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Hello, and welcome to Forum Markets' Second Quarter 2026 Earnings Conference Call. During today's discussion, all callers will be placed in a listen-only mode. Following management's prepared remarks, the call will be opened for questions. This call is being recorded on August 13, 2026, and a replay will be made available on Forum's Investor Relations website later today. I will now turn the call over to John Kristoff, Senior Vice President, Corporate Communications and Investor Relations.

Thank you, Megan. Hello, and thank you all for joining Forum's second quarter 2026 financial results conference call. Joining me on the call today are McAndrew Rudisill, chairman and chief executive officer, and John Saunders, chief financial officer. We hope you've had the opportunity to review our second quarter financial results issued earlier this morning. We've also posted an earnings presentation to our investor relations website. As a reminder, some of the matters we'll be discussing on this morning's call are forward-looking in nature. Please keep in mind that actual results could differ materially from what is expressed in these forward-looking statements. Forum assumes no obligation to update the information, and we encourage you to refer to our most recent filings with the SEC for a discussion of factors that could cause actual results to differ materially from these statements.

During our call today, we may reference certain non-GAAP financial measures, which we believe provide meaningful information for investors. A reconciliation of these non-GAAP measures to the corresponding GAAP measures can be found in our press release and presentation, both available on our investor relations website. With that, I'll turn the call over to McAndrew.

Thank you, John, and good morning, everyone. Thank you for joining us. Since our last call, we have continued to execute against Forum's operational strategy while taking a disciplined approach to allocating shareholder capital. We are building Forum by combining deep operating experience with disciplined capital allocation. Operationally, our focus is on acquiring and managing cash-flowing assets with attractive risk-adjusted returns in large, scalable markets with moderate to high complexity and durable demand. Our assets are intended to generate cash flow first, with the option to tokenize on regulated digital infrastructure second as the market for tokenized real-world assets grows over time. On the capital allocation side, we took decisive action in the quarter to return value to our fellow shareholders.

Given the disconnect between Forum's market value and what we believe is the intrinsic value of the company, we determined that repurchasing a large percentage of our stock represented the most attractive use of capital available to us. During the quarter, we repurchased approximately 7.1 million shares, about 35% of our shares outstanding prior to those repurchases. All shares acquired under the program have been retired. Our second quarter results reflect a deliberate capital allocation decision. We chose to deploy a meaningful amount of capital allocated towards share repurchases rather than acquire additional revenue-producing assets based on our view of the value that was available in our shares. We evaluate capital allocation continuously, and we will keep directing it to where it earns the best risk-adjusted return for shareholders.

With that discipline in place, our near-term core focus is anchored on deploying capital into cash-generating assets and growing revenue in the second half of the year, which John will cover in more detail. Turning to the board special committee, we believe the process has advanced meaningfully since our last call, and we are encouraged by the quality and level of engagement we have seen to date. The committee continues to evaluate each opportunity against a clear standard: which path best maximizes long-term value for Forum shareholders. While we cannot comment on specific discussions, potential counterparties, or transaction timing, we expect to be in a position to provide shareholders with a meaningful update prior to our next earnings call. Management remains fully focused on operating the business and strengthening our fundamentals in the meantime.

On the asset side, even accounting for capital deployed towards repurchases, we continue to expand our portfolio of income-producing tokenized real-world assets and have done so at an accelerating pace since quarter end. Most recently, we acquired two additional commercial aircraft engines, bringing our aviation portfolio to five engines under long-term lease to two of the largest U.S. airlines. Both engines were already on lease and generating contracted revenue at the time of purchase, and we are targeting double-digit annual returns on the pair. John will cover the financial specifics in his remarks. Commercial aircraft engines are representative of the types of high-quality tokenized real-world assets where proprietary deal flow, networks, and structuring create investment opportunities that are not broadly accessible through traditional public markets. Exactly the profile we look for.

We also continue to advance our AI infrastructure vertical and access constrained market where we see attractive opportunities to generate great returns and durable cash flow. Our initial work in short-term GPU financing helped surface adjacent opportunities within the same ecosystem, including the deployment and operation of AI equipment across data centers and inference compute locations, generating revenue from the compute. We are now close to deploying capital into AI infrastructure in the area of AI compute, which we expect to contribute meaningfully to the revenue in the second half of the year. We also continue to evaluate opportunities in short-term GPU financing with partners that align with our operational compute model. We believe aviation and AI infrastructure are particularly attractive areas for near-term expansion because both combine substantial capital demand with specialized origination requirements and access-constrained investment opportunities.

At the same time, we have built origination capabilities across all four of our core verticals, and overall deal flow has accelerated meaningfully in 2026. That has broadened the range of opportunities available to us and allows us to be highly selective on structure, counterparties, and risk-adjusted returns. Manufactured housing and auto credit round out the platform by providing additional sources of secured cash-generating assets. These categories reflect prioritization of assets that generate attractive income, are backed by tangible collateral and strong off-take counterparties, and can create additional value through origination, management, and distribution over time. We will continue to deploy capital selectively where we see the strongest risk-adjusted returns, with a particular focus on markets where our capabilities can improve capital formation.

This multi-channel model supports several distinct sources of value, including yield on assets held by Forum, origination and structuring economics, asset management fees as third-party capital participates, and distribution or marketplace economics as those channels mature. In addition, Liquidity.io remains a part of Forum's long-term tokenization strategy, and its platform upgrade is expected to significantly broaden its capabilities during the second half of 2026. However, I want to reiterate that our first priority is to build a portfolio of high-quality operating businesses with cash-generating assets while maintaining the option to tokenize and distribute as market demand grows over time. We believe Forum has built a differentiated base of income-producing assets, proprietary origination relationships, and distribution capabilities, and we remain focused on increasing the value of that platform and ensuring that value is created for shareholders. With that, I'll turn the call over to John.

Thank you, McAndrew, and good morning, everyone. Before reviewing the quarter, I want to briefly reiterate the financial framework we use to evaluate Forum's progress. At this stage, the most relevant measures are the size and composition of our income-producing asset base, the yield and cash flow generated by those assets, our origination and management economics, and net asset value per share. Tokenization remains an additional distribution and liquidity option, but the underlying assets do not need to be tokenized to generate revenue or create value for Forum. Turning to the second quarter, Forum generated revenue of approximately $1.4 million, compared with $2.9 million in the first quarter of 2026. Revenue during the quarter was driven primarily by aircraft lease revenue of approximately $1.4 million. Manufactured housing and auto credit interest income was approximately $0.38 million, and interest in other financing income was approximately $0.42 million.

The decline in revenue from Q1 was due to the elimination of $1.8 million in staking revenue, resulting from the strategic decision to sell the majority of our Ethereum holdings in March as we transition to our current operating model. Results for the quarter also reflect, in part, our decision to allocate capital into share repurchases rather than additional revenue-generating assets. Our revenue mix is becoming increasingly representative of Forum's current operating model of contracted asset income, financing yield, and, as the platform scales, origination, structuring, and management fees. General and administrative expenses were approximately $10.3 million for the quarter, compared with $7.5 million in the first quarter.

General and administrative costs included non-cash stock-based compensation expense of approximately $3.8 million and one-time cash charges of $1.8 million, consisting of an early termination fee to exit our asset manager agreement and taxes paid in the U.K. to settle a VAT repayment liability associated with exiting the legacy biotech business. We continue to invest in the personnel, systems, underwriting capabilities, and partnerships required to support platform growth while maintaining a disciplined approach to operating expenses. Net loss from continuing operations for the quarter was approximately $12.4 million, compared with a net loss of $77.5 million in the first quarter. Adjusted EBITDA loss for the quarter was approximately $7.4 million, compared with an adjusted EBITDA loss of approximately $76 million in the first quarter. The first quarter results included substantial digital asset-related losses associated with the final repositioning of the balance sheet.

