Forge Narrows Q3 Loss Amid Revenue Growth, Cash Drains

TL;DR

**Forge is burning cash and still losing money, making the Schwab deal a make-or-break moment for its future.**

AI Summary

Forge Global Holdings, Inc. reported a net loss of $18.2 million for the three months ended September 30, 2025, a slight improvement from the $18.8 million net loss in the prior-year period. For the nine months ended September 30, 2025, the net loss was $46.8 million, an improvement from $51.9 million in the same period of 2024. Total revenues increased to $21.3 million for the quarter, up from $19.2 million year-over-year, driven by a significant 39.6% increase in Marketplace revenue to $12.2 million. However, Custodial administration fees decreased by 13.3% to $9.1 million. Operating expenses remained substantial at $41.5 million for the quarter, with compensation and benefits at $26.4 million and technology and communications at $5.9 million. The company's cash and cash equivalents significantly decreased from $105.1 million at December 31, 2024, to $32.3 million at September 30, 2025, largely due to $36.9 million in net cash used in investing activities, including the acquisition of Accuidity for $9.2 million and $60.3 million in purchases of investments. A key strategic development is the proposed transaction with The Charles Schwab Corporation and Ember-Falcon Merger Sub, Inc., which is subject to stockholder and regulatory approvals.

Why It Matters

Forge's continued net losses, despite revenue growth, signal ongoing challenges in achieving profitability in the competitive private markets sector. The significant decline in cash and cash equivalents, from $105.1 million to $32.3 million in nine months, raises liquidity concerns for investors, especially given the $9.2 million cash outlay for the Accuidity acquisition and substantial investment purchases. The proposed acquisition by Charles Schwab could offer a lifeline, providing stability and broader market access, but its completion is uncertain. Employees and customers face potential integration risks and changes in service offerings if the Schwab deal materializes, impacting Forge's standalone competitive position against other private market platforms.

Risk Assessment

Risk Level: high — Forge's cash and cash equivalents plummeted from $105.1 million at December 31, 2024, to $32.3 million at September 30, 2025, representing a 69.3% decrease. This significant cash burn, coupled with a net loss of $46.8 million for the nine months ended September 30, 2025, indicates substantial liquidity risk and an unsustainable operating model without external capital or a successful acquisition.

Analyst Insight

Investors should closely monitor the progress and terms of the proposed acquisition by The Charles Schwab Corporation. Given the significant cash burn and ongoing net losses, a successful acquisition is critical for Forge's long-term viability. Without it, the company faces substantial financial headwinds and potential dilution from future capital raises.

Financial Highlights

debt To Equity

0.22

revenue

$21.3M

operating Margin

-95.5%

total Assets

$252.0M

total Debt

$45.6M

net Income

-$18.2M

eps

N/A

gross Margin

N/A

cash Position

$32.3M

revenue Growth

+10.6%

Revenue Breakdown

Key Numbers

• $18.2M — Net Loss (Q3 2025) (Improved from $18.8M in Q3 2024)
• $46.8M — Net Loss (9M 2025) (Improved from $51.9M in 9M 2024)
• $21.3M — Total Revenues (Q3 2025) (Increased from $19.2M in Q3 2024)
• 39.6% — Marketplace Revenue Growth (Q3 2025) (Increased to $12.2M from $8.7M)
• $32.3M — Cash & Cash Equivalents (Sept 30, 2025) (Decreased from $105.1M at Dec 31, 2024)
• $9.2M — Accuidity Acquisition (Cash Outlay) (Part of $36.9M net cash used in investing activities)
• $60.3M — Purchases of Investments (9M 2025) (Contributed to significant cash outflow)
• $41.5M — Total Operating Expenses (Q3 2025) (Remains a significant cost driver)

Key Players & Entities

• Forge Global Holdings, Inc. (company) — registrant
• The Charles Schwab Corporation (company) — proposed acquirer
• Ember-Falcon Merger Sub, Inc. (company) — merger subsidiary in proposed transaction
• Accuidity (company) — acquired business
• $18.2 million (dollar_amount) — net loss for Q3 2025
• $46.8 million (dollar_amount) — net loss for nine months ended Sept 30, 2025
• $21.3 million (dollar_amount) — total revenues for Q3 2025
• $32.3 million (dollar_amount) — cash and cash equivalents as of Sept 30, 2025
• $105.1 million (dollar_amount) — cash and cash equivalents as of Dec 31, 2024

