FORUM MARKETS Inc

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2026 and 2025

(In thousands)

Condensed Consolidated Statements of Cash Flows

(In thousands)

FORUM MARKETS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Forum Markets, Inc. (formerly ETHZilla Corporation) (the “Company”) was incorporated in the State of Delaware on September 7, 2016.

On February 24, 2026, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to change the Company’s name from “ETHZilla Corporation” to “Forum Markets, Incorporated,” which became effective at 12:01 a.m. Eastern Time on February 25, 2026. Effective March 2, 2026, the Company’s common stock (“Common Stock”) began trading on The Nasdaq Capital Market under the ticker symbol “FRMM,” replacing the ticker symbol “ETHZ.”

The Company’s continuing operations consist primarily of the development of a blockchain-based platform focused on the acquisition, structuring, and tokenization of RWAs, including assets such as aerospace equipment, auto loans, manufactured home loans, and commercial real estate and land, which the Company intends to structure into regulated, tokenized financial products.

During 2025, the Company determined to discontinue its historical pharmaceutical research activities and to cease pursuing commercialization of the blockchain-based gaming technology platform (the “Gaming Technology Platform”) acquired in September 2024. The assets and liabilities and results of operations related to these activities have been classified as discontinued operations for all periods presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and entities in which the Company has a controlling financial interest. They have been prepared in accordance with GAAP. The Company reports financial results in U.S. dollars.

The Company consolidates entities in which it holds a controlling financial interest in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation. As of June 30, 2026, the Company conducts its continuing operations directly through the parent entity. All intercompany transactions and balances have been eliminated in consolidation.

The Condensed Consolidated Financial Statements, in the opinion of management, reflect all adjustments, which include normal and recurring adjustments, necessary to fairly state the Company’s financial position, results of operations, and cash flows for the periods presented herein.

Additional information regarding the Company’s significant accounting policies is included in the Company’s Annual Report.

Use of Estimates

The preparation of accompanying financial statements, in conformity with GAAP, requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates and assumptions used in these Condensed Consolidated Financial Statements include, but are not limited to, the fair value of financial instruments (including staking receivables and convertible debt), the valuation of the Company’s digital assets, warrants, options, and embedded derivatives. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates.

Digital Assets

The Company accounts for crypto assets within the scope of ASC 350-60,Intangibles – Goodwill and Other – Crypto Assets(“ASC 350-60”), at cost with subsequent measurement at fair value, with changes in fair value recognized in earnings. Certain liquid staking arrangements are accounted for as non-monetary receivables with embedded derivatives, which are separated and accounted for under ASC 815,Derivatives and Hedging(“ASC 815”).

Cash, Cash Equivalents and Restricted Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents, including certificates of deposits and United States Treasury securities. As of June 30, 2026 and December 31, 2025, cash and cash equivalents totaled $4.1 million and $8.0 million, respectively. As of June 30, 2026, the Company hadno restricted cash equivalents, as the $1.0 million of restricted cash equivalents previously pledged as collateral against the Company’s convertible debt were held in controlled accounts at December 31, 2025, and were released to the Company in January 2026.

Concentrations of Credit Risk

The Company is subject to concentration of credit risk arising from its cash and cash equivalents, digital assets, and related counterparties, including financial institutions, custodians, and participants in liquid staking protocols. Cash balances may, at times, exceed federally insured limits. The Company mitigates this risk by placing cash with high-credit-quality financial institutions.

The Company also holds digital assets, including ETH, with third-party custodians and participates in liquid staking arrangements through third-party protocols. These arrangements expose the Company to risks related to counterparty nonperformance, custodian insolvency, and protocol-level events.

As of June 30, 2026, the Company’s maximum exposure to loss related to these concentrations, assuming complete nonperformance by counterparties and no recovery of collateral, consists primarily of (i) cash and cash equivalents, including restricted cash equivalents, with a carrying value of approximately $4.1 million, and (ii) digital assets held with third-party custodians with a carrying value of approximately $21.6 million.

The Company has not recognized an allowance for credit losses related to cash and receivable-type balances, including staking receivables, as of June 30, 2026.

Segment Reporting

ASC 280,Segment Reporting (“ASC 280”), requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources and assess performance.

Segment information is prepared on the same basis that the Company’s Chief Executive Officer (“CEO”), who serves as the CODM, manages the business, evaluates financial results, and makes key operating decisions. The Company has a single reportable operating segment based on how the CODM reviews financial performance and allocates resources. All assets of the Company’s continuing operations are managed on a consolidated basis.

The CODM uses net income to evaluate and make key operating decisions. Because the Company has asingle reportable segment and the measure of segment profit or loss is consolidated net income, the required disclosures under ASC 280 are presented on a consolidated basis. Accordingly, no additional disaggregated segment disclosures are required.** **

Aircraft Engine Acquisition

The Company, through its wholly-owned subsidiary, ETHZilla Aerospace LLC, acquired three aircraft engines and related equipment in transactions accounted for as asset acquisitions. The aircraft engines are recorded at cost, including transaction costs directly attributable to the acquisition, and are presented within “Property and equipment, net” on the Condensed Consolidated Balance Sheets.

At the time of acquisition, the aircraft engines were subject to existing lease arrangements, which were assumed by the Company in connection with the transactions. The Company retained the prior classification of the leases as operating leases. Accordingly, the aircraft engines are depreciated on a straight-line basis over their estimated useful lives. Management reviews estimated useful lives and residual values periodically and revises such estimates prospectively, when appropriate.