The second quarter results provide a meaningfully cleaner view of our operating expense structure and the income generated by our real-world asset portfolio. Turning to the balance sheet, as of June 30, 2026, Forum Markets reported total assets of approximately $159.1 million, with cash and cash equivalents and marketable securities of approximately $48.4 million. Our quarter-end asset base included approximately $16.7 million of commercial aircraft engine assets, $14.7 million of manufactured housing loans, $2.5 million of auto loans and warehouse financing assets, and $45.7 million of strategic equity investments. Subsequent to quarter end, Forum Markets deployed approximately $23.7 million in cash to acquire two additional commercial aircraft engines, both of which were already generating contracted lease revenue at the time of acquisition. Those assets are not reflected in the June 30 balance sheet.

Based on our quarter-end balance sheet, we estimate net asset value of approximately $127.8 million, or approximately $9.68 per share undiluted, based on approximately 13.2 million shares outstanding. We view NAV per share as a useful reference point given the current composition of our balance sheet, while recognizing that our objective is to scale our operating platform to extend our value well beyond the assets currently recorded on the balance sheet. As McAndrew mentioned, capital allocation was a central focus during the quarter. Forum Markets used approximately $31.3 million to repurchase approximately 7.1 million shares at an average price of $4.42 per share, inclusive of fees. Those repurchases reduced the number of outstanding shares to approximately 13.2 million. We concluded that the discount on our equity represented one of the most attractive opportunities available to create value for shareholders.

This choice reflected a disciplined capital allocation strategy, prioritizing high-conviction shareholder value creation over near-term revenue expansion. The board subsequently extended the repurchase program through June 30, 2027, adjusting the aggregate authorization to $100 million, and authorized additional repurchase methods, including derivative transactions. Further activity remains discretionary and will be evaluated relative to our liquidity needs, available asset returns, and the market price of Forum Markets shares. With respect to guidance, our full-year 2026 expectations remain unchanged. Since quarter end, we have acquired two additional aircraft engines, both of which are already generating contracted lease revenue. As McAndrew mentioned, we are also in the advanced stages of finalizing a phased AI compute transaction that we expect to complete and begin generating revenue from in the fourth quarter.

Based on the expected contributions from those assets and our current pipeline, we continue to believe we are on track to achieve revenue within our full-year guidance range. We continue to expect full-year 2026 revenue to be in the range of $18 million-$22 million. Revenue growth is expected to be uneven, as it is dependent upon the timing of transactions and deployment of capital. We are also striving to become cash flow positive by early 2027. Our focus going forward remains disciplined capital allocation, revenue growth from income-producing assets, increasing origination and management economics, and continued improvement in NAV per share and long-term earning power. With that, I'll turn the call back over to the operator for questions.

We'll now begin the question-and-answer session. If you would like to ask a question, please use the raise hand icon, which can be found in the black bar at the bottom of the webinar application screen. When you hear your name called, you'll be prompted to unmute your line and ask your question. We'll now take a moment to allow the queue to form. Our first question will come from Mark Palmer with The Benchmark Company. Your line is open. Please go ahead.

Yes. Good morning, and thank you for taking my questions. I wanted to dig into your reiterated revenue guidance for the year. The fact that that implies a pretty healthy ramp-up in the second half of the year. Can you walk us through the components of that bridge? Specifically, how much of the revenue would be derived from the five engines that are now on lease? How much from manufactured housing and auto? How much is contingent on the AI infrastructure deployment closing and contributing in the fourth quarter? Thank you.

Hey, Mark, it's McAndrew. Thanks for your question. I'll start with the last bit of your question first because it's probably the most impactful. We've done a lot of work over the last few months in both the AI financing space on the short-term bridge loans that we've looked at, as well as looking at AI compute models. The conclusion that we've come to is that short-term bridge financing on GPUs is a highly attractive business to be in. But the real critical juncture that we're seeing in a lot of these transactions is the acute need for energy that's immediately available so that compute can be accessed. We've spent a lot of time working on that problem, and we think that we've found a couple of very interesting solutions where we can purchase GPUs, and we can deploy them, and they can immediately start generating revenue.

We are very focused on doing that in the balance of the year. That will make up a pretty large percentage of our total revenue in the back half of the year. But it ramps at an incredibly fast rate because of the economics of the business model of deploying GPUs today into the compute market due to the demand structure that we are seeing. On an absolute percentage basis, I will let John comment on that, but I would say that becomes greater than 50% of our revenue in the back half of the year, and we have ample capacity to continue to ramp the engine portfolio up as well. You saw that we added another two in July. We can easily continue to add.

The pipeline of engines is very strong, but the returns on the AI compute are so much greater than anything else that sits in front of us. I think you will see us focus most of our energy on that in ramping the revenue up.

Yeah, this is John Saunders here. Just to chime in, we think that the aircraft engine revenue for the back half of the year will be somewhere in the $5 million-$6 million, based on those five engines operating. As McAndrew alluded to, we may decide to acquire additional engines. The AI infrastructure project would probably account for approximately 50% of that guidance revenue coming online in Q4. The early indications are somewhere in the $8 million-$12 million range, but it could be higher depending on the timing. We will provide more update on that as we close the deal. But that is sort of high-level indication of how we would get to the revenue guidance.

I would also stress that the rate of incline on those revenues as GPUs is deployed, goes up at a very high rate as you move into 2027. So we are focused on sort of large shifts in revenue that can occur over the entire course of 2027 and 2028 by the deployment that we are starting on in the Q4 of this year.

Thank you. As a follow-up, I wanted to get your take on the current state of things at Liquidity.io and what your thoughts are at this point about distribution, in general, how you expect distribution to evolve as the rest of the platform continues to evolve. Thank you.

Yeah. As we mentioned in the call, I think Liquidity.io will come online in the back half of this year. They are actively working with Alpaca on integrating their private market systems. I think they are ready to go on stock trading and crypto and options and fixed income, which has been relatively straightforward. I think the integration of the trading of the private assets is really the key to the success of the platform, and they are working on that with Alpaca right now to make it an easy transference if you want to buy a stock versus you want to buy a token. Just being completely transparent about the token market, from what we have seen, there is not a large market for tokens yet globally. The one thing that has been tokenized the most is U.S. Treasury securities.

But the types of private assets that we have talked about tokenizing, the marketplace just is not there yet. We do think it will develop over time, but we are not spending any of our capital or time working on this very heavily right now because the revenue and capital opportunity is so great in the AI compute space. So it is really a call option for us on the future of tokenization, and all the assets that we have on our balance sheet can easily be flipped into a tokenization model from a programming perspective when the marketplace develops.

That makes sense. Thanks very much.

Yep.

Your next question will come from Brendan McCarthy with Sidoti. Your line is open. Please go ahead.

Great. Good morning, everybody. Appreciate you taking my questions here. Just wanted to follow up on the regulatory environment of tokenization. McAndrew, I know you've cited the potential passing of the CLARITY Act as maybe a key catalyst. Can you just talk about some of the regulatory hurdles you're seeing at the moment and what might ultimately kickstart tokenization activity?

Yeah, good to hear from you, Brendan. I'd actually point you to look at what the odds are on Polymarket or Kalshi for the CLARITY Act passage, and that's probably the best probability matrix that I can give you as to what's going to happen with that. Without the passage of the CLARITY Act and defined regulation about how tokens can be distributed and who can be the buyer, I think all the tokens really are effectively fund offerings wrapped in a digital wrapper and put on an exchange that are just Reg D or Reg CF fund offerings. It's no different than selling a mutual fund. Until you can get it into a more regulated framework that's packaged and allows people internationally to trade it, we might as well just sell an ETF.

