Forum Markets, Inc. Announces Major Loan Portfolio Acquisition; Entry into Definitive Agreements with Zippy Loans

Key Highlights

• Forum Markets, Inc. enters a Master Loan Purchase Agreement (MLPA) and Servicing Agreement with Zippy Loans, LLC via its subsidiary ETHZilla Modular Mortgage LLC.
• Acquisition of Initial Loans completed on March 23, 2026, with Zippy Loans retaining servicing rights.
• Structure includes “Community Recourse” and “Non-Recourse” Loans, with pricing and terms redacted for confidentiality but governed by a formal Purchase Commitment.
• Forum Markets now holds approximately 15% in Zippy, Inc., parent to Zippy Loans, establishing a strategic equity and operational linkage.
• All loan sales will be treated as absolute sales (not financings) for accounting, tax, and regulatory purposes, affecting Forum Markets’ balance sheet and risk profile.
• No financial statements or pro forma information required to be filed due to the asset nature of the transaction (not a business acquisition).

Detailed Transaction Overview

On March 23, 2026, Forum Markets, Inc. (Nasdaq: FRMM), through its wholly owned subsidiary ETHZilla Modular Mortgage LLC, entered into a Master Loan Purchase Agreement (MLPA) and a Master Loan Servicing Agreement (MLSA) with Zippy Loans, LLC. These agreements formalize the acquisition of a portfolio of loans and the ongoing servicing rights by Zippy Loans.

Transaction Structure and Rationale

The MLPA sets forth the framework for the purchase and sale of two primary types of loans:

• Community Recourse Loans: Loans where recourse is structured at a community level (details on recourse mechanism are confidential).
• Non-Recourse Loans: Loans with no recourse to the seller beyond the collateral.

The terms for pricing (Base Purchase Price) are redacted but are subject to prevailing market conditions and mutual written agreement. The total purchase amount, principal balances, and the calculation methodologies are defined but marked as confidential in the filed schedules. The agreements allow for price adjustment and future amendments by mutual consent.

Operational and Financial Implications

• Servicing Rights: Zippy Loans will retain servicing of the transferred loans under the MLSA. Forum Markets will benefit from a monthly servicer report with comprehensive portfolio-level data, ensuring transparency and oversight.
• Accounting Treatment: The loan purchases are classified as absolute sales—not financings—for all accounting, regulatory, and tax purposes. This means the loans will be removed from Zippy’s balance sheet and added to Forum Markets’, potentially improving Forum’s asset base, capital ratios, and investor visibility into loan portfolio performance.
• Contingencies and Risk: The agreement outlines detailed eligibility criteria for all loans purchased. Either party may terminate the agreement under specific adverse events, including breaches of representations and warranties, regulatory action, or bankruptcy of the seller.
• Confidentiality and Indemnification: Both sides have agreed to strict confidentiality on non-public information, with indemnification clauses to protect against losses arising from breaches, regulatory actions, or third-party claims.

Strategic Shareholding

As of December 2025, Forum Markets, Inc. holds approximately 15% of the fully-diluted ownership of Zippy, Inc., the parent company of Zippy Loans. This equity position, coupled with the purchase and servicing agreements, deepens Forum Markets’ strategic relationship with Zippy and creates potential for future collaboration, profit-sharing, and influence on Zippy’s direction.

Signatures and Governance

The agreements were executed by authorized representatives: Ben Halliday (CEO, Zippy Loans, LLC) and John Saunders (CFO, ETHZilla Modular Mortgage LLC), demonstrating top-level commitment from both organizations.

Potential Share Price Impact and Shareholder Considerations

• This transaction marks a significant expansion of Forum Markets’ loan portfolio and diversifies its asset base into new segments via a scalable, modular structure.
• The company’s equity stake in Zippy, Inc. further aligns the interests of both parties and could lead to additional strategic initiatives or cross-selling opportunities in the fintech and mortgage space.
• Investors should note that precise purchase pricing, loan balances, and eligibility criteria are confidential and redacted, creating some uncertainty regarding the immediate financial impact. However, the company’s approach to risk management, accounting, and governance appears robust.
• Forum Markets’ expansion in the mortgage loan sector, with Nasdaq listing and enhanced asset visibility, could lead to increased investor interest and impact share valuation, especially given the potential for recurring servicing revenues and capital-light growth.
• No emerging growth company status is claimed, and the transaction does not require additional financial disclosures under SEC rules, suggesting a well-structured asset acquisition rather than a transformative business combination.

Conclusion

This transaction represents a notable step in Forum Markets, Inc.’s strategy to become a leading player in the digital mortgage and loan aggregation space. Investors should closely watch upcoming performance reports, loan portfolio disclosures, and any subsequent transactions with Zippy Loans for further developments that could materially affect the company’s financial profile and share performance.

Disclaimer: This article is for informational purposes only. It is not investment advice or a solicitation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The information herein is based on public filings and may be subject to change or revision. Forum Markets, Inc. and Zippy Loans, LLC have redacted certain confidential terms, which may affect the completeness of this analysis.

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