FAQ

Risk Factors

• Significant Cash Burn and Liquidity Concerns [high — financial]: The company's cash and cash equivalents decreased from $105.1 million at December 31, 2024, to $32.3 million at September 30, 2025. This substantial outflow was driven by $36.9 million in net cash used in investing activities, including a $60.3 million purchase of investments and a $9.2 million acquisition. Continued high operating expenses, such as $26.4 million for compensation and benefits in Q3 2025, exacerbate liquidity concerns.
• Dependence on Transaction Volume and Marketplace Performance [medium — operational]: While Marketplace revenue grew by 39.6% to $12.2 million in Q3 2025, it remains a key driver of overall revenue. Any slowdown in transaction activity or market sentiment could significantly impact top-line growth and profitability.
• Uncertainty Regarding Proposed Transaction [high — regulatory]: The proposed transaction with The Charles Schwab Corporation and Ember-Falcon Merger Sub, Inc. is subject to stockholder and regulatory approvals. Delays or failure to obtain these approvals could create significant uncertainty and impact strategic direction.
• Increasing Goodwill and Intangible Assets [medium — financial]: Goodwill and other intangible assets increased significantly to $158.2 million as of September 30, 2025, from $126.5 million at December 31, 2024. This increase is largely due to acquisitions, such as Accuidity for $9.2 million. Impairment of these assets could lead to substantial write-downs.
• Persistent Net Losses [high — financial]: Forge Global reported a net loss of $18.2 million for Q3 2025 and $46.8 million for the nine months ended September 30, 2025. While an improvement from prior periods, the company continues to operate at a loss, requiring ongoing funding.

Industry Context

Forge Global operates in the private capital markets, facilitating the trading of shares in pre-IPO and late-stage private companies. The industry is characterized by increasing demand for liquidity solutions for private assets, but also faces evolving regulatory scrutiny and competition from other secondary market platforms and direct investment opportunities.

Regulatory Implications

The proposed transaction with Charles Schwab introduces significant regulatory review, including antitrust and financial industry regulations. Any delays or failure to secure these approvals could impact the company's strategic trajectory and market perception. Furthermore, the broader regulatory landscape for private securities trading continues to evolve.

What Investors Should Do

1. Monitor cash burn rate and runway closely.
2. Evaluate the strategic rationale and integration plan for Accuidity.
3. Assess the likelihood and timeline of the proposed transaction with Charles Schwab.
4. Analyze the drivers of declining Custodial administration fees.

Key Dates

• 2025-09-30: End of Q3 2025 — Reported net loss of $18.2M on $21.3M revenue, with cash reserves falling to $32.3M.
• 2025-12-31: End of Fiscal Year 2024 — Company had $105.1M in cash and cash equivalents prior to significant outflows in 2025.
• 2025-09-30: Acquisition of Accuidity — A $9.2M cash outlay as part of broader investing activities that significantly reduced cash reserves.
• 2025-09-30: Proposed Transaction Announcement — Announcement of a pending merger with The Charles Schwab Corporation and Ember-Falcon Merger Sub, Inc., subject to approvals.

Glossary

Marketplace revenue

Revenue generated from facilitating transactions on Forge's platform, likely including fees from buyers and sellers. (Key growth driver, showing a 39.6% increase in Q3 2025.)

Custodial administration fees

Fees earned for providing administrative services related to the custody of assets on the platform. (A significant revenue stream that experienced a 13.3% decline in Q3 2025.)

Goodwill and other intangible assets

Assets representing the excess of the purchase price of an acquired company over the fair value of its identifiable net assets, and other non-physical assets like patents or brand names. (Increased substantially to $158.2M, indicating significant acquisition activity and potential for future impairment.)

Contingent consideration

An obligation to transfer additional consideration (e.g., cash or stock) to an seller of an entity or asset in the future, based on the achievement of specified conditions. (Appeared as current and noncurrent liabilities in Q3 2025, likely related to recent acquisitions.)

Payment-dependent notes receivable

Loans or receivables that are structured such that repayment is contingent upon certain payment events or conditions. (Represents a significant asset ($9.4M) and a corresponding liability ($9.4M), suggesting a financing arrangement related to platform activity.)