That makes sense. I appreciate the detail there. Then just on the capital allocation front, so including the $24 million that you've spent on the recent aircraft engines, that kind of takes cash down to roughly $25 million currently. I guess, do you anticipate that being ample capital to deploy into the AI opportunity as well as other aircraft opportunities to really reach that 2026 revenue guidance range?

Yeah. That is a great question. First of all, in the AI compute, the financing market is pretty interesting, and we have made a lot of inroads with the equipment providers and the distributors. We can buy a lot of equipment in that market at a very high LTV because the offtake on the compute is contracted on a forward basis and a high percentage of the cash for that compute is actually received upfront. We can use the vendor programs like you recently saw NVIDIA put together, I think, a $500 billion program with a bunch of banks and funds. The vendors are actually putting together programs to allow people who have access to the power and offtake on the compute side to purchase the equipment upfront. We are going to gain access to that, number one, for capital deployment.

I would say number two is we have developed some pretty good partners in the private markets that I think can participate with us, from an equity perspective, if we want to ramp that capital deployment up for the right types of opportunities. Then the third point I will make is we have absolutely zero leverage on our balance sheet. It is purposeful. The aircraft engines are all contracted. They can carry some leverage. I think we have kind of got three very distinct levers to pull in terms of capital allocation, and we are going to just be very prudent about how we go about doing that.

We have to put the three pieces in place on the AI compute, which is the power, the offtake, and then the financing to pull the trigger on the opportunities that are in front of us, and I think we have done that on all three fronts.

Understood. Appreciate the detail. On the capital allocation front, I know you prioritize buybacks in the second quarter. Is it fair to say that the capital allocation priorities have kind of shifted towards acquiring RWAs now over the buybacks, or is it still opportunistic at this point?

The buyback is still very much in the front and center of my mind, as well as the board's mind. It just comes down to equity price. We do want to ramp revenue. To your earlier questions, how do you get to Q4 revenue guidance? Well, you have to deploy capital into things that generate revenue. But if the stock is just providing us with an opportunity to continue to take down shares, then we will. These are just the decisions that we have to make, and they are relative to one another.

Makes sense. Do you have an update on how much is left on the buyback authorization?

I don't think we have touched the new buyback authorization because we were previously working off the old quarter-billion-dollar buyback authorization program. So the new one, I believe, probably has like $+90 million available on it.

Got it. Thanks, McAndrew. That's all from me.

All right. Thank you.

Your next question will come from Brian Dobson with Clear Street. Your line is open. Please go ahead.

Hey, thanks very much. So for the airplane engines that you purchased, those both came through already leased, generating double-digit returns. Is that the type of hurdle rate that we should expect when you're committing capital or rather putting capital to work, either via share repurchases or the purchase of new earning assets?

Yeah, Brian, our threshold is baseline high teens to even think about doing something right now. On the AI compute, it's meaningfully higher than that in the structures that we're putting in place. Then on the buyback, you can see based on where we bought back the shares, what the percentage return was. That was the highest rate of return capital that we could have put to work in this quarter. That's how we're thinking about the world, is where do you get the best rate of return relative to the risk that you're taking.

As you're contemplating, call it AI infrastructure assets, what size of purchase are you looking at, and who would be your competitors in going after those assets?

We are thinking quite large in terms of the scale of deployment, and I'm not able to say total quantum, but we are focused on access to large amounts of power capacity in the U.S. and varying geographies where you can immediately get compute assets online. I think to play in this game, you need to play at large scale, and that's how we're approaching it, and we're approaching it with partners that can play at very large scale, too.

Excellent. Thanks very much for the color.

Yeah.

There are no further questions at this time. I will now turn the call back over to John Kristoff for closing remarks.

Thank you, everyone, for joining us this morning, and as always, with any follow-up questions, please feel free to reach out to me directly. Thank you.

The call has concluded. Thank you for joining. You may now disconnect.

Hello, and welcome to Forum Markets' first quarter 2026 earnings conference call. During today's discussion, all callers will be placed in a listen-only mode. Following management's prepared remarks, the call will be open for questions. This call is being recorded on May 14, 2026, and a replay will be made available on Forum's investor relations website later today. I will now turn the call over to John Kristoff, Senior Vice President, Corporate Communications and Investor Relations.

Thank you, Megan. Hello, and thank you all for joining Forum's first quarter 2026 financial results conference call. Joining me on the call today are McAndrew Rudisill, Chairman and Chief Executive Officer, and John Saunders, Chief Financial Officer. We hope you've had an opportunity to review our first quarter financial results issued earlier this morning. We've also posted an earnings presentation to our investor relations website. As a reminder, some of the matters we'll be discussing on this morning's call are forward-looking in nature. Please keep in mind that actual results could differ materially from what is expressed in these forward-looking statements. Forum assumes no obligation to update the information, and we encourage you to refer to our most recent filings with the SEC for a discussion of factors that could cause actual results to differ materially from these statements.

During our call, we will also reference certain non-GAAP financial measures which we believe provide useful information for investors. A reconciliation of these non-GAAP measures to the corresponding GAAP measure can be found in our press release and presentation on our investor relations website. With that, I'll turn the call over to McAndrew.

Thank you, John, and good morning, everyone. Since our last call, our team has remained focused on executing our strategy of originating, structuring, and tokenizing institutional-grade cash flow-generating assets to modernize capital markets. We've made meaningful progress across the platform, expanding our asset origination pipelines by entering the AI infrastructure financing space and making significant progress on establishing strategic co-investment partnerships with major financial investment firms. At the same time, we recognize there is a meaningful disconnect between the market's current valuation of the company and the progress we are making and the intrinsic value of the platform that we are building. We've taken deliberate steps to directly address that gap, including activity through our share repurchase program and initiating a formal strategic review aimed at preserving the long-term opportunity in front of us.

On the share repurchase program, since our announcement in April, we repurchased approximately 5.8 million shares for an aggregate purchase price of approximately $24.9 million, representing approximately 28% of our shares outstanding. All shares under the program have been retired and canceled. Following these repurchases, we had approximately 14.5 million shares outstanding as of April 30th, 2026. We view repurchasing shares at current levels as a highly accretive use of capital and a direct demonstration of our conviction in the intrinsic value of Forum. Our board authorized the program with the flexibility to act programmatically and opportunistically as market conditions permit. In parallel, the board has established a special committee comprised of independent directors to formally evaluate a full range of strategic alternatives with the objective of maximizing shareholder value.

This includes engaging with parties that have already approached the company and proactively evaluating all available value creation pathways. These actions reinforce rather than alter our view of the business. We remain highly confident in our operating model, the long-term opportunity in tokenized real-world assets, and in our ability to generate revenue and cash flow as a standalone company. This process reflects our disciplined commitment to ensuring the full value of the business is recognized. While that review is underway, we remain focused on executing on our core strategy and continuing to build and scale the platform. Turning to the platform. We have continued to expand our asset base and deploy capital into high-yield institutional-grade assets that generate income today and create future tokenization pipelines. Most recently, we announced our entry into AI infrastructure financing, specifically short-term bridge loans supporting the acquisition and deployment of NVIDIA GPUs.

These loans finance the period between hardware purchase and long-term financing once the GPUs are operational. Sourced through established partners with a clear path to repayment. We are targeting annualized returns in the mid-teens on these short-duration loans. Critically, these are income-producing assets that generate yield from day one independent of tokenization. While we intend to tokenize a portion of each deal, this structure allows us to put capital to work immediately while building out the pipeline of assets we can ultimately bring on-chain. Given the rapid expansion of demand for AI infrastructure, we view this as a repeatable, scalable opportunity set where we can deploy capital, earn yield, tokenize, and recycle into new transactions. We've made significant progress in establishing relationships with established well-known institutional investment firms to deploy capital into our asset origination pipelines, particularly our AI infrastructure financing and commercial aircraft engine leasing verticals.

