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 of five 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%, a five year risk-free rate of 3.87% and a five 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):