Lease revenue is recognized in accordance with ASC 842,Leases (“ASC 842”). Lease income consists of fixed lease payments and variable consideration based on engine usage. Fixed lease payments are recognized on a straight-line basis over the lease term, while variable lease payments are recognized in the period in which the underlying usage occurs. Lease revenue is recognized only from the date control of the aircraft engines transfers to the Company and is presented within “Aircraft engine rental revenue” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company has entered into third-party servicing arrangements related to the aircraft engines. Fees associated with these servicing arrangements are expensed as incurred.

The aircraft engines are evaluated for impairment in accordance with ASC 360,Property, Plant, and Equipment (“ASC 360”) whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized to the extent the carrying value exceeds the estimated fair value of the asset.

Eurus Aero Tokens

The Company, through its wholly-owned subsidiary, ETHZilla Aerospace LLC, issued profit participation interests in the form of cryptographic digital tokens (the “Eurus Aero Tokens”) that entitle holders to receive pro rata cash distributions derived from net cash flows generated by specified aircraft engines, including lease income and proceeds from a potential liquidity event. The Eurus Aero Tokens do not represent equity interests in the Company and do not convey voting or governance rights. Proceeds received from the issuance of the Eurus Aero Tokens are initially recorded as a liability, as the tokens represent contractual obligations to remit future cash flows to token holders. The liability is reduced as distributions are paid or become payable in accordance with the token documentation.

Warehouse Facility

The Company, through its wholly-owned subsidiary, ETHZilla Auto Loans LLC (“ETHZilla Auto Loans”), provides a revolving warehouse credit facility (the “Warehouse Facility”) to Anchored Finance, LLC (“Anchored Finance”) which is engaged in the business of funding auto loan receivables. Advances under the Warehouse Facility are secured by a first-priority perfected security interest in the underlying eligible receivables and related proceeds. The Company determined that advances made under the Warehouse Facility are classified as held for investment. As such, the loans will be reported on the balance sheet at their amortized cost basis.

In accordance with ASC 310,Receivables(“ASC 310”), loan receivables are recognized when advances are funded and are subsequently measured at amortized cost, net of an allowance for expected credit losses, as applicable. Interest income on funded advances is recognized over time using the effective interest method and presented as “Interest income” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Warehouse Facility also provides for commitment fees on the unfunded portion of the commitment, which are recognized as income over the commitment period.

Loan receivables arising under the Warehouse Facility are derecognized upon repayment or settlement of the related advance, including repayment in connection with take-out of the pledged receivables. The Company evaluates these loan receivables for expected credit losses in accordance with ASC 326,Financial Instruments – Credit Losses (“ASC 326”), including consideration of historical experience, current conditions, reasonable and supportable forecasts, and the nature and value of collateral securing the advances.

Zippy Manufactured Home Loans

The Company, through its wholly-owned subsidiary, ETHZilla Modular Mortgage LLC (“ETHZilla Modular Mortgage”), acquires manufactured and modular home loan receivables (the “Zippy Loans”).

The Company determined that the Zippy Loans transaction represents the purchase of financial assets rather than a secured financing because control of the loans is transferred to the Company and the sale criteria under ASC 860,Transfer and Servicing are met. Accordingly, the Zippy Loans are accounted for as loan receivables under ASC 310. The Company also determined the transaction represents an asset acquisition under ASC 805,Business Combinations.

Zippy Loans are recognized when the Company obtains control of the loans and the contractual rights to principal and interest cash flows. The loans are initially recorded at cost, which includes the purchase price and directly attributable transaction costs, and are subsequently measured at amortized cost, net of an allowance for expected credit losses. Purchase price premiums or discounts that are integral to the loans’ yield are accreted or amortized into interest income over the expected life of the loans using the effective interest method. Interest income earned on the Zippy Loans is presented as “Interest income” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company evaluates the Zippy Loans for expected credit losses in accordance with ASC 326 and records an allowance for expected credit losses upon acquisition and reassesses the allowance at each reporting date. The Zippy Loans include Community Recourse Loans which management considers in assessing credit risk characteristics and estimating expected credit losses. In estimating expected credit losses, the Company considers the extent to which contractual recourse provisions mitigate the Company’s exposure to credit losses and evaluates expected credit losses based on the amounts expected to be collected from borrowers and, as applicable, from counterparties providing recourse.

Zippy Loans, LLC (or an affiliate) services the loans pursuant to a servicing arrangement. Servicing fees are recognized as incurred and included in “Loans receivable.” Loan purchases under the forward-flow arrangements are evaluated and accounted for as separate transactions at the time of acquisition, and the forward-flow arrangements do not, in and of themselves, result in recognition of loan receivables or liabilities prior to settlement. The Company determined that customary representations and warranties, indemnification, repurchase, recourse, and side letter provisions do not provide the seller with effective control over the transferred loans and do not give rise to separate liabilities at acquisition.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03,Disaggregation of Income Statement Expenses (“ASU 2024-03”), which amends ASC 220-40,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASC 220-40”). In January 2025, the FASB issued ASU No. 2025-01,Clarifying the Effective Date (“ASU 2025-01”), which also amends ASC 220-40 and clarifies the effective date of ASU 2024-03. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement, including specific information about certain costs and expenses. As clarified by ASU 2025-01, the amendments are effective for the Company for annual reporting beginning in fiscal 2028 and interim reporting beginning in fiscal 2029, applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting these standards on its Condensed Consolidated Financial Statements and related disclosures.

NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

NOTE 4 – INVESTMENTS

Marketable Securities

The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s marketable securities (in thousands):

Equity Investments

Satschel Investment

The Company holds an investment representing approximately 15% ownership in Satschel, Inc. (“Satschel”). The investment is accounted for as an equity security under ASC 321,Investments – Equity Securities(“ASC 321”) using the measurement alternative. As of June 30, 2026, the carrying amount of the investment was $13.7 million. No impairment losses or observable price adjustments were recognized during the three and six months ended June 30, 2026.

Karus Investment

The Company holds an investment representing approximately 20% ownership in Karus, Inc. (“Karus”). The Company accounts for its Common Stock investment under the equity method pursuant to ASC 323,Investments – Equity Method and Joint Ventures (“ASC 323”), and its preferred stock investment as an equity security under ASC 321 using the measurement alternative. As of June 30, 2026, the carrying amount of the equity-method investment was not material, and the carrying amount of the equity security measured under ASC 321 was $9.8 million. No material share of income or loss was recognized from the equity-method investment, and no impairment losses or observable price adjustments were recognized for either investment during the three and six months ended June 30, 2026.

Zippy Investment

The Company holds an investment representing approximately 15% ownership in Zippy, Inc. (“Zippy”), which is accounted for as an equity security under ASC 321 using the measurement alternative. As of June 30, 2026, the carrying amount of the investment was $22.3 million. No impairment losses or observable price adjustments were recognized during the three and six months ended June 30, 2026.

As of June 30, 2026, and December 31, 2025, the Company estimated the fair value of the final make whole amount (the “Final Make Whole Amount”) under the Zippy Purchase Agreement (the “Zippy Purchase Agreement”) to be $4.3 million and $6.3 million, respectively, which was recognized as a contingent liability and included in “Accrued expenses” on the Company’s Condensed Consolidated Balance Sheets. The Company recognized a gain on make whole provision of $2.7 million and loss on make whole provision of $1.2 million during the three and six months ended June 30, 2026, respectively, which are included in “Gain (loss) on make whole provision” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

On June 30, 2026, the Company entered into Side Letter Amendment No. 2 to the Series B-3 Preferred Stock Purchase Agreement with Zippy, which amended the timing of the Company’s make whole obligation by replacing the original determination date with three separate measurement dates. For additional information on the make whole obligation, see Note 7 –Accrued Expenses.

NOTE 5 – DIGITAL ASSETS

Crypto assets within the scope of ASC 350-60

The following table presents the Company’s significant digital asset holdings (in thousands):

The following table presents a roll forward of the Company’s digital asset holdings, consisting of ETH and staking incentive tokens (in thousands):

During the six months ended June 30, 2026, the Company sold approximately 57,726 ETH for an aggregate of $128.1 million, at an average price of $2.2 thousand per ETH. During the six months ended June 30, 2026, the Company recognized cumulative realized losses of $124.6 million and unrealized gains of $111.8 million related to digital asset transactions. During the three months ended Jeun 30, 2026, the Company recognized unrealized losses of $6.4 million.

As of June 30, 2026, the Company held approximately 12,441 ETH, which are pledged as collateral under a crypto-collateralized borrowing arrangement. See Note 9 –Debt for additional information.

Non-monetary receivable with an embedded derivative within the scope of ASC 310-10 and ASC 815-15

During the six months ended June 30, 2026, the Company closed its liquid staking position. The Company recognized a change in fair value of the embedded derivative of $48.6 million and the net value of liquid staking activities of $132.4 million was reclassified to digital assets. The Company recognized staking revenue of $0.3 million during the six months ended June 30, 2026, respectively.

As of June 30, 2026, the Company had no remaining staking receivable or associated embedded derivative, as the liquid staking position was closed during the six months ended June 30, 2026. As of December 31, 2025 the carrying amount of the host contract (representing the 50,000 deposited ETH into Ether.Fi and 10,575 into PufETH) was $262.3 million and the fair value of the embedded derivative liability was $81.3 million, both of which are included within “Staking Receivables” on the Condensed Consolidated Balance Sheets.

Derivative Instruments and Collateral Arrangements

The Company may transfer or pledge digital assets or cash as collateral in connection with certain derivative instruments. During the six months ended June 30, 2026, the Company entered into a series of derivative trades with a single counterparty in connection with the Company’s disposal of digital asset holdings, including call and put options and non-deliverable forward contracts, with a total notional amount of approximately $82.6 million.

Certain derivative contracts may require the posting of collateral, which can include cash or digital assets, depending on the terms of the arrangement. Results of the Company’s ETH-denominated derivative instruments, including realized and unrealized gains and losses, are recognized in earnings and presented within “Digital asset gains and losses” in the Condensed Consolidated Statements of Operations and Comprehensive Loss, as the instruments are used to economically manage exposure to changes in the fair value of ETH. During the six months ended June 30, 2026, the Company recognized realized losses of $10.5 million and unrealized gains of $0.5 million related to these instruments. During the three months ended June 30, 2026, the Company recognized realized gains of $1.9 million and unrealized losses of $1.3 million.

Collateral posted in connection with derivative instruments may be returned upon settlement or early termination of the related contracts. During the six months ended June 30, 2026, certain derivative instruments were settled or early terminated and related collateral was returned. As of June 30, 2026, the Company had one open derivative asset position with a fair value of $0.1 million. In connection with these derivative instruments, the Company was required to post cash collateral of $2.1 million. The net balance of $2.2 million, representing cash collateral posted in excess of the related derivative asset, was included in “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets as of June 30, 2026.