We are confident in our ability to generate meaningful capital deployment opportunities into our asset pipelines, enabling Forum to earn revenue through origination and asset management fees as we source, structure, and manage assets on behalf of our institutional counterparts with more details to be announced once capital has been actively deployed into our pipelines. We view the progress we have made establishing these relationships as validation of our sourcing and structuring capabilities and as an early demonstration of how Forum can scale beyond our own balance sheet and access constrained double-digit yielding asset classes. More broadly, it illustrates the two distinct but complementary distribution paths we are building. Retail access through tokenized products and institutional access through co-investment agreements and distribution agreements where we can white label our products on existing institutional platforms.

We continue to believe this is the right strategy, and these opportunities are well-aligned with our model and position us to grow meaningfully as we bring more assets onto the platform. As we look ahead, our focus is on scaling the platform by expanding asset pipelines, increasing capital deployment, and broadening distribution. Liquidity.io remains a core part of that strategy, enabling a broader set of investors to access institutional-grade opportunities and serving as our proof point for bringing real-world assets on-chain. Importantly, Liquidity.io is currently undergoing a major platform upgrade that will significantly expand its capabilities. In addition to digital tokens, the enhanced platform will offer trading in stocks, bonds, cryptocurrency, and private credit securities, a meaningfully broader product set that we expect to drive substantial growth in their user base. We anticipate the updated platform will launch late second quarter or early third quarter.

For Forum, a larger and more diverse Liquidity.io user base directly expands the buyer pool for our tokens on their exchange, which we view as an important catalyst for driving token distribution at scale. Combined with the institutional co-investment channels we are building, we are creating a multi-channel distribution model designed to serve both retail and institutional investors and to scale alongside our growing asset base. As we noted previously, we will continue to evaluate potential capital-raising opportunities with a focus on long-term value creation, balance sheet flexibility, and shareholder alignment. Overall, these steps position Forum to build a durable income-generating platform that we can expand across asset classes and distribution channels as we continue to grow.

The actions we have taken since our last call, aggressive share repurchases, a formal strategic review, developing institutional co-investment partnerships, and continued expansion into high-yielding asset verticals reflect both our conviction in this platform and our commitment to ensuring shareholders benefit from the value we are building. As capital markets continue to evolve, we believe platforms with the ability to uniquely identify, originate, and scale high-quality hard assets will emerge as leaders. We believe Forum is well-positioned to be among them. With that, I'll turn the call over to John Saunders.

Thank you, McAndrew. Good morning, everyone, and thank you for joining us. Before I walk through the quarter, I want to briefly note how our financial framework is evolving as the platform matures. As McAndrew described, we have been active on multiple fronts since our last call, deploying capital into income-producing real-world assets, entering new high-yield verticals, including AI infrastructure financing, executing a significant share repurchase program, and initiating a formal strategic review process. Each of these reflects deliberate capital allocation decisions made with a view towards growing the underlying value of the platform. The metrics we continue to focus on are assets under management, yield generated from the asset base, origination and structuring activity, and token issuance volume, and over time, the fee revenue associated with managing and distributing those assets at scale.

Turning to the first quarter, Forum generated revenue of approximately $2.9 million, compared with $2.4 million in the fourth quarter of 2025. Revenue in the quarter was driven primarily by staking revenue of $1.8 million and aircraft engine revenue of $1.1 million. Results for the quarter reflect the timing of capital deployment and when assets begin contributing yield. As we noted last quarter, our revenue mix is continuing to shift away from legacy digital asset activity and increasingly toward income generated from real-world asset portfolios, financing activities, and over time, origination, structuring, and asset management fees. Selling general administrative expenses were approximately $7.5 million in the first quarter. We continue to invest in the infrastructure systems and partnerships required to support platform growth while maintaining a disciplined approach to operating expenses.

Net loss for the quarter totaled approximately $77.5 million, which was primarily attributable to realized losses on disposition of digital assets. Adjusted EBITDA loss was $76 million as a result in price changes from digital assets. We anticipate this is the last quarter we will experience large mark-to-market adjustments associated with digital assets. Turning to the balance sheet, during the quarter and subsequent period, we continued to allocate capital toward platform growth while also executing the share repurchase program McAndrew described, both reflecting our disciplined approach to deploying capital where we see the greatest value and addressing the gap between our market value and our view of intrinsic value. Given the significant share repurchases that have occurred since quarter end, I wanna walk through where we stand as of April 30, 2026. We believe this provides the most current and relevant picture of the platform's asset base.

As of April 30th, Forum reported total assets of approximately $170.5 million, exclusive of prepaid assets, accrued expenses, and accounts payable, and cash and cash equivalents totaled approximately $62.5 million. The asset base consisted of the following. We held $17.6 million in aircraft engine assets net of depreciation, which continued to generate contracted lease income from major commercial carriers. We held approximately $1.8 million in auto loans and warehouse facilities, $14.8 million in manufactured home mortgages, and approximately $28 million in ETH collateral, offset by our collateralized loan of approximately $26 million. We also held equity positions in our strategic partners, Satschel, Inc., Karus, and Zippy, Inc., valued at $13.7 million, $9.8 million, and $22.3 million respectively.

In aggregate, these assets support a net asset value of approximately $144.5 million, or approximately $9.93 per share based on approximately 14.5 million shares outstanding as of April 30, 2026. We view NAV per share as a useful reference point in evaluating the underlying value of the business, particularly given the strength and quality of the asset base we continue to build. Looking ahead, our capital allocation priorities remain focused on three areas: deploying capital into high quality, cash-generating real-world assets, expanding origination and distribution capabilities across the platform, and preserving balance sheet flexibility as we scale. With respect to guidance, we are adjusting our expectations for full year 2026 to reflect the capital allocated to share repurchases subsequent to our last call.

We now expect to exit 2026 with between $100 million and $175 million in assets under management across our tokenized and pre-tokenization credit portfolios, compared with our prior expectation of $125 million-$200 million. We also now expect full year 2026 revenue to be in the range of $18 million-$22 million, compared with our prior expectation of $18 million-$26 million. The updated range reflects a slower pace of near-term deployment resulting from capital used for share repurchases while still capturing yield income from the existing asset base, financing activities, and early-stage origination and structuring economics. We believe the business is building momentum across the drivers that matter most. Yield generation today, growing origination and structuring economics as the platform scales, and reoccurring asset management and distribution economics over time.

The actions we took this quarter, expanding the asset base, repurchasing shares, and developing new institutional co-investment opportunities, reflect our conviction in the platform and our focus on compounding its underlying value. We look forward to providing further updates as the quarter progresses. With that, I'll turn the call back over to the operator for questions.

We will now move to our question and answer session. If you are joined via the webinar, please use the raise hand icon, which can be found at the bottom of your webinar application. When you are called on, please unmute your line and ask your question. We will wait a moment for the queue to assemble. Our first question will come from Brian Dobson with Clear Street. Your line is open. Please ask your question.

Thanks so much for taking my question. Now that you've had tokens live, how are you seeing, call it, feedback from your products? As you're looking through, call it, the next two years, which segments would you expect to see the most material growth?

Hey, Brian, this is McAndrew Rudisill. Thank you for your question. I think that tokens, based on feedback that we've gotten from communicating with a lot of institutional investors, are going to receive the most focus primarily from the retail side at this point. From our conversations with institutions, they're a lot more interested in investing directly via sort of traditional structures in the assets that we're creating via, like, a large-scale structured product format, which ultimately could be tokenized. I think where a lot of real-world asset tokenization is leading is being able to fractionalize these assets kind of into smaller increments that allow retail investors to access them, and that is why we commented on Liquidity.io and the platform build that they're undergoing right now.

