SEC Filing | Figure Technology Solutions, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 001-42829

_________________________

FIGURE TECHNOLOGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

_________________________


Nevada						99-2556408
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 West Liberty Street, Suite 600 Reno, NV						89501
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (917) 789-8049

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

FIGR

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 11, 2026, registrant had outstanding 182,622,749 shares of Class A common stock, net of treasury shares, 37,893,047 shares of Class B common stock and 585,053 shares of Blockchain common stock.

Table of Contents


		Page No.
	Part I . Fi nancial Information
Item 1.	F inancial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	6
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	7
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	9
	Notes to Condensed Consolidated Financial Statements	10
	Note 1 – Business and Organization	10
	Note 2 – Summary of Significant Accounting Policies	10
	Note 3 – Investments	15
	Note 4 – Servicing	19
	Note 5 – Loans	21
	Note 6 – Debt	23
	Note 7 – Equity	26
	Note 8 – Net Income (Loss) Per Share	29
	Note 9 – Variable Interest Entities	30
	Note 10 – Commitments and Contingencies	31
	Note 11 – Related Party Transactions	33
	Note 12 – Fair Value Measurements	35
	Note 13 – Income Taxes	38
	N ote 14 - Subsequent Events	39
Item 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	40
Item 3.	Quantitative And Qualitative Disclosures About Market Risk	58
Item 4.	Controls And Procedures	58

	Part II. Other Information
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	59
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	61
Item 6.	Exhibits	61
	Signatures	63

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report, including without limitation, statements regarding our future financial performance, including our expectations regarding our revenue, expenses, ability to determine reserves, and ability to remain profitable; our ability to maintain, expand, and enter into new relationships with partners and loan purchasers on the secondary market; our ability to broaden our network of partners; our ability to develop and achieve market acceptance of new products and services, including On-Chain Public Equity Network (“OPEN”), including its expected capabilities, and our Blockchain Common Stock; anticipated trends, growth rates, and challenges in our business; and the cryptoeconomy, the price, and market capitalization of digital assets; the development and adoption of blockchain technology; our expectations regarding the trading market, liquidity, and trading price of our Class A common stock and Blockchain Common Stock (together with our Class B common stock, our “common stock”); our ability to maintain effective internal control over financial reporting; our expectations regarding the regulatory environment applicable to our lending and digital asset activities; and our ability to maintain required licenses and regulatory approvals are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, include, but are not limited to the following: our history of losses and the risk that we may not maintain profitability; our reliance on HELOCs and exposure to fluctuations in the HELOC market and housing values; our ability to attract and retain borrowers, partners, and loan purchasers and to drive adoption of Figure-branded and Partner-branded channels including Figure Connect; loan performance and default rates and the effect of credit performance on access to and pricing of warehouse facilities, whole-loan sales, and securitizations; changes in interest rates and U.S. monetary policy that impact originations, funding costs, and investor demand; legal and regulatory risks affecting lending and mortgage-related activities and the evolving framework for digital assets, including potential changes in the characterization or regulation of certain digital assets and related products; dependence on key third-party providers including cloud, custodial, valuation, and data vendors and risks from outages or service disruptions; technology failures, cybersecurity incidents, or other operational disruptions; protection and enforcement of intellectual property; compliance with licensing, consumer protection, privacy, data security, and sanctions/AML laws, and shifting enforcement priorities at the federal and state levels; our ability to meet our public company reporting and internal control obligations; competition; macroeconomic and geopolitical conditions; our dual-class structure and concentrated voting control and related impacts on corporate governance; equity market volatility affecting our common stock; and the other important factors described under the sections in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 and in our other filings with the SEC. Other sections of this Quarterly Report, including “Management's Discussion and Analysis of Financial Condition and Results of Operations”, include additional factors that could adversely impact our business and financial performance.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FIGURE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share data)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	1,464,643	$	1,198,141
Restricted cash	71,947		68,637
Loans held for sale, at fair value	503,900		404,337
Digital assets ($62,430 and $84,867 at fair value)	74,313		96,558
Accounts receivable, net	65,330		52,016
Other current assets	46,005		41,518
Total current assets	2,226,138		1,861,207
Loan servicing asset, at fair value	125,931		113,064
Marketable securities, at fair value	298,428		273,151
Digital assets, non-current	1,967		3,644
Deferred income taxes, net	26,037		26,037
Other non-current assets	52,392		40,420
Total assets	$	2,730,893	$	2,317,523
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	29,731	$	29,501
Payables to third-party loan owners	451,393		383,772
Debt, current ($174,589 and $100,519 at fair value)	228,505		160,959
Debt, current to related parties ($376,526 and $166,135 at fair value)	376,526		166,135
Other current liabilities	86,601		105,642
Total current liabilities	1,172,756		846,009
Debt, non-current	262,223		230,143
Lease liability, non-current	3,894		4,173
Total liabilities	1,438,873		1,080,325
Stockholders' equity:
Preferred stock — $0.0001 par value per share: 100,000,000 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Class A common stock — $0.0001 par value per share: 1,000,000,000 shares authorized, 180,812,863 shares issued and outstanding at March 31, 2026; 1,000,000,000 shares authorized, 178,485,407 issued and outstanding at December 31, 2025	19		19
Class B common stock — $0.0001 par value per share: 200,000,000 shares authorized, 37,893,047 shares issued and outstanding at March 31, 2026; 200,000,000 shares authorized, 37,893,047 issued and outstanding at December 31, 2025	4		4
Blockchain common stock — $0.0001 par value per share: 500,000,000 shares authorized, 687,920 and no shares issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Treasury stock, at cost	(18,218)		—
Additional paid-in capital	1,452,264		1,415,804
Accumulated deficit	(142,048)		(186,993)
Total Figure Technology Solutions, Inc. stockholders' equity	1,292,021		1,228,834
Noncontrolling interests in consolidated subsidiaries	(1)		8,364
Total stockholders' equity	1,292,020		1,237,198
Total liabilities and stockholders' equity	$	2,730,893	$	2,317,523