As of June 30, 2026, the Company hadone open ETH call option contracts with an aggregate notional quantity of 12,000 ETH, all with an expiration date of December 25, 2026, and a strike price of $3,900.

Eurus Aero Tokens

On February 12, 2026, the Company, through its wholly-owned subsidiary, ETHZilla Aerospace LLC, launched a private offering of up to approximately $11.7 million in profit participation interests issued as Eurus Aero Tokens on the Arbitrum Ethereum Layer 2 network in connection with two CFM56-7B24 aircraft engines owned by the Company. The aircraft engines are subject to existing lease arrangements with third-party lessees.

As of June 30, 2026, the Company had received gross proceeds of $10.0 thousand from the issuance of Eurus Aero Tokens.

The Eurus Aero Tokens provide holders with contractual rights to pro rata distributions from the net cash flows generated by the aircraft engines, which are derived from monthly lease collections and, upon a liquidity event, proceeds from the sale of the aircraft engines. The Company’s obligations under the Eurus Aero Tokens are secured by collateral that includes the aircraft engines, related lease receivables, reserves, and insurance proceeds.

The Eurus Aero Tokens are digital securities issued on a blockchain network. The tokens themselves do not represent ownership interests in ETH, stablecoins, or other digital assets, nor do they constitute ownership interests in the aircraft engines.

The issuance of Eurus Aero Tokens did not result in the transfer or derecognition of the underlying aircraft engines or related lease receivables. Cash proceeds received from the token issuance are recorded separately from digital assets.

During the six months ended June 30, 2026, the Company did not make any cash distributions to Eurus Aero Token holders, and there wasno accrued payable related to declared but unpaid distributions as of June 30, 2026.

NOTE 6 – LOANS RECEIVABLE

The Company’s loans receivable consist primarily of loans acquired and financed in connection with its RWA platform activities. Loans receivable are carried at amortized cost, net of any allowance for expected credit losses, and are included in “Loans Receivable” on the Company’s Condensed Consolidated Balance Sheets. The Company evaluates expected credit losses on loans receivable in accordance with ASC 326, considering the underlying collateral, contractual recourse provisions, and the creditworthiness of counterparties. Based on this evaluation, management concluded no allowance was recorded as of the reporting date.

Warehouse Facility Loan Receivables

The Company, through its wholly-owned subsidiary ETHZilla Auto Loans, provides a revolving warehouse credit facility to Anchored Finance, LLC. Advances under the Warehouse Facility are secured by eligible auto loan receivables and related collateral and are subject to borrowing base requirements. The Warehouse Facility has a commitment amount of up to $10.0 million and an initial term of 12 months from the closing date, with automatic renewal for successive six-month periods unless either party provides notice of non-renewal. Advances under the Warehouse Facility carry interest at 12.0% per annum on the outstanding advance balance and the Company receives an unused facility fee of 1.0% per annum based on the daily average amount of the unused portion of the Warehouse Facility.

Warehouse Facility loan receivables are accounted for as loans held for investment and are measured at amortized cost, net of any allowance for expected credit losses.

As of June 30, 2026, an aggregate of $2.7 million in advances had been made under the Warehouse Facility, and the outstanding principal balance of warehouse facility loan receivables supported by the borrowing base was $2.5 million. Such amount is included in “Loans Receivable, current portion” on the Company’s Condensed Consolidated Balance Sheets. The Company recognized interest income of $0.1 million during the three and six months ended June 30, 2026, related to the Warehouse Facility, which is included within “Interest income” on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2026, the Company evaluated these warehouse facility loan receivables for expected credit losses in accordance with ASC 326, and the related allowance was immaterial.

Zippy Manufactured Home Loan Receivables

The Company owns manufactured and modular home loan receivables secured by first-lien manufactured home collateral. The loans are serviced by Zippy Loans, LLC pursuant to applicable servicing agreements (the “Community Recourse Loans”).

The loan portfolio currently consists of Community Recourse Loans. Community Recourse Loans relate to manufactured homes located in designated manufactured housing communities and benefit from community recourse or repurchase arrangements under defined conditions for a limited period of time. Non-Recourse Loans, which do not include such provisions and rely solely on recovery from the underlying collateral, may be acquired in future periods pursuant to forward-flow arrangements.

The Community Recourse Loans are accounted for as loans held for investment and are measured at amortized cost, including the effect of any unamortized premiums, net of any allowance for expected credit losses. During the three months ended June 30, 2026, the Company acquired additional loans for a total purchase price of $5.0 million (equal to 104% of the outstanding principal balance at the purchase date). During the six months ended June 30, 2026, the Company acquired loans for an aggregate purchase price of $14.8 million (equal to 104% of the outstanding principal balance at the respective purchase dates), on which it recognized an aggregate loan premium of $0.6 million. Loan premiums are amortized over the life of the loans as a reduction of interest income using the effective interest method. During the three and six months ended June 30, 2026, the Company amortized an immaterial amount of the premium to interest income.

As of June 30, 2026, the outstanding principal balance of the manufactured home loan receivables was $14.7 million and is included within “Loans receivable, net of current portion” on the Condensed Consolidated Balance Sheets. As of June 30, 2026, the Community Recourse Loans had a weighted average interest rate of 9.85% per annum and a weighted average remaining term of 20.2 years.

