8-K/A: Forge Global Reports Strong Q2, Corrects Net Loss

Forge Global Holdings, Inc. announced corrected second-quarter 2025 financial results, showing improved net loss and continued revenue growth driven by record marketplace performance.

Summary

• Forge Global Holdings, Inc. filed an 8-K/A to correct its previously announced unaudited financial results for the second quarter and six months ended June 30, 2025.
• The correction relates to non-cash adjustments for warrant liabilities, improving Net Loss figures without impacting revenues, cash flows, Adjusted EBITDA, or Adjusted EPS.
• Total Revenues Less Transaction-Based Expenses for the first half of 2025 increased 28% year-over-year to $52.7 million.
• Second quarter 2025 Total Revenues Less Transaction-Based Expenses reached $27.6 million, a 10% quarter-over-quarter increase and the second consecutive record revenue quarter as a public company.
• Net Loss for the first half of 2025 decreased 13% year-over-year to $28.6 million.
• Second quarter 2025 Net Loss improved to $12.4 million, a 23% decrease quarter-over-quarter from $16.2 million (and from $16.6 million in the original release).
• First half 2025 Adjusted EBITDA loss improved 33% year-over-year to $14.3 million.
• Second quarter 2025 Adjusted EBITDA loss was $5.4 million, the lowest as a public company, improving from $8.9 million in the prior quarter.
• First half 2025 Trading Volume increased 110% year-over-year to $1.4 billion, exceeding full year 2024 trading volume.
• Second quarter 2025 Trading Volume increased 9% quarter-over-quarter to $756.1 million and 77% over the prior year quarter.
• Net Take Rate for Q2 2025 increased 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 grew 4% quarter-over-quarter to 2.6 million.
• Total Assets Under Custody increased 3% quarter-over-quarter to $18.1 billion.
• Net cash used in operating activities improved to $7.8 million in Q2 2025 from $12.8 million in the prior quarter.
• Available liquidity as of June 30, 2025, was $81.8 million in cash and cash equivalents and investments.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to significant improvements in key financial metrics, including record revenues, substantially reduced net and EBITDA losses, and strong trading volume growth. Strategic initiatives like the new platform launch and acquisition further bolster the positive outlook, despite the company still operating at a loss.

Positives

• Total Revenues Less Transaction-Based Expenses increased 28% year-over-year for 1H25 to $52.7 million, demonstrating strong top-line growth.
• Achieved second consecutive quarter of record revenue as a public company, with 2Q25 Total Revenues Less Transaction-Based Expenses at $27.6 million.
• Net Loss significantly improved, decreasing 13% year-over-year for 1H25 to $28.6 million and 23% quarter-over-quarter for 2Q25 to $12.4 million.
• Adjusted EBITDA loss improved 33% year-over-year for 1H25 to $14.3 million, indicating better operational efficiency.
• Recorded the lowest Adjusted EBITDA loss as a public company in 2Q25 at $5.4 million.
• Trading Volume surged 110% year-over-year for 1H25 to $1.4 billion, surpassing full year 2024 volume, highlighting increased market activity.
• Net Take Rate increased quarter-over-quarter to 2.4%, suggesting improved monetization of transactions.
• Successful launch of the Next Generation Marketplace on June 26, 2025, enhancing the private market trading experience.
• Strategic partnership with Fortune Media to launch private market lists and rankings, leveraging proprietary data.
• Completion of the Accuidity, LLC acquisition expands investment management and wealth capabilities, aligning with long-term strategic vision.

Negatives

• 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.
• The company continues to operate at a net loss and Adjusted EBITDA loss, despite improvements.

Risks

• The company's forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from current expectations, as detailed in Forge's documents filed, or to be filed, with the SEC.

Future Outlook

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

Management Comments

• "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." Kelly Rodriques, CEO
• "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." James Nevin, CFO

Industry Context

Forge Global operates in the private market infrastructure sector, which is experiencing accelerating demand for modern solutions. The launch of its Next Generation Platform and strategic acquisition of Accuidity position the company to capitalize on trends across trading, data, custody, and wealth management in the private market. The partnership with Fortune Media further solidifies its position as a data and thought leader in this evolving space.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results for direct industry standard assessment. However, the reported 110% year-over-year increase in 1H25 trading volume to $1.4 billion, exceeding full year 2024 volume, indicates strong growth relative to its own historical performance and suggests robust activity in the private market sector it serves.

Stakeholder Impact

• Shareholders: Positive impact due to improved financial performance, reduced losses, and strong growth in key business metrics, potentially leading to increased share value.
• Customers (private market participants): Positive impact from the launch of the Next Generation Marketplace, offering a smarter, more intuitive, and data-rich trading experience.
• Employees: Positive impact from a growing company with strategic initiatives, potentially leading to more opportunities and stability.

Next Steps

• The company will report its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which will conform to the corrected results.
• Management expects to continue year-over-year organic revenue and Adjusted EBITDA growth rates in the second half of the year, in line with the first half.

Key Dates

Recommendation

The company demonstrates strong operational momentum with record revenue, significant trading volume growth, and a substantial reduction in net and Adjusted EBITDA losses. The correction to the net loss further enhances the reported performance. Strategic initiatives like the new platform and the Accuidity acquisition position Forge for continued expansion in the private market. While still operating at a loss, the positive trajectory and accelerating demand for its services suggest strong future potential, making it an attractive 'buy' for investors with a growth-oriented outlook.

Keywords

Private Market, SEC Filing, Financial Results, Trading Volume, Marketplace, Custody, Fintech, Investment Solutions, Earnings, FRGE