To increase the aperture of that distribution, having stocks, bonds, options all in one place alongside tokens should create a much larger marketplace for individual investors to come buy these tokens. Where we've seen the most interest on the tokenization side, it's starting number one, aircraft engines, because there's gonna be a pretty, nice tax benefit to investing in those directly, that we figured out. Number two, the AI infrastructure finance. We've seen a lot of institutional interest in investing directly in that, and I think that will translate into token interest at the retail level.

I'd say mortgages and auto loans, I would say equal interest, very durable yields and, kind of interestingly short duration on the auto loan warehouse product, which, we think ultimately can slot into, both stablecoin and money market products because of the really low capital duration and high yield that it generates. That's a longer answer to your question, but I think you kind of have to bifurcate the market between institutional and retail from the work that we've done.

Yeah, thanks. That's, that's good color. As a follow-up to tokenization, right? How do you think about the trade-off between, you know, continuing to make buybacks below NAV versus deploying that capital into something that can generate a yield? I guess, how are you approaching that question?

I mean, we look at it from a mathematical perspective every day into, you know, is it better to buy back shares or deploy capital into generating revenue? I think we have to strike the right balance between both. I mean, we just gave you this new revised revenue guidance because of the share buybacks, and there's a direct correlation between the more shares we buy back, the less revenue that we generate. We just have to take a balanced approach to it. As I'll reiterate again, the buyback remains open.

Yeah, very good. Then just one last one, if I may. Do you think you could walk us through your thought process on the credit underwriting for the GPU bridge and what gives you confidence in the takeout commitment?

Sure. Number one, most of the counterparties we are working with are very well-capitalized, whether from a private equity or venture capital perspective, or they are publicly traded entities that are pretty well capitalized in their own right. Step number one, we have to execute credit underwriting on the counterparty that we're working with on the data center build-out. Two, most of them have really large offtake contracts with hyperscalers on the other side to provide compute. Those contracts are included in the collateral package for the GPUs that we're providing.

Number three, the way we've set up the takeout on the first couple is going to be in partnership with USD.AI so that immediately after the bridge is complete, the long-term financing for the facility is taken out by a long-term loan that is put up by USD.AI's facility. I think you are starting to see other players step into the marketplace for the long-term financing as well. It is going to be interesting to see what happens just from a yield perspective on long-term versus short-term financing in GPU finance. The space we are playing is from point of purchase to completion of data center installation, and that is where there is a gap in the financing market right now.

Thanks very much.

Your next question will come from Brendan McCarthy with Sidoti. Your line is open, please ask your question.

Great. Good morning, everyone. Thanks for taking my questions here. Again, G, you touched on the upgrade that the Liquidity.io platform is currently undergoing. Can you provide additional color on those upgrades and maybe how it will impact your business?

Yeah

going forward?

Of course. They have partnered with a new algorithmic trading system that's backed by some of the largest market makers in the U.S. It's also backed by some very large VC firms that has an online marketplace for equities, options, and fixed income that tie into all the exchanges in the U.S. and many exchanges internationally. By doing this, it creates a hyper liquid equity option and bond marketplace that people can trade all those securities on, while simultaneously allowing co-listing of tokenized products right alongside the stocks. They've got a whole team of programmers that they've brought in, actually from one of the U.S. exchanges, and they have been working to integrate that exchange platform directly into Liquidity.io.

The ultimate user interface on it, I think is gonna look a lot like what you see with some of the largest, like, online brokerages today. We're simultaneously working with those market makers to then drive traffic to the site once we take it live.

That makes sense. I appreciate the color there. How do you kind of expect the impact to be reflected in the secondary market liquidity? Do you see that as, you know, maybe a gradual, you know, increase over time, or do you see this upgrade as, you know, driving more substantial, you know, secondary market trading in the tokens? I guess I'm just curious as to, you know, maybe how this will impact, you know, the liquidity in the tokens.

Yeah. I think we have to look at history as a guide on online exchanges as to how their user bases grew. I would expect it to be gradual at first. I mean, I think we have to break it into user growth, absolute user growth, and then token growth. I think user growth is a function of advertising and marketing, which is going to be on Liquidity.io's shoulders. I do think you'll see a gradual growth in users, then it should start to quickly inflect as it compounds, which you've seen with a lot of the other online marketplaces. As that user growth starts to accelerate, having the tokens front and center, right next to stocks, we think it'll be a slow ramp.

At some point, there should be a breakthrough in people buying tokens in the same way that they buy stocks or they buy bonds. I just think the reality is, in the token marketplace today, in the U.S., there are really not a lot of tokens that are available for people to buy that are outside of effectively money market/treasury bill-oriented tokens, and they have to be bought in really large increments, oftentimes in multi-million dollar increments. The marketplace has just not yet developed for growth equity tokens or capital-oriented tokens. I think we're right at the precipice right now, where there's a lot of different token exchanges that are trying to increase their product load.

One of the things that we're working on with liquidity is to cross list across those other token exchanges so that you create more liquidity in the marketplace, the same way that the equity marketplace has built up liquidity by cross-listing assets across multiple regional exchanges. I think that's the way you get the most eyeballs on it. There's gonna have to be a lot of kind of participation agreements with the other token exchanges, which we're actively working on, where we're literally creating the marketplace for these real-world asset tokens.

Understood. Really appreciate the detail there. I think it'll be interesting to see how that develops over time. Then switching gears to the institutional side, you mentioned you're working on, you know, co-investment channels with larger institutions. Can you provide any detail on the color or I'm sorry, of the timing of a potential rollout there?

Yeah. Well, I think what we need to do is deploy the balance sheet capital in conjunction with some of these institutional partners, to demonstrate the scalability. Then once we do that, we're going to be able to talk about it. To give you a little more color, we're talking to people both on, you know, the bank side of the equation with U.S. investment banks, as well as U.S. asset managers that can deploy large amounts of capital, whether it be out of their funds balance sheets, off their own balance sheets, or through their retail distribution networks so that these products that are multi-billion-dollar TAM products that we've created can just be rapidly scaled up. I think we've created the structure and the wrapper. Now we're executing on the distribution.

I'd say that's coming in the near term.

Understood. Which is a more attractive, you know, distribution channel in your view? Is it more retail or institutional over time?

Well, well, high net worth retail is equivalently attractive to co-investment with institutional investors from a just pure revenue perspective. Retail tokenization even is a higher fee structure than the institutional structure, you can't put as much scale into it today. Does that make sense?

Got it.

Yeah.

That makes sense. That makes sense. Last question from me, just, you know, while the, you know, distribution is in development, well, I guess let me back up. How much is left on the buyback authorization at this point?

I believe the original buyback authorization was $200 million, I mean, we're working off that original authorization. We in theory could use all the capital on the balance sheet to buy back stock.

Yeah. Is it fair to assume that you'll just continue to buy back stock? I mean, 50% discount to NAV. Fair to assume you'll just buy back stock in the near term as these distribution channels, you know, ultimately develop?

Yeah. I mean, we're gonna stay active on the buyback. That's what I've said. I mean, we just have to balance, you know, revenue generation versus buyback. They go hand in hand, we're gonna have to be running both in parallel.

That makes sense. I appreciate your time. That's all from me. Thanks.

Okay, thanks.

Your next question will come from Mark Palmer with The Benchmark Company. Your line is open. Please ask your question.

Yes, good morning. Thanks for taking my question. Little bit of a bigger picture question. You know, the company has been, you know, leaning into the AI infrastructure financing space of late. You know, at the same time, you know, you have the other verticals in aircraft, auto, manufactured housing. You know, if we were to look out into, you know, end of 2026 into 2027, you know, how should investors think about what the company's mix will look like in terms of activity, revenue, EBITDA contribution and the like? You know, how do you see all of those proportions working out over time? Thank you.

