Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On March 23, 2026, Forum Markets, Incorporated (the "Company"), through its wholly-owned subsidiary ETHZilla Modular Mortgage LLC, a Florida limited liability company ("EMM"), entered into a Master Loan Purchase Agreement (the "MLPA") and a Master Loan Servicing Agreement (the "MLSA") with Zippy Loans, LLC, a Delaware limited liability company ("Zippy Loans").

As previously disclosed in the Company's Current Report on Form 8-K filed on January 30, 2026, EMM completed a one-time purchase of 95 manufactured home chattel loans from Zippy Manufactured Home Credit Fund I L.P. The MLPA and MLSA described herein establish a revolving forward-flow loan purchase program.

Pursuant to the MLPA, EMM has, subject to conditions precedent, committed to purchase on an ongoing revolving basis as those loans are originated, manufactured home chattel loan receivables originated by Zippy Loans (the "Loans"), together with the related security interests in the manufactured homes securing such Loans, up to an aggregate commitment amount of $150,000,000 over a five-year term. Loans will be purchased at a price equal to a fixed percentage of the outstanding principal balance of each Loan as of the applicable purchase cut-off date, as set forth in the MLPA. Each Loan purchased under the MLPA must satisfy minimum eligibility criteria relating to, among other things, FICO score, loan-to-value ratio, loan size, loan term and geographic concentration.

The MLPA includes, among other things, representations and warranties of Zippy Loans with respect to each Loan sold thereunder, repurchase obligations of Zippy Loans upon the occurrence of certain repurchase events, eligibility criteria governing Loans eligible for purchase, and customary indemnification and confidentiality provisions. The MLPA has an initial term of five years from the Effective Date, subject to earlier termination in accordance with its terms.

Concurrently with the execution of the MLPA, EMM and Zippy Loans entered into the first Purchase Commitment under the MLPA (the "Purchase Commitment"), covering the period from March 23, 2026 through June 30, 2026, with a commitment amount of up to $15,000,000. On March 23, 2026, FRMM acquired 31 manufactured home chattel loans (the "Initial Loans"), together with the related security interests in the manufactured homes securing the Initial Loans, for a total purchase price of $1,436,710.67. The acquisition was funded with cash on hand.

Pursuant to the MLSA, Zippy Loans will service the Loans purchased by EMM under the MLPA in accordance with accepted servicing practices for manufactured home chattel loans as set forth in the MLSA. The servicing fee payable to Zippy Loans is calculated on a per annum basis as a percentage of the aggregate outstanding loan balance of the serviced Loans, tiered by FICO score, and is subject to a minimum monthly servicing fee. Zippy Loans is required to deposit all collections into a segregated servicing account and remit such collections (net of servicing fees and reimbursable expenses) to EMM on each monthly payment date. The MLSA provides for customary servicer events of default and, upon the occurrence of a servicer event of default, EMM has the right to terminate the servicing arrangement and transfer servicing to a successor servicer. The MLSA remains in effect until all Loans have been paid in full, discharged or otherwise liquidated, subject to earlier termination in accordance with its terms.

As discussed in greater detail in the Current Report on Form 8-K filed by the Company on December 10, 2025, on December 9, 2025, the Company holds approximately 15% of the fully-diluted ownership of Zippy, Inc., a Delaware corporation, which is the parent company and sole owner of Zippy Loans.