The Company recognized interest income of $0.4 million during each of the three and six months ended June 30, 2026, related to the loan portfolio, which is included within “Interest Income” on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Management concluded that an allowance for expected credit losses was not required as of June 30, 2026, as the Company’s exposure to credit losses is mitigated by the underlying collateral and contractual community recourse provisions.

As of June 30, 2026, the Company’s loan balance and scheduled principal repayments were as follows:

NOTE 7 – ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):

Zippy Final Make Whole Provision

On June 30, 2026, the Company and Zippy entered into Side Letter Amendment No. 2 to the Series B-3 Preferred Stock Purchase Agreement, as previously amended, to modify the timing and calculation of the Final Make Whole Provision. The amendment replaced the original single settlement date with three separate measurement dates occurring on July 31, 2026, September 30, 2026, and December 31, 2026. The amendment maintains Zippy’s economic protection to receive aggregate proceeds equivalent to $10.50 per share on shares subject to the Final Make Whole Provision and does not increase the Company’s aggregate make-whole obligation.

In April 2026, Zippy sold 467,171 shares of the Company’s common stock that were subject to the Final Make Whole Provision at an average price of $3.78 per share. As a result, the Company paid Zippy approximately $3.2 million during the three months ended June 30, 2026.

As of June 30, 2026, Zippy held 857,141 shares of the Company’s common stock that remain subject to the Final Make Whole Provision, as amended. During the three and six months ended June 30, 2026, the Company recognized a gain of $2.7 million and a loss of $1.2 million, respectively, related to the Final Make Whole Provision, which is included in “Gain (loss) on make whole provision” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

NOTE 8 – REVENUE RECOGNITION

The Company recognizes revenue from native staking and liquid staking activities on the Ethereum blockchain as well as aircraft engine rental revenue.

Revenue by Source

Revenue consisted of the following (in thousands):

Revenue by Major Customers

The Company generated revenue from the following major customers, each of which represented 10% or greater of total revenue. All such revenue was generated within the Company’s single reportable segment (in thousands):

Aircraft Engine Purchase Agreement

The Company owns three aircraft engines that are leased to third-party customers under operating leases and accounted for in accordance with ASC 842. On January 17, 2026, the Company acquired two CFM56-7B24 aircraft engines from an unaffiliated seller for an aggregate purchase price of $12.2 million, including deposits previously paid, resulting in a total acquisition cost of $11.7 million recorded within property and equipment. The engines were acquired subject to existing lease arrangements with Delta Air Lines, Inc., which were assumed by the Company.

On March 27, 2026, the Company, through its wholly-owned subsidiary Eurus Aerospace Token I LLC, acquired one CFM56-5B5/P aircraft engine from Aero Engine Solutions, Inc. for $6.4 million in cash.

The aircraft engines are recorded within property and equipment and depreciated using the straight-line method over an estimated useful life of two and one-half years. The Company recognized depreciation expense of $0.9 million and $1.4 million during the three and six months ended June 30, 2026, respectively, which is included within “Cost of Revenue – aircraft engine rental” on the Condensed Consolidated Statements of Operations and Comprehensive Loss. All aircraft engines are leased to customers for a period of approximately 2.5 years and are classified as operating leases under ASC 842, Leases (“ASC 842”).

Lease revenue is recognized in accordance with ASC 842. Lease income consists of fixed lease payments and variable consideration based on engine usage. Fixed lease payments are recognized on a straight-line basis over the lease term, while variable lease payments are recognized in the period in which the underlying usage occurs. Lease revenue is recognized only from the date control of the aircraft engines transfers to the Company and is presented within “Aircraft engine rental revenue” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three and six months ended June 30, 2026, the Company recognized aircraft engine lease revenue of $1.4 million and $2.5 million, respectively.

The servicing arrangements include a mutual purchase and sale option exercisable upon expiration or earlier termination of the related lease at a fixed option price of $3.0 million, subject to specified conditions.

NOTE 9 – DEBT

The following tables summarize the activity of loans payable (in thousands):

Loans Denominated in Digital Assets

Equities First Loan

The Company has an outstanding collateralized loan arrangement with Equities First Holdings, LLC. As of June 30, 2026, the outstanding principal balance of the loan was approximately $26.0 million.

The loan is secured by digital assets. As of June 30, 2026, the Company had transferred 12,441 ETH as collateral, with a fair value of approximately $19.6 million. Under the terms of the arrangement, the lender has rights to the transferred collateral during the term of the loan, and the Company is entitled to receive an equivalent quantity of the same type of digital assets upon repayment of the loan and satisfaction of related obligations. The Company has also been required to deposit $2.3 million in cash collateral related to the loan, included in “Prepaid expenses and other current assets” on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026. See Note 3 –Prepaid Expenses and Other Current Assets.

There wereno material changes to the terms of the loan during the six months ended June 30, 2026.

Aave Loan

During the six months ended June 30, 2026, the Company repaid the Aave Loan (the “Aave Loan”) in full. There were no material changes to the terms of the Aave Loan prior to repayment, and the Company did not experience any liquidation events or loss of collateral.

NOTE 10 – FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis by fair value hierarchy level (in thousands):

NOTE 11 – EARNINGS PER SHARE

The computation of net loss per share is as follows (in thousands, except per share data):

For the three and six months ended June 30, 2026, the weighted average common shares outstanding included 1,555,574 shares underlying pre-funded warrants with a nominal exercise price.

