $(4.3) million, primarily due to share buybacks | Metric | Q2 2025 (Thousand USD) | Q1 2025 (Thousand USD) | Q2 2024 (Thousand USD) | 1H 2025 (Thousand USD) | 1H 2024 (Thousand USD) | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Net Cash Used in Operating Activities | $(7,772) | $(12,833) | $(14,431) | $(20,605) | $(26,806) | | Net Cash Provided by (Used in) Investing Activities | $(4,824) | $(21,529) | $6,292 | $(26,353) | $5,892 | | Net Cash Used in Financing Activities | $(4,266) | $(653) | $(900) | $(4,919) | $(2,976) | | Net Decrease in Cash and Cash Equivalents | $(16,151) | $(34,657) | $(9,117) | $(50,808) | $(24,221) | - Share buyback activity in Q2 2025 amounted to $4.1 million[34] Reconciliation of GAAP to Non-GAAP Results This section provides a reconciliation of Forge's GAAP financial results to non-GAAP measures, including Adjusted EBITDA and Adjusted EPS Adjusted EBITDA Reconciliation Forge's Adjusted EBITDA loss for Q2 2025 improved to $(5.4) million from $(7.9) million in Q2 2024, reflecting adjustments for non-cash items like share-based compensation, depreciation, and changes in warrant liabilities, as well as acquisition-related transaction costs | Metric | Q2 2025 (Thousand USD) | Q1 2025 (Thousand USD) | Q2 2024 (Thousand USD) | 1H 2025 (Thousand USD) | 1H 2024 (Thousand USD) | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- | | Net Loss attributable to Forge Global Holdings, Inc. | $(16,720) | $(16,172) | $(13,724) | $(32,892) | $(32,348) | | 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 | — | | Adjusted EBITDA | $(5,433) | $(8,910) | $(7,917) | $(14,343) | $(21,382) | Adjusted EPS Reconciliation Adjusted EPS for Q2 2025 improved to $(0.99) from $(1.31) in Q2 2024, primarily by excluding the impact of changes in the fair value of warrant liabilities and their associated tax effects | Metric | Q2 2025 | Q1 2025 | Q2 2024 | 1H 2025 | 1H 2024 | | :----------------------------------- | :------ | :------ | :------ | :------ | :------ | | 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) | - Adjustments for Adjusted EPS primarily include the change in fair value of warrant liabilities and the income tax (expense) benefit of this adjustment[36] Supplemental Financial Information: Key Operating Metrics This section provides supplemental financial information detailing Forge's key operating metrics for marketplace and custody solutions Marketplace Solutions Metrics Forge's Marketplace Solutions saw a 9% quarter-over-quarter increase in volume to $756.1 million, despite a slight decrease in the number of trades. The Net Take Rate improved to 2.4% QoQ, contributing to increased marketplace revenues | Metric | Q2 2025 | Q1 2025 | Q2 2024 | 1H 2025 | 1H 2024 | | :----------------------------------- | :------ | :------ | :------ | :------ | :------ | | Trades | 927 | 963 | 831 | 1,890 | 1,436 | | Volume (Thousand USD) | $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 (Thousand USD) | $18,490 | $15,831 | $11,423 | $34,321 | $19,914 | - Volume is defined as the total sales value for all securities traded through the Forge marketplace, capturing the aggregate value from both buyer and seller sides[38] - Net Take Rates represent the percentage of fees earned by the Forge marketplace on transactions, less transaction-based expenses[38] Custody Solutions Metrics Custody Solutions reported growth in Total Custodial Accounts to 2.6 million and Assets Under Custody to $18.1 billion as of June 30, 2025. However, Custodial Client Cash decreased by 4% QoQ to $440.3 million, impacting custodial administration fees, which declined by 2% QoQ | Metric | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------- | :---------------- | | Total Custodial Accounts | 2,598,846 | 2,508,443 | 2,376,099 | | Assets Under Custody (Thousand USD) | $18,132,637 | $17,635,034 | $16,897,318 | | Custodial Client Cash (Thousand USD) | $440,278 | $459,685 | $482,946 | | Custodial administration fees, less transaction-based expenses (Thousand USD) | $9,094 | $9,273 | $9,839 | - Custodial Client Cash, previously called Custodial Cash Balance, is a key business metric highly correlated to cash administration fee revenue[40][42] - Assets Under Custody is a useful metric for assessing the relative size and scope of the business, though fees are not charged based on its dollar value[42]