Executive Summary

Q3 2025 revenue (total revenues less transaction-based expenses) was $20.97M, down 24% q/q from Q2’s $27.58M and down 9% y/y; revenue missed S&P Global consensus of $24.07M by ~13% as marketplace volumes normalized seasonally and large block activity subsided after a strong H1. EPS was $(1.40) vs $(1.03) consensus, a larger-than-expected loss driven by lower marketplace revenues and negative operating leverage in the quarter (Values retrieved from S&P Global).* *
Marketplace revenues fell to $12.16M from $18.60M in Q2, while custodial administration fees were stable at $9.10M; net take rate improved to 2.8% (vs 2.4% in Q2) on a more balanced mix, but not enough to offset the 44% q/q decline in transaction volume ($0.42B vs $0.76B) .
Adjusted EBITDA loss widened to $(11.56)M from $(5.43)M in Q2 as lower revenue outpaced cost controls; GAAP net loss was $(18.21)M vs $(16.20)M in Q2 .
Management had previously flagged Q3 seasonality (“Q3 are generally lower than Q2 and Q4”) and reiterated the path to adjusted EBITDA breakeven in 2026; no new Q3-specific quantitative guidance was issued alongside the supplemental filing .
Potential sale discussions disclosed Oct 27 (unsolicited inbound interest) create an additional catalyst for shares into year-end pending any transaction update .

What Went Well and What Went Wrong

What Went Well
- Net take rate improved to 2.8% in Q3 vs 2.4% in Q2, reflecting healthier mix and fewer mega blocks; LTM take rate held at 2.5% as platform and pricing initiatives scale .
- Custody franchise resilience: total custodial accounts rose to 2.70M (+4% q/q), Assets Under Custody to $18.4B (+2% q/q), and custodial client cash to $454M (+3% q/q) supporting stable fee revenue .
- Strategic path intact: management reiterated its trajectory to adjusted EBITDA breakeven in 2026, citing operating leverage from the Next-Gen Marketplace, Accuidity integration, and offshoring efficiencies (“remain on track to reach adjusted EBITDA breakeven in 2026”) .
What Went Wrong
- Revenue and EPS miss: Revenue (net of transaction-based expenses) of $20.97M missed S&P consensus $24.07M; EPS $(1.40) missed $(1.03), as seasonality and lower volumes pressured profitability (Values retrieved from S&P Global).* *
- Marketplace normalization: transaction volume fell 44% q/q to $0.42B (vs $0.76B in Q2), driving marketplace revenues down to $12.16M from $18.60M despite a better take rate .
- Profitability pressure: Adjusted EBITDA loss widened to $(11.56)M (from $(5.43)M), and GAAP net loss increased to $(18.21)M (from $(16.20)M) on reduced revenue scale .

Financial Results

Metric	Q3 2024	Q2 2025	Q3 2025
Total Revenues, less transaction-based expenses ($M)	$19.14	$27.58	$20.97
Net Loss attributable to FRGE ($M)	$(18.34)	$(16.17)	$(18.22)
Adjusted EBITDA ($M)	$(11.41)	$(5.43)	$(11.56)
Marketplace Revenues ($M)	$8.71	$18.60	$12.16
Custodial Administration Fees ($M)	$10.50	$9.14	$9.10
Transaction Volume ($B) - Period	$0.34	$0.76	$0.42
Net Take Rate - Period (%)	2.6%	2.4%	2.8%

Segment breakdown

Segment Revenue	Q3 2024	Q2 2025	Q3 2025
Marketplace Revenues ($M)	$8.71	$18.60	$12.16
Custodial Administration Fees ($M)	$10.50	$9.14	$9.10
Total Revenues, less transaction-based expenses ($M)	$19.14	$27.58	$20.97

KPIs

KPI	Q3 2024	Q2 2025	Q3 2025
Number of Trades - Period	680	927	875
Transaction Volume - Period ($B)	$0.34	$0.76	$0.42
Net Take Rate - Period (%)	2.6%	2.4%	2.8%
Total Custodial Accounts (EOP)	2.28M	2.60M	2.70M
Assets Under Custody (EOP, $B)	$16.6	$18.1	$18.4
Custodial Client Cash (EOP, $MM)	$470	$440	$454
Total issuers with IOIs (Period)	516	510	547

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Adjusted EBITDA Breakeven	FY 2026	On track for 2026 (Q2 call)	Reiterated path to 2026 (no change in Q3 supplemental)	Maintained
Q3 Weighted Avg Basic Shares (for EPS calc)	Q3 2025	12,478,622 (as estimated in Q2 PR)	N/A in Q3 filing	Maintained (informational)
Revenue/EPS	Q4/FY	No formal numeric guidance	No formal numeric guidance	Unchanged
Commentary on 2H trends	2H 2025	2H organic revenue and adj. EBITDA growth rates to continue in line with 1H (with Q3 seasonality lower than Q2/Q4)	No update beyond supplemental deck	Maintained

Earnings Call Themes & Trends

Note: We could not locate a Q3 2025 earnings call transcript in the document set. The table reflects Q1 press release themes and Q2 call commentary; Q3 references are from the supplemental filing.