The following potentially dilutive securities were excluded from the computation of diluted net loss per share because their inclusion would have been antidilutive:

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Litigation and Other Loss Contingencies

The Company is subject to legal proceedings, claims, regulatory inquiries, and contingencies that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. As of June 30, 2026, the Company has not recorded any liabilities for loss contingencies, as management believes that any such matters are either not probable or not reasonably estimable.

Certain commitments, contractual arrangements, and contingent obligations are described in the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025 included in the Company’s Annual Report. Except as described below, there have been no material changes to the matters previously disclosed in the Annual Report.

Value Added Tax Matters

The Company, through its United Kingdom subsidiary, is registered for Value Added Tax (“VAT”) under the accrual accounting scheme. Under this scheme, VAT output tax becomes due when invoices are issued, irrespective of cash settlement. Management has identified that the settlement of certain existing liabilities could give rise to an obligation to remit additional VAT to HM Revenue & Customs in respect of VAT that has already been invoiced or collected.

As of June 30, 2026, the ultimate amount of any such payment cannot be reliably estimated and the likelihood of settlement remains uncertain. Accordingly, no provision has been recognized in the accompanying Condensed Consolidated Financial Statements. The Company will continue to monitor this matter and will recognize a liability or provide additional disclosures if and when a loss becomes probable and reasonably estimable.

Legal Proceedings and Settlements

As previously disclosed in the Company’s Annual Report, the Company has resolved certain litigation and other legal disputes through settlement agreements entered into during 2025. All material obligations under those settlement agreements have been satisfied, and there were no material developments related to such matters during the six months ended June 30, 2026. Accordingly, no additional accruals or disclosures are required as of June 30, 2026.

Indemnification and Employment-Related Commitments

The Company has entered into indemnification agreements with its directors and officers and employment and separation agreements with certain current and former executives, as described in the Company’s Annual Report. These arrangements include customary indemnification, severance, and compensation provisions.

There have been no material modifications to these arrangements and no new material commitments entered into during the six months ended June 30, 2026 that would require additional disclosure.

Zippy Make Whole Obligation

As of June 30, 2026, the estimated fair value of the Company’s make whole obligation related to its investment in Zippy was approximately $4.3 million and was recorded in “Accrued expenses” on the Condensed Consolidated Balance Sheets. For additional information regarding the Company’s investment in Zippy and the related make whole obligation, see Note 4 –Investments and Note 7 –Accrued Expenses.

Termination of Asset Management Agreement

On May 29, 2026 (the “Termination Date”), the Company and Electric Treasury Edge, LLC (the “Asset Manager”) mutually agreed to terminate, without cause, the Amended and Restated Asset Management Agreement dated September 5, 2025 (the “Asset Management Agreement”), pursuant to which the Asset Manager had managed and monitored a portion of the Company’s digital assets, including its ETH, staking rewards, and stablecoins. The termination followed the Company’s change in its ETH deployment strategy and the disposition of substantially all of its ETH.

In connection with the termination, the Company paid the Asset Manager all outstanding management fees and expenses due as of the Termination Date, together with an agreed portion of the liquidated damages specified in the Asset Management Agreement, which fully discharged the Asset Manager’s ongoing duties and obligations. The Company paid $1.5 million in June 2026 in full satisfaction of these amounts. Following the Termination Date, the Asset Manager has no further responsibilities with respect to the management or monitoring of the Company’s digital assets. The Company’s indemnification obligations with respect to third-party claims survive the termination in accordance with the terms of the Asset Management Agreement.

NOTE 13 – STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with ASC 718,Compensation – Stock Compensation and recognizes compensation cost for equity awards based on their grant-date fair value over the requisite service period.

On April 2, 2026, the Board of Directors of the Company upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved (a) a one-time initial equity award and a pro-rated 2025 annual award to McAndrew Rudisill, the Chief Executive Officer and Chairman of the Company, and (b) an equity award to John Saunders, the Chief Financial Officer of the Company. Each award consists 60% of performance stock units (“PSUs”) and 40% of Restricted Stock Units (“RSUs”) and was granted on April 2, 2026 pursuant to the Company’s 2025 Omnibus Incentive Plan and a Performance Stock Unit Award Agreement (for the PSUs) and a Restricted Stock Unit Award Agreement (for the RSUs). It is anticipated that Mr. Rudisill will be granted a similar annual equity award on the date of each annual meeting of the Company’s stockholders beginning with the 2026 annual meeting, subject to review and approval by the Compensation Committee. The Compensation Committee also granted a total of 1,374,796 RSU’s to Directors of the Company, with 774,796 vesting on August 19, 2026 and 600,000 vesting on April 2, 2027. The Company recognized $1.8 million of stock-based compensation related to Director RSU awards during the three months ended June 30, 2026, and expects to recognize an additional $1.9 million of expense over the remaining requisite service period.

