Business Context and Reporting Period
Company: Forum Markets, Inc. (FRMM)
Filing Type: Form 8-K (Current Report)
Date of Report: April 2, 2026
Principal Executive Offices: Palm Beach, FL
Reporting Period: The filing reports on events occurring on April 2, 2026, specifically regarding executive compensation arrangements.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the grant date values of equity awards:
- CEO (McAndrew Rudisill) One-Time Initial Award: $4,285,500
- CEO (McAndrew Rudisill) Pro-Rated 2025 Annual Award: $898,194
- CFO (John Saunders) Equity Award: $750,000
- Total Grant Date Value Disclosed: $5,933,694
Material Changes
The material change reported is the Board of Directors' approval of significant equity compensation for the CEO and CFO. This follows a prior event where a grant of 136,500 restricted shares to the CEO on November 12, 2025, was rescinded on December 1, 2025. The current awards are structured to align executive interests with shareholders and address retention needs.
Guidance, Outlook, and Management Commentary
Management Commentary: The Compensation Committee determined these awards were necessary for governance and retention, noting the CEO had received no equity compensation since joining and held no unvested equity at the time of the grant. The Committee engaged an independent consultant and reviewed market data before unanimous approval.
Award Structure and Vesting:
- Composition: 60% Performance Stock Units (PSUs) and 40% Restricted Stock Units (RSUs).
- RSU Vesting: One-third installments on the first, second, and third anniversaries of August 1, 2025, subject to continued employment.
- PSU Vesting: Based on share price hurdles within five years:
- 1/3 at $5.00 share price
- 1/3 at $7.50 share price
- 1/3 at $10.00 share price
- Hurdle Definition: Closing price must equal or exceed the hurdle for at least 30 trading days within any consecutive 60 calendar day period.
- Minimum Vesting Periods: $5.00 tranche (1 year), $7.50 tranche (2 years), $10.00 tranche (3 years).
Termination Provisions:
- Without Cause: Unvested RSUs and achieved-but-unvested PSUs vest; unachieved PSUs are forfeited.
- Change in Control: Share price hurdles are deemed achieved. Vesting accelerates if employment is subsequently terminated without Cause or for Good Reason.
Risks and Contingencies: The filing notes that PSUs will be forfeited if share price hurdles are not met within five years. The text of the award agreements (Exhibits 10.1 and 10.2) qualifies the general description provided.
Investor Verification Checklist
- Verify the closing share price on April 2, 2026, to calculate the exact number of shares granted.
- Review Exhibits 10.1 and 10.2 for the full legal terms of the PSU and RSU agreements.
- Monitor the company's share price performance against the $5.00, $7.50, and $10.00 hurdles over the next five years.
- Confirm the impact of the rescinded November 2025 grant on the CEO's total compensation history.
- Assess the dilution impact of the total $5.93 million grant value on existing shareholders.