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CORRECTING and REPLACING Forge Global Holdings, Inc. Reports Second Quarter Fiscal Year 2025 Results

Business Wire

2 Agosto 2025

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 decreased 13% year-over-year to $28.6 million and decreased 23% quarter over quarter in 2Q25 to $12.4 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--(BUSINESS WIRE)--Forge Global Holdings, Inc. (“Forge” or the “Company”) (NYSE:FRGE), today announced a correction to its press release issued on July 30, 2025, announcing the Company’s unaudited financial results for the second quarter and six months ended June 30, 2025. The correction relates to non-cash entries recorded in connection with the valuation and accounting presentation of the Company’s warrant liabilities and conforms reporting and presentation in the prior release and supplemental materials to the results and presentation to be reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

The correction had no impact on the Company’s revenues, cash flows, Adjusted EBITDA or Adjusted EPS reported in the prior release and supplemental materials.

The correction resulted in Net Loss improving to $12.4 million and $28.6 million for the three and six months ended June 30, 2025, respectively, versus $16.6 million and $32.8 million for the same periods reported in the prior release, and Net Loss Per Share attributable to Forge of $(1.01) and $(2.30) for the three and six months ended June 30, 2025, respectively, versus $(1.34) and $(2.63) for the same periods reported in the prior release.

These corrections are reflected in the updated Second Quarter Fiscal Year 2025 Results and Highlights, financial statements and related tables as well as supplemental materials.

The updated release reads:

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 decreased 13% year-over-year to $28.6 million and decreased 23% quarter over quarter in 2Q25 to $12.4 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.

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 $12.4 million compared to $16.2 million quarter-over-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 Net loss per share attributable to Forge was $(1.01) 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.

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.

For the quarter ending September 30, 2025, Forge estimates 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, 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. 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.

FORGE GLOBAL HOLDINGS, INC. Unaudited 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		296			192
Other liabilities, noncurrent		329			322
Total liabilities	$	38,601		$	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		1			1
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		(375,724	)		(346,972	)
Total Forge Global Holdings, Inc. stockholders’ equity	$	200,521		$	223,582
Noncontrolling Interest		3,723			3,160
Total stockholders’ equity	$	204,244		$	226,742
Total liabilities and stockholders’ equity	$	242,845		$	263,506

(1)

Amounts have been adjusted to reflect the Reverse Stock Split.

FORGE GLOBAL HOLDINGS, INC. Unaudited 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		(294	)		191			2,280			(103	)		6,727
Other income, net		76			54			94			130			170
Total interest and other (expense) income	$	585		$	1,287		$	3,869		$	1,872		$	10,101
Loss before provision for income taxes	$	(12,250	)	$	(15,182	)	$	(13,782	)	$	(27,432	)	$	(32,560	)
Provision for income taxes		189			1,016			258			1,205			474
Net loss	$	(12,439	)	$	(16,198	)	$	(14,040	)	$	(28,637	)	$	(33,034	)
Net income (loss) attributable to noncontrolling interest	$	141		$	(26	)	$	(316	)	$	115		$	(686	)
Net loss attributable to Forge Global Holdings, Inc.	$	(12,580	)	$	(16,172	)	$	(13,724	)	$	(28,752	)	$	(32,348	)
Net loss per share attributable to Forge Global Holdings, Inc. common stockholders:
Basic	$	(1.01	)	$	(1.29	)	$	(1.13	)	$	(2.30	)	$	(2.67	)
Diluted	$	(1.01	)	$	(1.29	)	$	(1.13	)	$	(2.30	)	$	(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

FORGE GLOBAL HOLDINGS, INC. Unaudited 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	$	(12,439	)	$	(16,198	)	$	(14,040	)		(28,637	)	$	(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		294			(191	)		(2,280	)		103			(6,727	)
Other		(6	)		4			—			(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

FORGE GLOBAL HOLDINGS, INC. Unaudited 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.	$	(12,580	)	$	(16,172	)	$	(13,724	)	$	(28,752	)	$	(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		294			(191	)		(2,280	)		103			(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	)