Forge Global Holdings, Inc. Reports First Quarter Fiscal Year 2025 Results

   -- Total Revenues Less Transaction-Based Expenses of $25.1 million in 1Q25, 
      highest as a public company. 
   -- Total Marketplace Revenues Less Transaction-Based Expenses of $15.8 
      million in 1Q25. 
   -- Total Trading Volume of $692.4 million in 1Q25, an increase of 132% over 
      the prior quarter. 
   -- Total Custodial Administration Fees Less Transaction-Based Expenses of 
      $9.3 million in 1Q25. 
   -- Total Custodial Client Cash of $459.7 million as of March 31, 2025. 
SAN FRANCISCO--(BUSINESS WIRE)--May 07, 2025-- 

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 March 31, 2025.

"In Q1, we achieved our best revenue quarter as a public company - driven largely by an improvement in our marketplace revenue," said Kelly Rodriques, CEO of Forge. "Revenue for the quarter totaled $25.1 million while marketplace revenue contributed $15.8 million on trading volume of nearly $700 million. The increase in revenue and volume was fueled by improved market dynamics that drove a diversity of new and re-engaged interest to our platform, as well as several institutional block trades that closed in the quarter. We're encouraged by the continued momentum of the private market even amid macro economic volatility."

Financial Highlights for the First Quarter of 2025

Revenue: Total revenues less transaction-based expenses was $25.1 million compared to $18.3 million, a 37% increase quarter-over-quarter, and Forge's highest revenue quarter as a public company.

Operating Loss: Total operating loss was $16.5 million compared to $18.7 million quarter-over-quarter. Excluding CFO transition costs, Total operating loss in the first quarter was $14.1 million.

Net Loss: Net loss was $16.2 million compared to $16.0 million quarter-over-quarter.

Adjusted EBITDA: Total Adjusted EBITDA loss was $8.9 million compared to $10.9 million quarter-over-quarter. Excluding cash CFO transition costs, Adjusted EBITDA in the first quarter was $7.5 million.

Cash Flow from Operating Activities: Net cash used in operating activities was $12.8 million compared to $7.9 million quarter-over-quarter, primarily driven by payment of annual incentive compensation.

Ending Cash Balance: Cash and cash equivalents and investments as of March 31, 2025 were $93.1 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 (as defined below), for the quarter ended March 31, 2025, was 12,533,704 shares and fully diluted outstanding share count as of March 31, 2025 was 14,412,190 shares.

Forge estimates for the quarter ended June 30, 2025 that it will have 12,295,210 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.

As a reminder, Forge effected a reverse stock split of its common stock on April 14, 2025 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every fifteen (15) shares of common stock issued or outstanding were automatically reclassified into one (1) validly issued, fully-paid and non-assessable new share of common stock. All figures in this press release have been adjusted to reflect the Reverse Stock Split, as applicable. For more information on the effects of the Reverse Stock Split, see Forge's Current Report on Form 8-K filed with the SEC on April 14, 2025 and Forge's Quarterly Report on Form 10-Q to be filed on or about the date of this press release.

KPIs for the First Quarter 2025

   -- Trading Volume went from $298.5 million to $692.4 million, up 132% 
      quarter-over-quarter. 
   -- Net Take Rate went from 2.8% to 2.3% quarter-over-quarter. 
   -- Total Marketplace revenues, less transaction-based expenses went from 
      $8.4 million to $15.8 million, up 88% quarter-over-quarter. 
   -- Total Custodial Accounts went from $2.38 million to $2.51 million, up 6% 
      quarter-over-quarter. 
   -- Total Assets Under Custody went from $16.9 billion to $17.6 billion, up 
      4% quarter-over-quarter. 
   -- Total Custodial Administration Fee revenues, less transaction-based 
      expenses went from $9.8 million to $9.3 million, down 6% 
      quarter-over-quarter. 
   -- Total Custodial Client Cash went from $482.9 million to $459.7 million, 
      down 5% quarter-over-quarter. 

Additional Business Metrics for the First Quarter of 2025

   -- Total Number of Companies with Indications of Interest (IOIs): The total 
      number of companies with IOIs were 546, up 2.1% quarter-over-quarter. 
   -- Headcount: Forge finished out the quarter ended March 31, 2025 with a 
      total headcount of 306. 

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 Enters into a Non-Binding Letter of Intent for the Acquisition of 
      Accuidity Capital Management: Forge entered into a non-binding term sheet 
      with Accuidity Capital Management ("Accuidity") and its controlling 
      equity holders to acquire 100% of the outstanding equity interests of 
      Accuidity, a specialized asset management firm focused on private 
      investing, through a merger transaction. 
   -- Forge and ICE to Bring Greater Transparency to Private Markets with Forge 
      Price$(TM)$: Forge entered into an agreement with Intercontinental Exchange 
      $(ICE)$, a leading global provider of data and technology, to 
      distribute Forge Price(TM), a novel proprietary pricing dataset for 
      private company equity. As part of this agreement, Forge Price(TM) will 
      be distributed via ICE distribution channels together with ICE's suite of 
      data offerings. Forge Price(TM) is a derived dataset that reflects the 
      up-to-date indicative price performance for approximately 200 
      venture-backed, pre-IPO companies. 
   -- Forge and Yahoo Finance Launch Industry's First Private Market Hub, 
      Expanding Access to Private Market Investment Opportunities: Forge enters 
      into a first-of-its-kind partnership with Yahoo Finance to provide 
      up-to-date pricing information on many of the top unicorn companies in 
      the world. Through this collaboration, investors will now have access to 
      real-time pricing and valuation data for late-stage U.S. private 
      companies before they go public through Yahoo Finance's private market 
      hub. 

Webcast/Conference Call Details

Forge will host a webcast conference call today, May 7, 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, a non-GAAP financial measure. Forge uses Adjusted EBITDA to evaluate its ongoing operations and for internal planning and forecasting purposes. Forge believes that Adjusted EBITDA, when taken together with the corresponding GAAP financial measure, provides meaningful supplemental information regarding its performance by excluding specific financial items that have less bearing on its core operating performance. Forge considers Adjusted EBITDA to be an important measure because it helps 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 of Adjusted EBITDA as a tool for comparison. A reconciliation is provided below for Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review Adjusted EBITDA and the reconciliation of Adjusted EBITDA to net loss, and not to rely on any single financial measure to evaluate Forge's business.

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