UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2026, the Board of Directors of Forum Markets, Incorporated (the “Company”), upon the recommendation of the Compensation Committee of the Board, 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 (the “2025 OIP”) 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.
In its recommendation to the Board, the Compensation Committee explained its view that it was an important governance and retention matter to grant appropriate equity awards to Mr. Rudisill and Mr. Saunders, to retain and motivate them and to align their interests with the Company’s shareholders. In reaching its recommendation about the amount and structure of the awards, the Compensation Committee engaged an independent compensation consultant, reviewed market data provided by the consultant, conferred with outside counsel, and met multiple times as a Committee to discuss the amounts and structure of the awards. The Committee also considered the facts that Mr. Rudisill had received no equity compensation since joining the Company and that he currently holds no unvested equity in the Company (on November 12, 2025, 136,500 shares of restricted common stock were granted to Mr. Rudisill; on December 1, 2025, that grant was rescinded by the Board, with the approval of Mr. Rudisill, effective as of the grant date). In its recommendation to the Board, the Compensation Committee explained that, as a result of these considerations, the members of the Committee unanimously concluded that granting the awards would be in the Company’s best interest.
The one-time initial equity award was granted in recognition of Mr. Rudisill’s appointment to lead the Company’s strategic direction and has a grant date value of $4,285,500, which is two times the $2,142,750 grant date value of the annual equity award that is anticipated will be granted to Mr. Rudisill on the date of each annual meeting of stockholders. The pro-rated 2025 annual award was granted in recognition of Mr. Rudisill’s service from August 1, 2025 to December 31, 2025 and has a grant date value of $898,194, which reflects the prorated value of the anticipated annual equity award. The equity award granted to Mr. Saunders has a grant date value of $750,000. The number of shares of the Company’s common stock subject to each of the awards was determined by dividing the applicable grant date value by the closing price of a share on the grant date. To the extent that the awards vest, the shares will be delivered to Mr. Rudisill or Mr. Saunders on or promptly following the vesting date.
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.
On termination of Mr. Rudisill’s or Mr. Saunders’ employment by the Company without “Cause” (as defined in the 2025 OIP) at any time prior to a “Change in Control” (as defined in the 2025 OIP), any unvested RSUs and any PSUs for which the applicable share price hurdles were previously achieved but which have not yet vested will vest, and any PSUs for which the applicable share price hurdles were not previously achieved will be forfeited. On a Change in Control, the share price hurdles for the PSUs will be deemed achieved (to the extent not previously achieved), and following the Change in Control, the RSUs and the PSUs (to the extent not previously vested) will continue to vest on their existing schedules, with vesting accelerating if Mr. Rudisill’s or Mr. Saunder’s employment is subsequently terminated by the Company without Cause or by him for “Good Reason” (as defined in the 2025 OIP).
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The foregoing description of the equity awards granted to Mr. Rudisill and Mr. Saunders is a general description only and is qualified in its entirety by the full text of the Performance Stock Unit Award Agreement and the Restricted Stock Unit Award Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Performance Stock Unit Award Agreement | |
| 10.2 | Restricted Stock Unit Award Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORUM MARKETS, INCORPORATED | |||
| Date: April 3, 2026 | By: | /s/ McAndrew Rudisill | |
| Name: | McAndrew Rudisill | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
FORUM MARKETS, INCORPORATED
2025 OMNIBUS INCENTIVE PLAN
Performance Stock Unit Award Agreement
The Participant (as defined below) has been granted an Award (this “Award”) of performance stock units (“PSUs”) on the following terms and subject to the provisions of Attachment A and the Forum Markets, Incorporated 2025 Omnibus Incentive Plan (the “Plan”). Unless defined in this Award Agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan.