For each award, the RSUs will vest in one-third installments on each of the first, second and third anniversaries of August 1, 2025 (the start date for both Mr. Rudisill and Mr. Saunders), subject to continued employment through the applicable anniversary, and the PSUs will vest based on the achievement of Company share price hurdles within five years after the grant date, subject to continued employment through the date that the applicable hurdle is achieved (or, if later, the date that the applicable minimum vesting period described below is met). One-third of the PSUs will vest at a share price hurdle of $5.00, an additional one-third of the PSUs will vest at a share price hurdle of $7.50, and the final one-third of the PSUs will vest at a share price hurdle of $10.00. Each share price hurdle will be achieved if the closing price of a share equals or exceeds the applicable hurdle for at least 30 trading days within any consecutive 60 calendar day period. Any PSUs for which the applicable share price hurdle is not met within five years after the grant date will be forfeited. Each tranche of the PSUs is also subject to a minimum vesting period that applies regardless of when the applicable share price hurdle is met, such that, except as described below, the $5.00 tranche may not vest earlier than the first anniversary of the grant date, the $7.50 tranche may not vest earlier than the second anniversary of the grant date, and the $10.00 tranche may not vest earlier than the third anniversary of the grant date.** **The grant date fair value of the RSU’s was based on the closing stock price as of the grant date. The Company recognized $1.4 million of stock-based compensation related to management RSU awards during the three months ended June 30, 2026, and expects to recognize an additional $2.9 million of expense over the remaining requisite service period.

The PSU awards were determined to have market-based and service-based vesting conditions. In accordance with ASC 718, the grant date fair value of the PSU’s was estimated using a monte carlo simulation model, which simulates price performance of the Company’s common stock over the performance period offive years. The model assumes that the stock price of Forum Markets follows geometric Brownian motion under a natural framework. The model also utilized assumptions including a cost of equity of 13.5%, afive year risk-free rate of 3.87% and afive year volatility of 161.4%. The estimate grant date fair value of the PSU’s was an aggregate of $3.9 million. The Company recognized stock-based compensation expense of $0.6 million related to PSU’s during the three months ended June 30, 2026, and expects to recognize an additional $3.4 million over the requisite service period.

Stock Options

A summary of the option activity is presented below:

A summary of outstanding and exercisable stock options is presented below:

Restricted Stock Units

A summary of RSU activity is presented below:

During the three and six months ended June 30, 2026, the Company recognized $3.8 million and $3.9 million, respectively, of stock-based compensation related to outstanding RSUs. At June 30, 2026, the Company had $5.2 million of unrecognized expenses related to outstanding RSUs, expected to be recognized over a weighted-average period of 1.4 years.

Performance Stock Units

A summary of PSU activity is presented below:

Stock-based Compensation

The effects of stock-based compensation on the Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Balance Sheets are as follows (in thousands):

NOTE 14 – STOCKHOLDERS’ (DEFICIT) EQUITY

Shares Cancelled

During the six months ended June 30, 2026, the Company cancelled 51,064 shares of Common Stock to satisfy tax withholding obligations related to equity awards.

Warrants

A summary of the Common Stock underlying the warrants activity (including both liability and equity classified instruments) is presented below (in thousands, except number of shares, exercise price, and years data):

A summary of outstanding and exercisable Common Stock underlying the warrants is presented below:

Second Amended and Restated Sales Agreement

As previously reported, on August 13, 2025, the Company entered into a Sales Agreement (the “Initial Sales Agreement”) with Clear Street LLC (“Clear Street”) to sell from time to time through Clear Street, acting as sales agent for the Company’s “at the market offering” program, shares of the Company’s Common Stock pursuant to the Company’s registration statement on Form S-3 (File No. 333-288194) (the “June Registration Statement”) and the prospectus supplement initially filed on August 13, 2025 (the “Initial Prospectus Supplement”). On August 22, 2025, the Company entered into an Amended and Restated Sales Agreement (the “Amended Sales Agreement”) with Clear Street to, among other things, change the registration statement and prospectus supplement pursuant to which sales of the Common Stock were to be made to the registration statement on Form S-3ASR (File No. 333-289811) (the “WKSI Registration Statement”) and the prospectus supplement initially filed on August 22, 2025 (the “WKSI Prospectus Supplement”). On November 14, 2025, the Company entered into an Amended and Restated Sales Agreement (the “Second Amended Sales Agreement”) with Clear Street and TCBI Securities, Inc., doing business as Texas Capital Securities (“Texas Capital Securities”), and together with Clear Street, the “Agents”), which, among other things, amended and restated the Amended Sales Agreement to include Texas Capital Securities as a sales agent.

On April 8, 2026, the Company entered into the Second Amended and Restated Sales Agreement with the Agents to cease all sales of Common Stock pursuant to the WKSI Registration Statement and WKSI Prospectus Supplement and to transition the program back to the June Registration Statement and Initial Prospectus Supplement. From and after the date of the Second Amended and Restated Sales Agreement, the Company will not sell any Common Stock pursuant to the WKSI Registration Statement and WKSI Prospectus Supplement, and any future sales will be made pursuant to the June Registration Statement and Initial Prospectus Supplement. There were no other material changes to the terms of the Second Amended Sales Agreement as a result of such amendments.

During the six months ended June 30, 2026, the Company sold 1,335,766 shares of Common Stock under the Second Amended and Restated Sales Agreement (the “Second Amended and Restated Sales Agreement”) for net proceeds after fees of approximately $5.17 million at an average price of $3.87 per share. The Company also cancelled 34,886 shares of Common Stock related to tax withholdings on Common Stock awards.

Stock Repurchase Program

During the six months ended June 30, 2026,7,086,811 shares of Common Stock were repurchased by the Company for $31.3 million in cash (inclusive of fees) under its previously announced stock repurchase program (the “Stock Repurchase Program”), with 3,170 shares remaining in treasury stock as of June 30, 2026.

