As filed with the U.S. Securities and Exchange Commission on February 18, 2026
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Figure Technology Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 7374 | 99-2556408 | ||||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||
100 West Liberty Street, Suite 600
Reno, NV 89501
(917) 789-8049
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Tannenbaum
Chief Executive Officer
Figure Technology Solutions, Inc.
100 West Liberty Street, Suite 600
Reno, NV 89501
(917) 789-8049
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Byron B. Rooney Joseph A. Hall Zachary J. Zweihorn Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 906-1200 | Ronald Chillemi Chief Legal Officer and Corporate Secretary Figure Technology Solutions, Inc. 100 West Liberty Street, Suite 600 Reno, NV 89501 (917) 789-8049 | Marc D. Jaffe Ian D. Schuman Adam J. Gelardi Sandy Kugbei Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200 | ||||||
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333‑291591
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☒ | ||||||||||
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 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed for the sole purpose of registering, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, (i) 145,000 additional shares of Series A Blockchain Common Stock, par value $0.0001 per share (the “blockchain stock”), of Figure Technology Solutions, Inc. (the “Company”), a Nevada corporation, and (ii) 457,500 additional shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”). The contents of the registration statement on Form S-1 (File No. 333-291591) initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 17, 2025, as amended (the “Prior Registration Statement”), which was declared effective on February 17, 2026, including the exhibits thereto, are incorporated herein by reference.
The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table filed as Exhibit 107 to the Prior Registration Statement.
CERTIFICATION
The registrant hereby (i) undertakes to pay the SEC the filing fee set forth on the Filing Fee Table filed as Exhibit 107 of this registration statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on February 19, 2026) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1 | ||||||||
| 107 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on February 18, 2026.
| FIGURE TECHNOLOGY SOLUTIONS, INC. | ||||||||
| By: | /s/ Michael Tannenbaum | |||||||
| Michael Tannenbaum | ||||||||
| Chief Executive Officer and Director | ||||||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Michael Tannenbaum | Chief Executive Officer and Director (Principal Executive Officer) | February 18, 2026 | ||||||||||||
Michael Tannenbaum | ||||||||||||||
| /s/ Macrina Kgil | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 18, 2026 | ||||||||||||
Macrina Kgil | ||||||||||||||
| * | Director | February 18, 2026 | ||||||||||||
| Adam Boyden | ||||||||||||||
| * | Director | February 18, 2026 | ||||||||||||
Michael Cagney | ||||||||||||||
| * | Director | February 18, 2026 | ||||||||||||
David Katsujin Chao | ||||||||||||||
| * | Director | February 18, 2026 | ||||||||||||
| Lesley Goldwasser | ||||||||||||||
| * | Director | February 18, 2026 | ||||||||||||
| Sachin Jaitly | ||||||||||||||
| * | Director | February 18, 2026 | ||||||||||||
| Daniel Morehead | ||||||||||||||
| * | Director | February 18, 2026 | ||||||||||||
| June Ou | ||||||||||||||
| *By: /s/ Michael Tannenbaum | ||
Michael Tannenbaum | ||
| Attorney-in-fact | ||
|
Calculation of Filing Fee Tables |
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| Table 1: Newly Registered and Carry Forward Securities |
|---|
|
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||||||
|
|
1 |
|
|
|
|
$
|
$
|
|
$
|
||||
|
|
2 |
|
|
|
|
$
|
$
|
|
$
|
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| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
|
Total Offering Amounts: |
$
|
$
|
|||||||||||
|
Total Fees Previously Paid: |
$
|
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Total Fee Offsets: |
$
|
||||||||||||
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Net Fee Due: |
$
|
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Offering Note |
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1 |
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2 |
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| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Table 3: Combined Prospectuses |
|---|
|
Security Type |
Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial Effective Date |
|
|---|---|---|---|---|---|---|---|
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Exhibit 5.1
 | Brownstein Hyatt Farber Schreck, LLP | ||||
702.382.2101 main 100 North City Parkway, Suite 1600 Las Vegas, Nevada 89106 | |||||
February 18, 2026
Figure Technology Solutions, Inc.
100 West Liberty Street, Suite 600
Reno, Nevada 89501
To the addressee set forth above:
We have acted as local Nevada counsel to Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to the requirements of Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which incorporates by reference the Registration Statement on Form S-1 (File No. 333-291591) (as amended, the “Original Registration Statement”, and together with the Registration Statement, the “Registration Statements”), including the preliminary prospectus contained therein (the “Prospectus”), relating to (i) the sale by the Company of shares (the “Blockchain Shares”) of the Company’s Series A Blockchain Common Stock, par value $0.0001 per share (the “Blockchain Stock”), (ii) the sale by the selling stockholders named in the Prospectus (the “Selling Stockholders”) of shares (the “Selling Stockholder Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and (iii) the issuance by the Company of shares (the “Conversion Shares”) of the Class A Common Stock, issuable upon conversion of the Blockchain Shares, all pursuant to an underwriting agreement by and among the Company, the selling stockholders named therein, and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein or as sales agents (the “Underwriting Agreement”). The Registration Statement relates to (x) the sale by the Company of up to 457,500 additional Blockchain Shares (the “Additional Blockchain Shares”), (y) the sale by the Selling Stockholders of up to 457,500 additional Selling Stockholder Shares (the “Additional Selling Stockholder Shares”), and (z) the issuance by the Company of up to 457,500 additional Conversion Shares (the “Additional Conversion Shares”, and together with the Additional Blockchain Shares and the Additional Selling Stockholder Shares, the “Additional Shares”), issuable upon conversion of the Additional Blockchain Shares, all pursuant to the Underwriting Agreement. This opinion letter is being furnished at your request in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the registration of the Additional Shares as described in the Registration Statement. For purposes of this opinion letter, and except to the extent set forth in the numbered opinion paragraphs below, we have assumed that all such proceedings have been timely completed or will be timely completed in the manner presently proposed in the Registration Statements and the Prospectus.
www.bhfs.com
Figure Technology Solutions, Inc.