| Participant | [___________] (the “Participant”) |
| PSUs (#) | [_______]1 |
| Grant Date | [___________] (the “Grant Date”) |
| Vesting | Subject to Section 4 of Attachment A, the PSUs will vest to the extent that both the applicable “Share Price Hurdle” and the applicable “Service Condition” (as such terms are defined below) are satisfied. |
|
Share Price Hurdle
|
The “Share Price Hurdle” will be satisfied for:2
· one-third of the PSUs (“Tranche 1”) if the “$[____] Hurdle” (as defined in Section 3(a) of Attachment A) is achieved;
· an additional one-third of the PSUs (“Tranche 2”) if the “$[____] Hurdle” (as defined in Section 3(b) of Attachment A) is achieved; and
· the final one-third of the PSUs (“Tranche 3”) if the “$[____] Hurdle” (as defined in Section 3(c) of Attachment A) is achieved;
in each case, on or prior to the five-year anniversary of the Grant Date. |
|
Service Condition
|
The “Service Condition” will be satisfied for:3
· Tranche 1 on [_________________________];
· Tranche 2 on [_________________________]; and
· Tranche 3 on [_________________________];
in each case, provided that the Participant has not experienced a termination of employment prior to such anniversary. |
| 1 | The following numbers of PSUs were granted to McAndrew Rudisill and John Saunders on April 2, 2026: (a) 935,018 PSUs to Mr. Rudisill for his initial equity award, (b) 195,969 PSUs to Mr. Rudisill for his prorated equity award for 2025, and (c) 163,636 PSUs to Mr. Saunders. |
| 2 | The Share Price Hurdles for the PSUs granted to Mr. Rudisill and Mr. Saunders on April 2, 2026 are: (a) $5.00 for Tranche 1, (b) $7.50 for Tranche 2 and (c) $10.00 for Tranche 3. |
| 3 | The dates on which the Service Condition for the PSUs granted to Mr. Rudisill and Mr. Saunders on April 2, 2026 will be satisfied are: (a) for Tranche 1, the one-year anniversary of the Grant Date, (b) for Tranche 2, the two-year anniversary of the Grant Date, and (c) for Tranche 3, the three-year anniversary of the Grant Date. |
Attachment A
Performance Stock Unit Award Agreement
Terms and Conditions
Section 1. Grant of Performance Stock Unit Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.
Section 2. Rights with Respect to Shares.
(a) Right to Receive Shares. Each PSU represents the right to receive one Share if such PSU vests, as determined in accordance with this Agreement.
(b) Voting Rights. The Participant will have no voting rights with respect to the PSUs unless and until the Participant becomes the record owner of the Shares subject to the PSUs.
(c) Dividend Equivalents. If a dividend is paid on Shares during the period beginning on the Grant Date and ending on the date on which the Shares subject to the PSUs are delivered to the Participant, the Participant will be entitled to receive an amount equal to the amount of the dividend that the Participant would have received had the Shares subject to the PSUs been delivered to the Participant as of the record date for such dividend; provided that no such amount will be payable with respect to any PSUs that are forfeited. Such amount will be paid to the Participant on the date on which the Shares subject to the PSUs are delivered to the Participant in the same form (cash, Shares or other property) in which such dividend is paid to holders of Shares generally.
(d) Transferability. The PSUs may not be assigned, sold, transferred or otherwise be subject to alienation by the Participant. Any assignment, sale, transfer or other alienation with respect to the Shares deliverable on the vesting of the PSUs will be in accordance with applicable securities laws.
Section 3. Share Price Hurdles. Each of the applicable Share Price Hurdles set forth in clauses (a), (b) and (c) below will be achieved if the Fair Market Value of a Share equals or exceeds the applicable dollar amount set forth below for at least 30 trading days within any consecutive 60 calendar day period beginning on the Grant Date and ending on the five-year anniversary of the Grant Date. Any PSUs for which the applicable Share Price Hurdle is not achieved on or prior to the five-year anniversary of the Grant Date will be forfeited.
(a) $[____] Hurdle. The Share Price Hurdle for Tranche 1 (the “$[ ] Hurdle”) will be achieved if the Fair Market Value of a Share equals or exceeds $[____].
(b) $[____ Hurdle. The Share Price Hurdle for Tranche 2 (the “$[ ] Hurdle”) will be achieved if the Fair Market Value of a Share equals or exceeds $[____].
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(c) $[____ Hurdle. The Share Price Hurdle for Tranche 3 (the “$[ ] Hurdle”) will be achieved if the Fair Market Value of a Share equals or exceeds $[____].
(d) Change in Control. If a Change in Control occurs, any PSUs for which the applicable Share Price Hurdle was not achieved prior to such Change in Control will be deemed achieved.