Year-Over-Year Comparison

Forge Global Holdings, Inc. has shown revenue growth, with total revenues increasing by 10.6% to $21.3 million in Q3 2025 compared to $19.2 million in the prior year's quarter. This growth was primarily fueled by a strong 39.6% surge in Marketplace revenue. However, this top-line improvement was overshadowed by a significant decrease in cash and cash equivalents, down from $105.1 million at the end of 2024 to $32.3 million as of September 30, 2025, due to substantial investing activities and ongoing operating expenses. Custodial administration fees saw a notable decline of 13.3% year-over-year.

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share FRGE The New York Stock Exch

Filing Documents

• forge-20250930.htm (10-Q) — 1610KB
• frgeex-101q325.htm (EX-10.1) — 615KB
• frgeex-311q325.htm (EX-31.1) — 10KB
• frgeex-312q325.htm (EX-31.2) — 10KB
• frgeex-321q325.htm (EX-32.1) — 7KB
• 0001827821-25-000032.txt ( ) — 9106KB
• forge-20250930.xsd (EX-101.SCH) — 45KB
• forge-20250930_cal.xml (EX-101.CAL) — 117KB
• forge-20250930_def.xml (EX-101.DEF) — 270KB
• forge-20250930_lab.xml (EX-101.LAB) — 698KB
• forge-20250930_pre.xml (EX-101.PRE) — 504KB
• forge-20250930_htm.xml (XML) — 1266KB

- Financial Information

Part I - Financial Information

Condensed Consolidated Financial Statements (Unaudited)

Item 1. Condensed Consolidated Financial Statements (Unaudited) 3 Notes to Condensed Consolidated Financial Statements (Unaudited) 13

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 33

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 46

Controls and Procedures

Item 4. Controls and Procedures 46

- Other Information

Part II - Other Information

Legal Proceedings

Item 1. Legal Proceedings 48

Risk Factors

Item 1A. Risk Factors 48

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 50

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 50

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 50

Other Information

Item 5. Other Information 50

Exhibits

Item 6. Exhibits 50

- Financial Information

Part I- Financial Information 3 FORGE GLOBAL HOLDINGS, INC. Unaudited Condensed Consolidated Balance Sheets (In thousands, except per share data) September 30, December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 32,294 $ 105,140 Restricted cash 1,150 1,116 Investments 28,379 — Accounts receivable, net of allowances of $ 1.5 million and $ 1.3 million, respectively 8,080 4,706 Prepaid expenses and other current assets 8,387 8,205 Total current assets $ 78,290 $ 119,167 Internal-use software, property and equipment, net 1,074 2,920 Goodwill and other intangible assets, net 158,246 126,456 Operating lease right-of-use assets 3,667 5,107 Payment-dependent notes receivable 9,442 7,412 Other assets, noncurrent 1,309 2,444 Total assets $ 252,028 $ 263,506 Liabilities and stockholders' equity Current liabilities: Accounts payable 2,261 1,941 Accrued compensation and benefits 14,873 13,430 Accrued expenses and other current liabilities 8,432 6,310 Operating lease liabilities, current 1,511 3,463 Contingent consideration, current 3,632 — Total current liabilities $ 30,709 $ 25,144 Operating lease liabilities, noncurrent 3,023 3,694 Contingent consideration, noncurrent 2,180 — Payment-dependent notes payable 9,442 7,412 Warrant liabilities 113 192 Other liabilities, noncurrent 161 322 Total liabilities $ 45,628 $ 36,764 Commitments and contingencies (Note 6) Stockholders' equity: Preferred stock, $ 0.0001 par value; 100,000 shares authorized; no shares issued and outstanding — — Common stock, $ 0.0001 par value; 133,333 shares authorized; 13,701 and 12,427 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 1 1 Treasury stock, at cost; 10 shares as of both September 30, 2025 and December 31, 2024, respectively ( 625 ) ( 625 ) Additional paid-in capital 595,960 570,606 Accumulated other comprehensive income 1,255 572 Accumulated deficit ( 393,947 ) ( 346,972 ) Tota

View Full Filing

View this 10-Q filing on SEC EDGAR