Good question, Mark. Right now you can see we're equally balanced between the manufactured home mortgages and the aircraft assets. I think you'll see our investment in AI infrastructure rapidly scale up in the next weeks, if not months. The opportunity is gargantuan. The demand pipeline that we're looking at is really big, and I think the just absolute yield opportunity is high. We're working with the data centers, the neoclouds, and we're working with all the new edge compute companies on what their data centers are gonna look like, and that opportunity set is large. I think that's gonna become a huge percentage of the balance sheet.

Then we mentioned earlier the aircraft engine opportunity is quite large because of the relationships we now have with two of the largest commercial airlines in the United States, and we have master services agreements with them. They have a lot more appetite to continue leasing with us, and so we could scale that up pretty quickly too. I think those two places are gonna be a focus for us now to ramp our activity up.

Thank you. Just one quick question with regard to the strategic review. Anything that you can share with us with regard to the timing? You know, when that could proceed through and when it might conclude. Thank you.

Yes. All right. Good question. The special committee is meeting on a regular basis, being advised by Clear Street Investment Banking. There's been a lot of interesting opportunities presented. They're being actively evaluated. New opportunities keep arising from the work we're doing and the work that Clear Street is doing. I think that we, just to be prudent, need to give it at a minimum till the end of the year. I think the process will probably conclude before that, but that's the focus of the committee, is to evaluate all the opportunities and give everything sort of a fair look.

Very good. Thank you.

Yep.

There are no more questions at this time. I'd now like to turn the call over to John Kristoff for closing remarks.

Yes, thank you everyone for joining us this morning. As always, if you have follow-up questions, please feel free to reach out to me directly. Thanks again.

Hello and welcome to Forum Markets' fourth quarter and fiscal year 2025 earnings conference call. During today's discussion, all callers will be placed in a listen-only mode. Following management's prepared remarks, the call will be open for questions.

This call is being recorded on March 31, 2026, and a replay will be made available on Forum's investor relations website later today. I will now turn the call over to John Kristoff, Senior Vice President, Corporate Communications and Investor Relations.

Thank you, Catherine. Hello, and thank you all for joining Forum's fourth quarter and fiscal year 2025 financial results conference call. Joining me today on the call are McAndrew Rudisill, Chairman and Chief Executive Officer, and John Saunders, Chief Financial Officer. We hope you've had an opportunity to review our fourth quarter and fiscal year 2025 financial results issued earlier this morning.

We've also posted an earnings presentation to our investor relations website. As a reminder, some of the matters we'll be discussing on this morning's call are forward-looking in nature. Please keep in mind that actual results could differ materially from what is expressed in these forward-looking statements. Forum assumes no obligation to update the information, and we encourage you to refer to our most recent filings with the SEC for a discussion of factors that could cause actual results to differ materially from these statements.

During our call today, we may also reference certain non-GAAP financial measures which we believe provide useful information for investors. A reconciliation of these non-GAAP measures to the corresponding GAAP measure can be found in our press release and presentation on our investor relations website. With that, I'll turn the call over to McAndrew.

Thank you, John, and good morning. Thank you all for joining us. Since last year, we have executed against a single clear strategic objective, modernizing capital markets through the tokenization of institutional-grade real-world assets.

Over the past several months, we've established the infrastructure, partnerships, and asset pipelines required to bring real-world credit on chain, and we have done so with the discipline and speed that this opportunity demands. The opportunity in front of us is significant.

The global market for tokenized real-world assets is projected to grow from approximately $20 billion today to $2-$4 trillion by 2030, according to McKinsey. BlackRock, Franklin Templeton, and other leading asset managers have already moved to tokenize portions of their portfolio, validating the infrastructure thesis we are building towards.

The verticals we are targeting, including auto credit, residential lending, equipment finance, and commercial real estate, represent trillions of dollars of outstanding obligations. The vast majority of which remain untokenized and inaccessible to a broad investor base. These markets have historically relied on fragmented, manual, and batch processes for funding and distribution.

These legacy processes result in higher fees, longer settlement times, and constrained access. We believe blockchain infrastructure can fundamentally improve that system by making settlement more efficient, more transparent, and more accessible. Our vision is to democratize access to institutional-grade, high-yield products backed by real-world assets and delivered to investors on chain.

We are positioned at the very early stages of what we believe will be one of the most significant transformations in the history of capital markets. That economic model is central to how we think about building this business. We expect to create value through multiple complementary channels. First, by generating revenue from yield on assets we acquire or finance prior to tokenization.

Second, by earning economics from structuring and originating tokenized products. Third, by generating recurring revenue through managing these assets. Finally, over time, by benefiting from trading and market activity as secondary liquidity develops. This is a virtuous cycle that differentiates Forum and creates unique opportunities in the marketplace.

We are applying TradFi processes while leveraging DeFi technology to democratize cash-generating assets to all investors. We are actively generating revenue from yield on our asset base today, and the tokenization we are perfecting will multiply the value of that model over time.

That combination of immediate cash flow generation while building long-term scale is what makes Forum structurally different from a typical digital asset company. Since our last call, we have made substantial progress building the asset origination ecosystem that underpins our strategy.

Our partnership with Aero Engine Solutions and our strategic investments in Karus and Zippi are central to that effort because they give us access to asset pipelines, underwriting capabilities, and origination infrastructure across multiple categories of real-world credit.

Aero Engine Solutions provides us with a strong pipeline of high-demand aircraft engines leased by some of the largest and most profitable airlines in the world, along with the asset management and aviation expertise underlying our aircraft engine token program.

Karus brings AI-driven analytics and established relationships across the auto lending ecosystem, providing access to high-quality auto credit pipelines and underwriting infrastructure. Zippi provides a digital origination platform for manufactured housing finance, a segment we believe is significantly underserved and well-suited for tokenized credit products.

Together, these relationships give us a scalable multi-category asset supply chain that we expect to be a durable competitive advantage as we grow the platform. Both Karus and Zippi are performing well within our expectations from an operational and investment perspective. Zippi is currently expanding from its initial build phase to a period of significant scale and margin expansion, expecting to double annual revenue and achieve EBITDA profitability by late 2026.

Karus is prioritizing the optimization of its proprietary AI and machine learning models to enhance underwriting precision while rapidly expanding its network of lending platform customers and driving substantial originations growth.

The company is in a steep growth trajectory, targeting over $50 million in monthly originations in the latter half of 2026 as it scales its enterprise platform and dealer network. Forum recently moved from RWA tokenization concept to actual execution with the launch in February of the Eurus Aero Token One on liquidity.io.

By structuring a product backed by contracted cash flows from jet engines on lease with a major U.S. air carrier, we demonstrated our ability to bring real income-producing assets on chain and offer it to qualified investors through a compliant institutional-grade framework. That is exactly what we said we would do in our initial capital raise last summer, and a few short months later, we did it.

With that proof of concept established, our focus now turns to two clear priorities, expanding our menu of token offerings and building the distribution infrastructure to drive meaningful adoption at scale. I'll start with retail. On the retail side, Liquidity.io serves as our primary distribution platform. Soon we expect to begin ramping marketing for our tokens as Liquidity.io grows their user base through expanded product offerings, including crypto trading and tokenized equities.

We are actively working with their team to ensure Forum's tokenized products are prominently positioned with their user base as it grows. Institutional. On the institutional side, we are in discussions with a number of large financial institutions, family offices, and other private platforms that have expressed interest in accessing tokenized real-world credit products.

We intend to establish direct distribution relationships as we bring additional token offerings to market across new asset categories. Institutional distribution channels will take time to develop, but we are working to build them deliberately and see a growing pipeline of interested counterparties.

The successful launch of Eurus Aero Token one gives us both a proof point and a template. We know the infrastructure works, now we scale it. As we build our distribution capabilities and partnerships, we continue to expand the asset base to support future tokenized products.