Second Amended and Restated Sales Agreement with Clear Street

As previously reported, the Company established an “at the market” offering program in August 2025 to sell shares of its Common Stock from time to time through Clear Street LLC (“Clear Street”) as sales agent, pursuant to the Company’s registration statement on Form S-3 (File No. 333-288194) (the “June Registration Statement”) and the related prospectus supplement (the “Initial Prospectus Supplement”). The program was subsequently amended to make sales under the Company’s registration statement on Form S-3ASR (File No. 333-289811) (the “WKSI Registration Statement”) and a related prospectus supplement (the “WKSI Prospectus Supplement”), and to add TCBI Securities, Inc., doing business as Texas Capital Securities, together with Clear Street, as sales agents (the “Agents”).

On April 8, 2026, the Company entered into the Second Amended and Restated Sales Agreement with the Agents to cease all sales of Common Stock pursuant to the WKSI Registration Statement and WKSI Prospectus Supplement and to transition the program back to the June Registration Statement and Initial Prospectus Supplement. From and after the date of the Second Amended and Restated Sales Agreement, the Company will not sell any Common Stock pursuant to the WKSI Registration Statement and WKSI Prospectus Supplement, and any future sales will be made pursuant to the June Registration Statement and Initial Prospectus Supplement. There were no other material changes to the terms of the Second Amended Sales Agreement as a result of such amendments.

During the six months ended June 30, 2026, the Company sold 1,335,766 shares of Common Stock under the Second Amended and Restated Sales Agreement (the “Second Amended and Restated Sales Agreement”) for net proceeds after fees of approximately $5.17 million at an average price of $3.87 per share. The Company also cancelled 34,886 shares of Common Stock related to tax withholdings on Common Stock awards.

NOTE 15 – RELATED PARTIES

The Company enters into transactions with related parties, including its officers, directors, and entities affiliated with such individuals.

Accounts Payable

As of June 30, 2026 and December 31, 2025, accounts payable to related parties were $0 and $0.02 million, respectively. These primarily relate to amounts due to certain officers and directors for deferred compensation and reimbursable expenses.

Zippy Transactions

Zippy is a greater than 10% stockholder of the Company and as such it is a related party. During the six months ended June 30, 2026 and 2025, the Company, through ETHZilla Modular Mortgage, purchased $14.7 million and $0, respectively, of Manufactured Home Loans from Zippy, paid $41.4 thousand and $0, respectively of servicing fees to Zippy, and received $149.2 thousand and $0, respectively of remittance from Zippy related to the Manufactured Home Loans. Additional information regarding the Manufactured Home Loan purchases is described in Note 2 –Summary of Significant Accounting Policies - Zippy Manufactured Home Loans. The Company also paid $3.2 million to Zippy under the Final Make Whole Provision, as discussed in Note 7 –Accrued Expenses.

NOTE 16 – DISCONTINUED OPERATIONS

During the prior period presented, the Company executed actions to abandon its pharmaceutical research operations and the Gaming Technology Platform which met the criteria to be classified as discontinued operations in accordance with ASC 205-20,Presentation of Financial Statements – Discontinued Operations(“ASC 205-20”).

Financial Information of Discontinued Operations

Summarized balance sheet information of discontinued operations is below (in thousands):

The statements of operations of discontinued operations are summarized below (in thousands):

NOTE 17 – SUBSEQUENT EVENTS

The Company evaluated subsequent events that occurred after the balance sheet date through the date the financial statements were issued.

Stock-Based Compensation

Subsequent to June 30, 2026, the Company issued 215,262 shares of common stock pursuant to the vesting of certain RSU awards disclosed in Note 13 – Stock-Based Compensation. The Company also issued 14,600 shares to a consultant for services.

Sales of Common Stock

Subsequent to June 30, 2026, the Company sold a total of 88,463 shares of its common stock for $0.6 million in cash, net of fees.

Repurchases of Common Stock

Subsequent to June 30, 2026, the Company repurchased and cancelled a total of 329,499 shares of its common stock for $1.9 (inclusive of fees) million in cash.

Aircraft Engine Acquisitions and Lease Arrangements

On July 13, 2026, the Company, through its wholly-owned subsidiary Eurus Aerospace Token I LLC, acquired one CFM International model CFM56-7B22 aircraft engine, together with all related parts and engine records, from Aero Engine Solutions, Inc. for a purchase price of approximately $11.7 million in cash. Concurrently, the Company placed the engine on lease to a third-party lessee under an aircraft engine lease agreement. Aero Engine Solutions, Inc. services the engine during the lease term under a servicing arrangement in exchange for a servicing fee, which includes rights that may require or permit the future purchase and sale of the engine following expiration or earlier termination of the lease, subject to specified conditions.

On July 27, 2026, the Company, through its wholly-owned subsidiary Eurus Aerospace Token I LLC, entered into an Engine Sale and Purchase Agreement with Aero Engine Solutions, Inc. to acquire one CFM International model CFM56-7B aircraft engine, together with all related parts and engine records, for a purchase price of approximately $11.7 million in cash. In connection with the acquisition, the engine is subject to an aircraft engine lease agreement pursuant to which the engine will be leased to a third-party lessee, and Aero Engine Solutions, Inc. will continue to service the engine under the existing servicing arrangement, as supplemented.

Zippy Make Whole Determination

On July 31, 2026, the first of the three make-whole determination dates under Side Letter Amendment No. 2 to the Series B-3 Preferred Stock Purchase Agreement occurred (see Note 4 –Investments). Based on the determination, the Company paid Zippy $1.3 million. The September 30, 2026 and December 31, 2026 determination dates remain outstanding, and the related amounts are not yet determinable.