February 18, 2026
Page 2
For purposes of issuing this opinion letter, we have (a) made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statements (including the Prospectus), (ii) the articles of incorporation (including the certificate of designation establishing the Blockchain Stock (the “Certificate of Designation”)) and the bylaws of the Company, each as amended to date (collectively, the “Governing Documents”), (iii) the form of the Underwriting Agreement filed as an exhibit to the Original Registration Statement, and (iv) such agreements, instruments, resolutions of the board of directors of the Company and committees thereof and other corporate records, and other documents, or forms thereof, as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and (b) obtained from officers and other representatives and agents of the Company, and from public officials, and have relied upon, such certificates, representations, assurances and public filings as we have deemed necessary or appropriate.
Without limiting the generality of the foregoing, in our examination and in issuing this opinion letter, we have, with your permission, assumed without independent verification that (i) the Underwriting Agreement will be executed and delivered by each party thereto, in substantially the form thereof filed as an exhibit to the Original Registration Statement; (ii) the obligations of each party set forth in the Underwriting Agreement will be its valid and binding obligations, enforceable in accordance with their respective terms; (iii) (A) the Company has taken or will take all corporate action required in connection with the authorization, execution and delivery of the Underwriting Agreement, and (B) except to the extent set forth in the numbered opinion paragraphs below, all Additional Shares will be offered, issued and sold in compliance with all applicable laws, the Governing Documents and the Underwriting Agreement ((iii)(A) and (iii)(B), inclusive, above are referred to collectively herein as the “Corporate Proceedings”); (iv) except to the extent set forth in the numbered opinion paragraphs below, the statements of fact and representations and warranties set forth in the documents we have reviewed, including the Underwriting Agreement, are or will at all relevant times be, true and correct as to factual matters; (v) at no time will the total number of shares of Blockchain Stock designated pursuant to the Certificate of Designation exceed the total number of shares thereof then authorized under the Company’s articles of incorporation; (vi) after any issuance of shares of Blockchain Stock, the total number of shares of Blockchain Stock issued and outstanding, together with the total number of shares of Blockchain Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement, plan or arrangement, or otherwise, will not exceed the total number of shares of Blockchain Stock then designated under the Certificate of Designation; (vii) upon each issuance of Additional Conversion Shares, the total number of shares of Class A Common Stock issued and outstanding, together with the total number of shares of Class A Common Stock reserved for issuance or obligated to be issued by the Company pursuant to any plan, agreement or arrangement, or otherwise (including upon conversion of any then outstanding shares of Blockchain Stock), will not exceed the total number of shares of Class A Common Stock then authorized under the Company’s articles of incorporation; (viii) each natural person executing a document, at the time of such execution, has or will have sufficient legal capacity to do so; (ix) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or
Figure Technology Solutions, Inc.
February 18, 2026
Page 3
facsimile copies conform to the original documents; and (x) all corporate records made available to us by the Company and all public records we have reviewed are accurate and complete.
We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.
Based on the foregoing, and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:
1. The Additional Shares have been duly authorized by the Company.
2. If and when all Corporate Proceedings have been taken and completed, including in respect of the issuance of the Additional Blockchain Shares, such Additional Blockchain Shares will be validly issued, fully paid and nonassessable.
3. The Additional Selling Stockholder Shares are validly issued, fully paid and nonassessable.
4. If and when all Corporate Proceedings have been taken and completed, including in respect of any issuance of the Additional Conversion Shares, and if, when and to the extent any Additional Conversion Shares are issued in accordance with all applicable terms and conditions set forth in, and in the manner contemplated by, the Underwriting Agreement and the Certificate of Designation (including proper conversion of the relevant Additional Blockchain Shares), and in the manner described in the Registration Statements and the Prospectus, such Additional Conversion Shares will be validly issued, fully paid and nonassessable.
The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after the filing of this opinion letter as an exhibit to the Registration Statement. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.
We consent to your filing this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP
Exhibit 23.2
 | |||||
KPMG LLP Suite 1400 55 Second Street San Francisco, CA 94105 | |||||
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated April 7, 2025, except for the effect of the recombination discussed in Note 1 - Business and Organization, Note 2 - Summary of Significant Accounting Policies, and Note 7 - Equity as to which the date is November 13, 2025, with respect to the consolidated financial statements of Figure Technology Solutions, Inc. and subsidiaries, included herein, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
San Francisco, California
February 18, 2026
KPMG LLP, a Delaware limited liability partnership, and its subsidiaries are part of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. | |||||