Business Context and Reporting Period
Company: Forum Markets, Inc. (FRMM)
Filing Type: Form 8-K (Current Report)
Date of Report: March 23, 2026
Reporting Period: Specific event date of March 23, 2026
Forum Markets, Inc., through its wholly-owned subsidiary ETHZilla Modular Mortgage LLC ("EMM"), entered into definitive agreements to establish a revolving loan purchase program for manufactured home chattel loans.
Key Financial Metrics and Transaction Details
- Aggregate Commitment: $150,000,000 over a five-year term under the Master Loan Purchase Agreement (MLPA).
- Initial Purchase Commitment: $15,000,000 covering the period from March 23, 2026, through June 30, 2026.
- Initial Acquisition: 31 manufactured home chattel loans acquired on March 23, 2026.
- Purchase Price: $1,436,710.67 for the initial loans.
- Funding Source: Cash on hand.
- Related Party Interest: The Company holds approximately 15% of the fully-diluted ownership of Zippy, Inc., the parent company of the counterparty, Zippy Loans, LLC.
Material Changes and Agreements
The filing discloses the execution of two primary agreements with Zippy Loans, LLC:
- Master Loan Purchase Agreement (MLPA): Establishes a forward-flow program where EMM commits to purchasing originated loans subject to eligibility criteria (FICO, LTV, loan size, term, geography). Loans are purchased at a fixed percentage of the outstanding principal balance.
- Master Loan Servicing Agreement (MLSA): Zippy Loans will service the purchased loans. Servicing fees are calculated annually as a percentage of the outstanding balance, tiered by FICO score, with a minimum monthly fee. Collections are remitted to EMM net of fees and expenses.
The acquisition of the initial loans is classified as an acquisition of assets, not a business, meaning no pro forma financial statements are required.
Outlook, Risks, and Management Commentary
Outlook: The agreements establish a five-year framework for ongoing loan origination and purchase, signaling an expansion of the Company's manufactured home lending portfolio.
Risks and Contingencies:
- Repurchase Obligations: Zippy Loans is obligated to repurchase loans upon the occurrence of certain repurchase events.
- Servicer Default: The MLSA includes events of default allowing EMM to terminate servicing and transfer to a successor servicer.
- Related Party Transaction: The transaction involves a counterparty in which the Company holds a significant equity stake (15%), requiring careful monitoring of related party disclosures.
Investor Verification Checklist
- Verify the specific eligibility criteria (FICO scores, LTV ratios) defined in the MLPA to assess credit quality standards.
- Review the full text of the Master Loan Purchase Agreement (Exhibit 10.1) for detailed repurchase triggers and indemnification terms.
- Confirm the impact of the 15% ownership stake in Zippy, Inc. on future related party transaction disclosures.
- Monitor the utilization rate of the $150 million aggregate commitment against the initial $15 million quarterly commitment.
- Assess the Company's liquidity position following the $1.44 million cash outlay for the initial loans.