FORUM MARKETS Inc 8-K

What Happened

• Forum Markets Inc (FRMM) filed an 8‑K (Apr 3, 2026) disclosing that on April 2, 2026 the Board approved equity awards to CEO and Chairman McAndrew Rudisill and to CFO John Saunders. The awards were granted under the Company’s 2025 Omnibus Incentive Plan and consist of 60% performance stock units (PSUs) and 40% restricted stock units (RSUs).

Key Details

• Grant values: Rudisill received a one‑time initial award valued at $4,285,500 plus a pro‑rated 2025 annual award of $898,194 (total $5,183,694); Saunders received an award valued at $750,000.
• Vesting mix and schedule: RSUs vest in three equal installments on the 1st, 2nd and 3rd anniversaries of Aug 1, 2025 (subject to continued employment). PSUs (60% of each award) vest only if share‑price hurdles are met within 5 years: one‑third at $5.00, another third at $7.50, and the final third at $10.00 (each hurdle requires the closing price to be ≥ hurdle for 30 trading days within any consecutive 60 calendar day period). PSUs also have minimum time‑based vesting floors (no earlier than 1st/2nd/3rd anniversaries for the $5/$7.50/$10 tranches, respectively).
• Termination and change‑in‑control: If employment is terminated without “Cause” (before a Change in Control), unvested RSUs and PSUs with achieved hurdles will vest, while PSUs with unmet hurdles are forfeited. On a Change in Control, hurdles are deemed achieved and vesting continues, with potential acceleration if terminated without Cause or for Good Reason.
• Governance note: The Compensation Committee engaged an independent compensation consultant, reviewed market data and legal counsel, and unanimously recommended the grants. The Committee noted Rudisill had received no unvested equity (a Nov 12, 2025 grant was rescinded Dec 1, 2025 with his approval) and expects similar annual awards for Rudisill following each annual meeting starting in 2026 (subject to Committee approval).

Why It Matters

• These grants align senior management incentives with shareholders by tying a majority of awards to share‑price performance and multi‑year service. For investors, the awards mean potential future dilution if and when RSUs/PSUs vest and shares are issued, and they signal the board’s intent to retain and motivate the CEO and CFO. The performance hurdles and change‑in‑control vesting rules are key to understanding when (or if) awarded shares may convert into actual stock.