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

FIGURE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2026		2025
Net revenue:
Ecosystem and technology fees	$	47,306	$	15,613
Servicing fees	9,825		7,191
Interest income	19,376		11,224
Origination fees	23,130		12,477
Gain on sale of loans, net	49,356		29,792
Gain on servicing asset, net	12,867		326
Marketable securities income, net	3,660		7,613
Other revenue	1,487		274
Total net revenue	167,007		84,510
Expenses:
General and administrative	45,595		18,840
Technology and product development	15,605		17,416
Operations and processing	21,447		12,678
Sales and marketing	25,483		14,967
Interest expense	16,889		10,972
Other expense	47		1,565
Total expenses	125,066		76,438
Operating income	41,941		8,072
Other expense, net	(3,839)		(7,455)
Income before income taxes	38,102		617
Income tax (benefit) provision	(6,945)		1,230
Net income (loss)	45,047		(613)
Net income attributable to noncontrolling interests in consolidated subsidiaries	102		207
Net income (loss) attributable to Figure Technology Solutions, Inc.	$	44,945	$	(820)

Net income (loss) per share of Class A, Class B, and Blockchain common stock
Basic	$	0.21	$	(0.01)
Diluted	$	0.18	$	(0.01)
Weighted-average Class A, Class B, and Blockchain common shares outstanding
Basic	217,277,605		69,398,649
Diluted	248,829,672		69,398,649

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(in thousands, except share and per share data)


	Class A Common Stock			Class B Common Stock			Blockchain Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Total Figure Technology Solutions, Inc. Stockholders’ Equity		Noncontrolling Interests in Consolidated Subsidiaries		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2025	178,485,407	$	19	37,893,047	$	4	—	$	—	—	$	—	$	1,415,804	$	(186,993)	$	1,228,834	$	8,364	$	1,237,198

Exercise of stock options and warrants	2,382,188	—		—	—		—	—		—	—		8,813		—		8,813		—		8,813
Stock compensation expense	—	—		—	—		—	—		—	—		27,647		—		27,647		—		27,647
Dividends & redemptions of subsidiaries	—	—		—	—		—	—		—	—		—		—		—		(53)		(53)
Other equity contributions	—	—		—	—		—	—		—	—		—		—		—		(20)		(20)
Settlement of restricted stock units	633,188	—		—	—		—	—		280,603	(8,518)		—		—		(8,518)		—		(8,518)
Blockchain common stock issuance	(687,920)	—		—	—		687,920	—		—	—		—		—		—		—		—
Class A common stock repurchases	—	—		—	—		—	—		312,500	(9,700)		—		—		(9,700)		—		(9,700)
Deconsolidation of subsidiary	—	—		—	—		—	—		—	—		—		—		—		(8,394)		(8,394)
Net income	—	—		—	—		—	—		—	—		—		44,945		44,945		102		45,047
Balance at March 31, 2026	180,812,863	$	19	37,893,047	$	4	687,920	$	—	593,103	$	(18,218)	$	1,452,264	$	(142,048)	$	1,292,021	$	(1)	$	1,292,020