Section 4. Accelerated Vesting, Forfeiture and Delivery of Shares.
(a) Termination of Employment.
(i) Without Cause Prior to Change in Control. If, at any prior to a Change in Control, the Participant’s employment is terminated by the Company without Cause, any PSUs for which the applicable Share Price Hurdle was achieved prior to such termination will vest, and any PSUs for which the applicable Share Price Hurdle was not achieved prior to such termination will be forfeited.
(ii) Without Cause or for Good Reason Following Change in Control. If, at any time following a Change in Control, the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason, any then-unvested PSUs will vest.
(iii) Any Other Reason. Except as provided in clauses (i) and (ii) of this Section 4(a), if the Participant’s employment terminates for any reason, any then-unvested PSUs will be forfeited.
(b) Delivery of Shares. The Company will deliver to the Participant promptly (and in all events within 30 days) after the date on which any PSUs vest, a number of Shares equal to the number of such vested PSUs.
Section 5. Miscellaneous Provisions.
(a) No Employment Contract Created. The issuance of this Award is not to be construed as granting to the Participant any right with respect to continuance of employment with the Company. The right of the Company to terminate at will the Participant’s employment at any time (whether by dismissal, discharge or otherwise), with or without cause, is specifically reserved, subject to any other written employment or other agreement to which the Company and the Participant may be a party.
(b) Withholding Taxes. The Participant acknowledges that this Award is subject to withholding pursuant to Section 11.10 of the Plan.
(c) Interpretation. This Award is being issued pursuant to the terms of the Plan and is to be interpreted in accordance therewith. The Administrator will interpret and construe this Agreement and the Plan, and any action, decision, interpretation or determination made in good faith by the Administrator will be final and binding on the Company and the Participant.
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(d) Notices. All notices or other communications which are required or permitted hereunder will be in writing and sufficient if (i) personally delivered, (ii) sent by nationally recognized overnight courier or (iii) sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:
(A) If to the Company, to its principal executive office as specified in any report filed by the Company with the Securities and Exchange Commission or to such address as the Company may have specified to the Participant in writing, Attention: General Counsel.
(B) If to the Participant, to the last known address for the Participant as maintained in the personnel records of the Company.
(e) Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.
(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.
(g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previously written or oral negotiations, commitments, representations and agreements with respect thereto.
(h) Severability. In the event one or more of the provisions of this Agreement are, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
(i) No Advice Regarding Grant. The Company is not providing the Participant with any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, the grant of the PSUs to the Participant, or the Participant’s acquisition or sale of the Shares delivered on vesting of the PSUs. The Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
(j) Compliance with Law. The Participant agrees that the Company will have unilateral authority to amend this Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
(k) WAIVER OF JURY TRIAL. THE PARTICIPANT HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Performance Stock Unit Award Agreement as of the date first written above.
| FORUM MARKETS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| PARTICIPANT | ||
Exhibit 10.2
FORUM MARKETS, INCORPORATED
2025 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Award Agreement
The Participant (as defined below) has been granted an Award (this “Award”) of restricted stock units (“RSUs”) on the following terms and subject to the provisions of Attachment A and the Forum Markets, Incorporated 2025 Omnibus Incentive Plan (the “Plan”). Unless defined in this Award Agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan.
| Participant | [___________] (the “Participant”) | ||
| RSUs (#) | [_______]1 | ||
| Grant Date | [___________] (the “Grant Date”) | ||
| Vesting | Subject to Section 3 of Attachment A:2 | ||
| ● | one-third of the RSUs will
vest on [______________]; | ||
| ● | an additional one-third of the RSUs will vest on [______________]; and | ||
| ● | the
final one-third of the RSUs will vest on [______________]; | ||
| in each case, provided that the Participant has not experienced a termination of employment prior to such date. | |||
| 1 | The following numbers of RSUs were granted to McAndrew Rudisill and John Saunders on April 2, 2026: (a) 623,345 RSUs to Mr. Rudisill for his initial equity award, (b) 130,647 RSUs to Mr. Rudisill for his prorated equity award for 2025, and (c) 109,091 RSUs to Mr. Saunders. |
| 2 | The vesting dates for the RSUs granted to Mr. Rudisill and Mr. Saunders on April 2, 2026 are: (a) August 1, 2026, (b) August 1, 2027, and (c) August 1, 2028. |
Attachment A
Restricted Stock Unit Award Agreement
Terms and Conditions
Section 1. Grant of Restricted Stock Unit Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.