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q3 2025)	Trend
Next-Gen Marketplace and automation	Launched in June; auto-negotiation features; expected operating leverage and reduced friction	No new call commentary in Q3 supplemental	Continues; learning curve early users
Revenue trajectory/seasonality	Q3 seasonally lower; 2H growth y/y in line with 1H; path to 2026 breakeven	Revenue down q/q; adj. EBITDA widened as guided seasonal step-down	Seasonal dip materialized
Accuidity/Wealth products	Accuidity closed post-Q2; first registered fund expected to launch; distribution into 401(k)/IRAs contemplated	No new Q3 update in filing	Integration underway
Data partnerships (ICE, Yahoo, Fortune)	Signed ICE, Fortune; Yahoo Finance private market hub	No new Q3 update in filing	Platform reach expanding
Market/IPO window sensitivity	Volume correlates with healthy IPO window; cautious optimism	Transaction volume pulled back in Q3; take rate improved	Mixed: volume down, pricing improved
Tokenization stance	Exploring with right partnerships; issuer-supported tokens required	No Q3 update	Watching; exploratory

Management Commentary

“Revenues in Q3 are generally lower than Q2 and Q4, driven by seasonality... we remain on track to achieve adjusted EBITDA breakeven in 2026.” — CFO, Q2 call .
“We launched our next-generation marketplace... designed to reduce friction and enable investors to transact with confidence and autonomy.” — CEO, Q2 prepared remarks .
“Volume mix was more evenly distributed [in Q2]... contributing to an improvement in net take rates from 2.3% to 2.4%.” — CFO, Q2 prepared remarks (context for mix/take rate dynamics that continued with a 2.8% take rate in Q3) .

Q&A Highlights

Note: Q3 Q&A not available; highlights reflect Q2.

Seasonality and Volume Drivers: Management reiterated Q3 seasonality; increased institutional and direct trading participation in Q2; mix normalization expected to persist .
Tokenization: Open to tokenization with issuer-supported structures and careful partner selection; timing TBD .
401(k)/Retail Access: Working toward registered fund launch via Accuidity; potential distribution into retirement channels and RIAs as access broadens .
Breakeven Path: Confidence in 2026 breakeven via marketplace scalability, Accuidity contribution, and offshoring tech development .

Estimates Context

Metric	Q3 2025 Actual	Q3 2025 Consensus	Surprise
Revenue ($)	$20.97M	$24.07M*	-13% vs est.*
Primary EPS ($)	$(1.40)*	$(1.03)*	Miss by $(0.37)*
EPS Estimates Count (#)	—	4*	—
Revenue Estimates Count (#)	—	3*	—

Values with asterisk retrieved from S&P Global.

Context: Management telegraphed a seasonal step-down for Q3, but the sequential decline in marketplace revenues/volume was steeper than consensus modeled, driving the miss despite a higher net take rate .

Key Takeaways for Investors

The quarter reflected the expected seasonal air-pocket, but the magnitude of the volume pullback versus consensus led to revenue and EPS misses; watch for Q4 normalization as indicated historically .
Marketplace pricing power improved (2.8% take rate), suggesting mix and platform enhancements are working; a volume recovery could translate quickly into operating leverage .
Custody metrics (accounts, AUC, cash) grew q/q, underpinning more stable fee revenue amid transaction volatility .
Strategic pillars—Next-Gen Marketplace, data partnerships, and Accuidity-driven wealth products—remain intact; path to 2026 adjusted EBITDA breakeven reiterated .
Potential sale discussions (Oct 27 disclosure) introduce an additional near-term catalyst; any transaction update could reset the narrative and valuation .
Into Q4/H1, focus on transaction volume re-acceleration, sustained take rate, OpEx discipline, and milestones on registered fund/wealth distribution that could diversify revenue mix .
Risk checks: macro/IPO window sensitivity, execution on platform adoption, and timing of product launches/distribution are key to estimate revisions and multiple support .

Source Documents Read

Q3 2025 8-K (Item 2.02) with Supplemental Investor Information and full financial/KPI tables .
Q2 2025 earnings press release and supplemental (8-K) .
Q1 2025 earnings press release and supplemental (8-K) .
Q2 2025 earnings call transcript (full) .
Other relevant press releases: “Forge Global Comments on Market Rumors” (Oct 27, 2025) .

Forge Global Holdings, Inc. (FRGE)·Q3 2025 Earnings Summary