8-K: Forge Global Reports Record Revenue and Narrowest EBITDA Loss in Q2 2025

Forge Global Holdings, Inc. announced strong second quarter 2025 financial results, achieving record revenue as a public company and significantly improving its Adjusted EBITDA loss, driven by robust trading volume and strategic platform enhancements.

Summary

• Total revenues less transaction-based expenses for the second quarter of 2025 increased 10% quarter-over-quarter to $27.6 million, marking the second consecutive highest revenue quarter as a public company.
• For the first half of 2025, total revenues less transaction-based expenses grew 28% year-over-year to $52.7 million.
• Net loss for Q2 2025 was $16.6 million, a 2% increase quarter-over-quarter from $16.2 million.
• First half 2025 net loss declined 1% year-over-year to $32.8 million.
• Adjusted EBITDA loss improved to $5.4 million in Q2 2025 from $8.9 million in the prior quarter, representing the lowest Adjusted EBITDA loss as a public company.
• First half 2025 Adjusted EBITDA loss improved 33% year-over-year, from $21.4 million to $14.3 million.
• Trading Volume increased 9% quarter-over-quarter to $756.1 million in Q2 2025, and 77% over the prior year quarter.
• First half 2025 trading volume reached $1.4 billion, up 110% year-over-year, exceeding full year 2024 trading volume.
• Net Take Rate increased from 2.3% to 2.4% quarter-over-quarter.
• Total Marketplace revenues, less transaction-based expenses, increased 17% quarter-over-quarter to $18.5 million.
• Total Custodial Accounts increased 4% quarter-over-quarter to 2.6 million.
• Total Assets Under Custody increased 3% quarter-over-quarter to $18.1 billion.
• Total Custodial Client Cash declined 4% quarter-over-quarter to $440 million.
• Total Custodial Administration Fee revenues, less transaction-based expenses, decreased 2% quarter-over-quarter to $9.1 million.
• Available liquidity, including cash and cash equivalents and investments, stood at $81.8 million as of June 30, 2025.
• The company launched its new Next Generation Marketplace on June 26, 2025, designed to transform private market trading into a more intuitive, data-rich, and automated experience.
• Forge Global partnered with Fortune Media on June 26, 2025, to launch a new series of private market lists and rankings powered by Forge's proprietary data.
• The acquisition of Accuidity, LLC, a specialized asset management firm focused on private market investing, was completed two days after the close of Q2 2025, expanding Forge's investment management and wealth capability.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to record revenue, significantly improved Adjusted EBITDA loss, and substantial growth in trading volume. Strategic initiatives like the Next Generation Platform launch and the Accuidity acquisition further bolster the positive outlook, despite a slight increase in net loss quarter-over-quarter.

Positives

• Achieved second consecutive record quarter in terms of total revenues less transaction-based expenses, reaching $27.6 million in Q2 2025, a 10% quarter-over-quarter increase.
• First half 2025 total revenues less transaction-based expenses increased 28% year-over-year to $52.7 million.
• Reported the lowest Adjusted EBITDA loss as a public company at $5.4 million in Q2 2025, a significant improvement from $8.9 million in the prior quarter.
• First half 2025 Adjusted EBITDA loss improved 33% year-over-year, from $21.4 million to $14.3 million.
• Trading Volume surged 77% year-over-year and 9% quarter-over-quarter to $756.1 million in Q2 2025.
• First half 2025 trading volume of $1.4 billion exceeded the full year 2024 trading volume, indicating strong market activity.
• Net Take Rate increased from 2.3% to 2.4% quarter-over-quarter, showing improved monetization of transactions.
• Total Marketplace revenues, less transaction-based expenses, grew 17% quarter-over-quarter to $18.5 million.
• Total Custodial Accounts increased 4% quarter-over-quarter to 2.6 million, indicating client base expansion.
• Total Assets Under Custody grew 3% quarter-over-quarter to $18.1 billion.
• Successfully launched the Next Generation Marketplace, enhancing the private stock trading experience.
• Formed a strategic partnership with Fortune Media to leverage proprietary private market data for new rankings and insights.
• Completed the acquisition of Accuidity, LLC, expanding investment management and wealth capabilities, aligning with long-term strategic vision.

Negatives

• Net loss increased 2% quarter-over-quarter to $16.6 million in Q2 2025 from $16.2 million in Q1 2025.
• Total Custodial Client Cash declined 4% quarter-over-quarter to $440 million.
• Total Custodial Administration Fee revenues, less transaction-based expenses, decreased 2% quarter-over-quarter to $9.1 million.

Risks

• The filing refers to risks and uncertainties described in Forge's documents filed, or to be filed, with the SEC, which may cause actual results to differ materially from current expectations. However, specific risks are not detailed within this 8-K filing.

Future Outlook

Management expects second half year-over-year organic revenue and Adjusted EBITDA growth rates to continue in line with the year-over-year growth rates observed in the first half of the fiscal year. Revenues in the third quarter are generally anticipated to be lower than Q2 and Q4 due to seasonality.

Management Comments

• Kelly Rodriques, CEO: "Q2 marked a milestone quarter for Forge as we launched our new marketplace experience on our Next Generation Platform and achieved our second consecutive record quarter in terms of revenue, and our narrowest quarterly EBITDA loss since going public."
• Kelly Rodriques, CEO: "Across four key verticals – trading, data, custody, and wealth – we see accelerating demand for the modern private market infrastructure that Forge is delivering. Forge is strategically positioned at the intersection of these trends – and our Next Generation Strategy is designed to address this opportunity."
• James Nevin, CFO: "We expect second half year-over-year organic revenue and Adjusted EBITDA growth rates to continue inline with the year-over-year growth rates we have seen in the first half."
• James Nevin, CFO: "Revenues in Q3 are generally lower than Q2 and Q4 driven by seasonality."

Industry Context

Forge Global's strong performance, particularly in trading volume and marketplace revenue, indicates a growing demand for modern private market infrastructure. The launch of its Next Generation Platform and strategic partnerships like the one with Fortune Media position Forge to capitalize on the increasing interest and activity in private market investing, aligning with broader trends of digitalization and increased transparency in alternative assets.

Comparison to Industry Standards

• No specific comparable companies, projects, or results are detailed within this filing for direct assessment against global benchmarks.

Stakeholder Impact

• Shareholders: Positive impact due to strong revenue growth, improved profitability metrics (Adjusted EBITDA), and strategic initiatives that position the company for future growth in the private market.
• Customers (private investors and shareholders): Positive impact through the launch of the Next Generation Marketplace, offering a smarter, more intuitive, and data-rich trading experience.
• Employees: Potential positive impact from company growth and strategic expansion, though no specific details on employee-related impacts are provided.

Next Steps

• Forge will host a webcast conference call on July 30, 2025, at 8:00 a.m. Eastern Time / 5:00 a.m Pacific Time to discuss these financial results and business highlights.

Key Dates

Recommendation

The company demonstrates strong operational momentum with record revenue and significantly reduced Adjusted EBITDA loss, indicating a clear path towards profitability. The substantial increase in trading volume and strategic investments in its Next Generation Platform and the Accuidity acquisition position Forge for continued growth in the expanding private market. While still operating at a net loss, the positive trends in key financial and operational metrics suggest a compelling investment opportunity for long-term growth.

Keywords

Private Market, SEC Filing, Financial Results, Earnings, Trading Volume, Marketplace, Custody, Fintech, Alternative Assets, Investment Solutions, Corporate Governance, FRGE, Forge Global