Our acquisition of a manufactured and modular home loan portfolio provides direct ownership of a cash flow generating residential credit pool that we intend to use as a foundation for future tokenized products. Recently, the establishment of our auto loan warehouse facility added another important layer to the platform.

That facility enables us to finance high-quality, short-duration auto receivables, support real-time settlement infrastructure, and generate about 12% yield on the entire pool of revolving loans in the warehouse. That is before tokenization. This is an important distinction and serves as a key differentiator of our model. Our strategy is first to accumulate high-quality income producing assets.

Once those assets are on our balance sheet, they immediately begin generating yield, creating a revenue foundation that exists independent of tokenization timelines. Today, we anticipate all these activities to average a blended yield of approximately 10% before tokenization.

Tokenization adds a second layer of value, structuring and origination fees, capital recycling, and an expanding investor base. This creates a self-reinforcing flywheel that compounds over time. No Ethereum price exposure is required. No token price speculation is required. Just real assets generating real cash flows with tokenization as the scaling mechanism on top.

We believe this is among the most differentiated business models in the digital asset space today. Our approach to capital allocation has evolved in lockstep with our strategy. This quarter validated our tokenization thesis, which represents Forum's highest return opportunity.

Deploying capital into income-producing real-world assets and bring them on chain to provide access to all. With that opportunity at hand, we have intentionally eliminated direct ETH price exposure on our balance sheet through ETH sales and derivative hedging of our remaining position.

John will walk through the details, but the headline is this: We have repositioned our balance sheet from a passive digital asset treasury into an active yield-generating operating platform. Forum remains Ethereum first in our infrastructure and fully committed to the network as our settlement layer, but we believe we will generate the strongest long-term returns for our shareholders by actively building on Ethereum rather than passively holding ETH.

Let me be direct about our capital priorities. The pipeline of high-quality real-world assets available to us is growing faster than our current balance sheet can absorb. That is a good position to be in, and it reflects the quality of the origination network we have built. We expect to evaluate additional capital sources in 2026, and we approach that from a position of strength.

Our future capital raise will be disciplined, purposeful, and structured to accelerate the revenue and cash flow growth of the platform. Looking ahead, we believe Forum is a platform that is accelerating. In the near term, that means expanding the asset base and bringing additional tokenized products to market across multiple real-world asset categories.

We are currently working on establishing two additional large high-yield asset origination pipelines, one in AI data center equipment financing and the other in commercial real estate. We believe these will meaningfully expand our addressable opportunity. As the RWA tokenization market matures, we expect to benefit from both the growth of assets under management on the platform and an expanding set of investors seeking access to tokenized yield-generating products.

We are early, and we are exactly where we intended to be. In less than a year, we have built the infrastructure for our platform, proven our technology and thesis, established partnerships to expand the platform, and generated revenue from yield.

As capital markets shift from traditional to blockchain-based systems, we believe the ultimate win-winners will be those that build and scale the optimal platforms first. Our strategy positions Forum to be one of those platforms. Thank you again for joining us today. We appreciate your interest in Forum and look forward to updating you on our continued progress. With that, I'll turn it over to John.

Thank you, McAndrew. Good morning, everyone. Before I walk through the financial details, I want to spend a moment on how we think about measuring progress as a company at this stage of our development. Forum is in active build mode. We are simultaneously deploying capital into income-producing real-world assets, establishing origination infrastructure across multiple credit categories, and building the tokenization platform that will allow us to scale and distribute those assets to a broader investor base.

As a result, the metrics we believe are most relevant to tracking our progress today are assets under management on the platform, yield generated from our asset base, tokenization issuance activity, and in the future, the fee revenue associated with structuring, originating, and managing tokenized products. We intend to report on these metrics going forward to give investors a clear window into the operational trajectory of the business.

As a reminder, Forum's current operating strategy began in August 2025 following our recapitalization and strategic repositioning. Therefore, the results for 2025 reflect only a partial year of operations under the RWA tokenization platform model. For the fourth quarter, Forum generated revenue of approximately $2.4 million and $6.5 million for the full year.

Our fourth quarter revenue reflects the deliberate wind down of our staking activities as we monetized our ETH holdings. Our third quarter revenue of $4.1 million was primarily driven by staking yields and incentive tokens earned through liquid staking activities and is therefore not a relevant baseline. Going forward, we expect revenue to increasingly reflect income generated from real-world asset portfolios, financing activities, and tokenized investment products rather than digital asset yield strategies.

Selling general and administrative expenses were approximately $12 million in the fourth quarter and $240 million for the full year. As discussed previously, the third quarter included significant non-recurring and non-cash charges associated with the company's corporate transformation, including approximately $208 million of stock-based compensation tied primarily to warrant issuances and financing transactions completed during the restructuring.

Net loss for the fourth quarter totaled approximately $229.7 million, compared with a net loss of $216.7 million in the third quarter, which was largely driven by those non-cash expenses. Net loss for the full year was $450.5 million. Adjusted EBITDA loss for the fourth quarter was $224.3 million and $218.5 million loss for the full year.

Turning to the balance sheet, as of December 31, 2025, Forum reported total assets of approximately $306.3 million. Cash and cash equivalents totaled approximately $8 million. During the fourth quarter, we also took steps to streamline the company's capital structure.

In December, we announced plans to redeem the $516 million aggregate principal amount of our 2028 convertible notes, which we believe simplifies the balance sheet and improves financial flexibility as we scale our platform. As McAndrew Rudisill described, we have fully repositioned the balance sheet. We exited direct ETH price exposure and redeployed that capital into cash and income-producing real-world assets. These are assets that generate yield today, regardless of where ETH prices move.

This was a deliberate and strategic decision to mitigate volatility in our capital base as we put the full weight of our company behind asset acquisition and yield generation. It reflects our conviction that the potential for sustainable long-term value creation is much greater from building the operating platform on top of Ethereum than from holding the underlying asset.

We remain Ethereum first in our technology infrastructure. Every tokenized product we bring to market settles on an Ethereum Layer 2 network. We believe a stable asset-backed balance sheet makes us a more credible, more resilient, and ultimately more valuable company.

As of today, we currently hold 12,441 ETH, which is for our 3.5% ETH collateralized loan. We intend to hold that loan to term and will sell the collateral to pay off the loan and generate additional proceeds, though we have hedged our remaining ETH position. Essentially, we have eliminated direct exposure to ETH on our balance sheet.

Our current cash and cash equivalent position is $103 million, providing substantial liquidity to support asset acquisition, infrastructure development, and other strategic initiatives. We hold $18.8 million in aircraft engine assets, $1.7 million in auto loans, and $6.1 million in manufactured home loans. Our equity holdings in Liquidity.io's parent company, Satschel, Inc., Karus, and Zippi are $13.7 million, $9.8 million, and $22.3 million respectively.

We have a large base of historically stable cash-generating assets, no remaining exposure to volatile price movements in Ethereum, zero net debt, which we believe represents an extremely attractive entry point for investors. Looking ahead, our capital allocation priorities remain focused on three areas. First, deploying capital into cash flow generating real-world assets that can serve as the foundation for future tokenized investment products.

Second, continuing to expand the infrastructure and partnerships required to originate and distribute those assets through blockchain-based markets. And third, maintaining a strong liquidity position to support disciplined growth. As the platform scales and our asset pipeline continues to grow, we expect to pursue additional capital in 2026 to accelerate deployment.

We will be disciplined about structure and timing, and any capital raised will be sized to the opportunity in front of us, not the needs behind us. For the full year 2026, we are introducing our initial guidance range for platform assets under management. We expect to exit 2026 with between $125 million and $200 million in assets under management across our tokenized and pre-tokenization credit portfolios.