Section 2. Rights with Respect to Shares.
(a) Right to Receive Shares. Each RSU represents the right to receive one Share if such RSU vests, as determined in accordance with this Agreement.
(b) Voting Rights. The Participant will have no voting rights with respect to the RSUs unless and until the Participant becomes the record owner of the Shares subject to the RSUs.
(c) Dividend Equivalents. If a dividend is paid on Shares during the period beginning on the Grant Date and ending on the date on which the Shares subject to the RSUs are delivered to the Participant, the Participant will be entitled to receive an amount equal to the amount of the dividend that the Participant would have received had the Shares subject to the RSUs been delivered to the Participant as of the record date for such dividend; provided that no such amount will be payable with respect to any RSUs that are forfeited. Such amount will be paid to the Participant on the date on which the Shares subject to the RSUs are delivered to the Participant in the same form (cash, Shares or other property) in which such dividend is paid to holders of Shares generally.
(d) Transferability. The RSUs may not be assigned, sold, transferred or otherwise be subject to alienation by the Participant. Any assignment, sale, transfer or other alienation with respect to the Shares deliverable on the vesting of the RSUs will be in accordance with applicable securities laws.
Section 3. Accelerated Vesting, Forfeiture and Delivery of Shares.
(a) Termination of Employment.
(i) Without Cause Prior to Change in Control. If, at any prior to a Change in Control, the Participant’s employment is terminated by the Company without Cause, any then-unvested RSUs will vest.
(ii) Without Cause or for Good Reason Following Change in Control. If, at any time following a Change in Control, the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason, any then-unvested RSUs will vest.
(iii) Any Other Reason. Except as provided in clauses (i) and (ii) of this Section 3(a), if the Participant’s employment terminates for any reason, any then-unvested RSUs will be forfeited.
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(b) Delivery of Shares. The Company will deliver to the Participant promptly (and in all events within 30 days) after the date on which any RSUs vest, a number of Shares equal to the number of such vested RSUs.
Section 4. Miscellaneous Provisions.
(a) No Employment Contract Created. The issuance of this Award is not to be construed as granting to the Participant any right with respect to continuance of employment with the Company. The right of the Company to terminate at will the Participant’s employment at any time (whether by dismissal, discharge or otherwise), with or without cause, is specifically reserved, subject to any other written employment or other agreement to which the Company and the Participant may be a party.
(b) Withholding Taxes. The Participant acknowledges that this Award is subject to withholding pursuant to Section 11.10 of the Plan.
(c) Interpretation. This Award is being issued pursuant to the terms of the Plan and is to be interpreted in accordance therewith. The Administrator will interpret and construe this Agreement and the Plan, and any action, decision, interpretation or determination made in good faith by the Administrator will be final and binding on the Company and the Participant.
(d) Notices. All notices or other communications which are required or permitted hereunder will be in writing and sufficient if (i) personally delivered, (ii) sent by nationally recognized overnight courier or (iii) sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:
(A) If to the Company, to its principal executive office as specified in any report filed by the Company with the Securities and Exchange Commission or to such address as the Company may have specified to the Participant in writing, Attention: General Counsel.
(B) If to the Participant, to the last known address for the Participant as maintained in the personnel records of the Company.
(e) Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.
(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.
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(g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previously written or oral negotiations, commitments, representations and agreements with respect thereto.
(h) Severability. In the event one or more of the provisions of this Agreement are, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
(i) No Advice Regarding Grant. The Company is not providing the Participant with any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, the grant of the RSUs to the Participant, or the Participant’s acquisition or sale of the Shares delivered on vesting of the RSUs. The Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
(j) Compliance with Law. The Participant agrees that the Company will have unilateral authority to amend this Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
(k) WAIVER OF JURY TRIAL. THE PARTICIPANT HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Award Agreement as of the date first written above.
| FORUM MARKETS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| PARTICIPANT | ||