This range reflects our current asset pipelines across aircraft engines, auto credit, manufactured housing, and the two new origination channels we are establishing in commercial real estate and equipment financing. We are also introducing initial revenue guidance for full year 2026.

Given that AUM is expected to grow asymmetrically in the back half of the year, our yield generation will be limited by partial year timing based on when the assets come online. As a result, we expect total revenue to be in the range of $18 million to $26 million.

This guidance reflects yield income from our existing and anticipated asset base, structuring and origination fees from tokenized product launches, and early-stage asset management economics as tokenized products remain outstanding. We are not providing earnings guidance at this time as we continue to invest in the platform infrastructure and origination capabilities that we believe will drive meaningfully higher revenue and earnings power in future periods.

In addition, we are targeting AUM at year-end 2027 to be $300 million-$400 million, which could result in year-over-year revenue growth of 50%-100% in 2027. In summary, 2025 was the year we built the foundation. We repositioned the company, proved the technology, established the partnerships, and began generating real yield. 2026 is the year we scale.

By the time we exit the year, we expect to have a materially larger asset base, a broader portfolio of tokenized products in market, and a distribution infrastructure capable of supporting significant growth. We are targeting positive cash flow in 2027 and meaningful year-over-year revenue acceleration as we exit 2026.

The fundamentals of this business yield today, tokenization economics tomorrow, recurring asset management fees over the long term are intact and improving. We look forward to demonstrating that progress each quarter. With that, I'd like to turn the call back over to the operator for questions.

Thank you. At this time, if you would like to ask a question, please click on the Raise Hand button, which can be found on the black bar at the bottom of your screen. When it is your turn, you will receive a message on your screen from the host allowing you to talk, and then you will hear your name called. Please accept, unmute your audio, and ask your question. We will wait one moment to allow the queue to form. Our first question will come from Mark Palmer with Benchmark. You may now unmute your audio and ask your question.

Yes. Thank you, and thanks for taking my question. With regard to the company's guidance for full year 2026, you know, it's obviously a fairly wide range in terms of AUM and revenue. If you could provide a bit of color on what would enable the company to come closer to the higher end of those ranges versus the lower end. What would need to play out over the course of the year to realize that?

Hey, Mark, this is McAndrew. I'll start, and then I'll let John jump in. I'd say from the various pipeline opportunities we have, you know, there's demand that's much greater than the upper end of the guidance. I think we purposely were conservative with the range in that the lower end is kind of the assets that we can deploy today that are on the balance sheet.

The upper end is a conservative estimate of what could be raised to be deployed into all these various channels, plus the two new channels that I talked about on the call. One on the AI equipment finance and the other in commercial real estate. If you add up all five of the channels collectively, we could easily surpass that number. It's just subject to capital. John, if you want to add to that.

Yeah. I think that, McAndrew highlighted the mix of investments and the potential for high-yield investments, as well as our ability to deploy some of that capital quickly. We have a number of opportunities where we believe we can deploy a significant amount of capital here in the next month or two, as well as our ability to ramp token sales later in the year, and generate fee revenue from those token sales sooner. Those would all help us contribute to achieving the higher end of that guidance range.

Thank you. You know, with regard to the two new verticals that you're pursuing, you know, what we have seen Forum do in the past is create a supply of assets for tokenization via partnerships or acquisitions. How are you thinking about accessing supply with regard to those two new verticals?

I'll start with the equipment finance on the AI equipment side. We've made direct inroads with some of the largest chip distributors and chip manufacturers in the United States. Obviously there's a tremendous amount of demand that's being generated from the AI data center build out around the world. We're creating a pretty large pipeline in that space to help some of the neoclouds and hyperscalers finance the chip purchases of those assets.

That's number one. On the commercial real estate side, we've spent a lot of time looking at really large institutional partners to align ourselves with that have access to a tremendous amount of capital. I think we've identified a very high quality partner that we can access the commercial real estate market with. Neither of those require equity investments from us today in those businesses to execute on the financing of the assets. That is the plan on those two new verticals.

Very good. Thank you very much.

Our next question comes from Brendan McCarthy with Sidoti. Please go ahead with your question.

Great. Good morning, everybody. Appreciate you taking my questions here. I just wanted to start off talking about the asset pipeline. You know, I think you mentioned demand is very strong right now. Can you talk about how you intend to ultimately fund the purchase of the risk-weighted assets, as far as the upfront capital outlay goes?

Hey, Brendan, it's McAndrew. Thanks for the question. Yeah, I mean, we have, as John pointed out, $103 million of cash on the balance sheet today. The first step is deploy that cash over the next couple of months into the direct purchase of these assets, and into the facilities to generate revenue off that capital. The next step is once that's deployed and generating revenue, obviously if the opportunity arises, raise more capital around it.

That makes sense. I appreciate that. Yeah, obviously you guys have done a great job, you know, optimizing the balance sheet. I think you mentioned zero net debt, with assets now in you know, yield generating assets on the balance sheet. Do you have a measure of net asset value at this point?

Yeah. I mean, I'm gonna let John hit that directly, but when he spoke, he walked through how much we have in aircraft engines, auto loans, and manufactured home loans as revenue producing assets plus the cash, and then we have obviously our equity investment. Why don't we walk through that again, John?

Yeah. You know, today it's approximately $27 million in assets that are prepared or are already tokenized. As of today and tomorrow we'll be closing on some more of those loans. We have a very regular cadence we've established to be able to acquire some of those assets.

We also have those equity investments that McAndrew mentioned, the $46 million. Yes, we've just closed on another engine on our set of loans. Today it's at $27 million, but we have the opportunity to deploy a very significant amount of capital here in April. We expect that AUM number to pop in Q2.

I mean, total assets, you know, cash plus physical asset investments plus credit plus equity investments, I mean, it's approximately $175 million-$185 million today, with 20.3 million shares outstanding.

Got it. I appreciate the detail there. Yeah, obviously large disconnect in the markets right now. Last question from me, just looking at the guidance breakdown, how do you kind of factor in the revenue outlook and, you know, the amount of revenue that will come from your different, you know, revenue streams being, you know, yield income, origination fees, and then AUM income?

I'll start with the just aggregated yield on some of the newer platforms and also on the existing. I think you're gonna see the yield is substantially higher on some of the equipment finance and the aircraft engines, and it will push the blended yield of 10% up, as we deploy more capital into the equipment finance.

That's part of why you see the revenue start to ramp as we get into that more equipment finance and more engine finance. From an absolute range of revenue, we try to be conservative, like I talked about earlier, in terms of using the capital we have on the balance sheet as a base level of revenue, and then expanding up to that 200 million AUM plus to get to the higher end of revenue.

I don't think we're assuming very much in other areas where we generate revenue, i.e. the tokenization and fee income. I mean, that's all sort of incremental revenue that can occur. What we're saying is that the revenue generated is the revenue generated from the assets that we have under management over the course of the year. John, you can add to that.

Yeah. We really expect to see the fee revenue ramp into the Q4 of this year and into 2027. Initially we are acquiring the assets, then we will be tokenizing the assets and while we're developing go-to-market and marketing strategy for selling those tokens, and we expect that flywheel to continue to accelerate throughout Q3, Q4, and really showcase into 2027 with the origination management fees and trading fees on those tokens.

It's important we build the menu up first before we really put capital into the retail side of advertising for distribution. Also before we present it institutionally, you know, to, from a distribution perspective, so that there's a minimum range of options and yield and risk for people to choose from.

That makes sense. I appreciate the detail there. Thanks, McAndrew. Thanks, John.

Thank you.

That concludes the question and answer portion of today's call. I will now hand the call back to John Kristoff for closing remarks.

Thank you. Thank you everyone for joining us this morning. As always, if you have additional questions, please feel free to reach out to me directly. Have a good day.