	Convertible Preferred Stock			Common Stock			Additional Paid-In Capital	Accumulated Deficit	Total Figure Technology Solutions, Inc. Stockholders’ Equity		Noncontrolling Interests in Consolidated Subsidiaries		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2024	111,900,495	$	2	69,300,284	$	2			$	675,945	$	(320,851)	$	355,098	$	8,277	$	363,375
Exercise of stock options and warrants	—	—		196,733	—				508		—		508		—		508
Stock compensation expense	—	—		—	—				2,414		—		2,414		—		2,414
Issuance of preferred stock warrants	—	—		—	—				2,927		—		2,927		—		2,927


Dividends & redemptions of subsidiaries	—	—		—	—				—		—		—		(81)		(81)





Net income	—	—		—	—				—		(820)		(820)		207		(613)
Balance at March 31, 2025	111,900,495	$	2	69,497,017	$	2			$	681,794	$	(321,671)	$	360,127	$	8,403	$	368,530

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Operating activities:
Net income (loss)	$	45,047	$	(613)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on servicing asset, net	(12,867)		(326)
Gain on sale of loans, net	(53,321)		(29,792)
Loss (gain) on sale of digital assets	3,856		5,444
Change in fair value of marketable securities	2,468		(2,231)
Loss (income) from fund and equity method investments	417		2,825
Interest expense paid in YLDS	8,167		—
Amortization of deferred financing costs	374		274
Amortization of internally developed software	4,712		3,943



Services exchanged for issuance of warrants	—		2,927
Stock-based compensation expense	25,878		2,414
Losses on repurchased loans	47		1,600

Net change in operating assets and liabilities:
Proceeds from loan sales, net of repurchases	1,986,508		978,234
Originations of loans held for sale	(1,202,372)		(680,350)
Purchases of loans held for sale	(1,027,603)		(516,863)
Principal payments on loans held for sale	186,965		95,990
Accounts receivable, net	(8,397)		956
Other assets	(2,326)		(10,476)
Accounts payable and other liabilities	4,629		5,771

Net cash provided by (used in) operating activities	(37,818)		(140,273)
Investing activities:
Capitalization of internally developed software costs	(6,436)		(4,418)

Purchases of digital assets	(1,726)		(1,619)
Proceeds from sales of digital assets	803		2,595


Realized gains (losses) on futures	1,619		—
Purchases of marketable securities	(51,634)		(15,161)

Principal payments on marketable securities	18,052		2,476
Deconsolidation of subsidiary	(11,737)		—
Partner prefunding	(13,034)		—
Partner prefunding repayment	10,500		—

Net cash used in investing activities	(53,593)		(16,127)
Financing activities:
Proceeds from debt	2,066,896		1,037,243
Proceeds from debt, related party	96,924		—
Principal payments on debt	(1,835,081)		(891,375)
Principal payments on debt, related parties	(28,684)		—
Payments of deferred financing costs	(217)		(140)

Proceeds from servicing activity on behalf of third-party loan owners	68,533		49,877



Net changes in customer deposit liabilities	2,310		—
Distributions to shareholders	—		(81)

Common stock repurchase	(9,700)		—
Proceeds from exercises of stock options	8,813		508
Taxes paid related to net share settlement of equity awards	(8,517)		—
Other financing activities	(54)		—
Net cash provided by financing activities	361,223		196,032
Net increase in cash, cash equivalents, and restricted cash	269,812		39,632
Cash, cash equivalents, and restricted cash, beginning of period	1,266,778		347,447
Cash, cash equivalents, and restricted cash, end of period	$	1,536,590	$	387,079


Supplemental cash flow disclosure:
Cash paid during the period for interest	$	13,858	$	10,720
Cash paid during the period for income taxes	173		—

Non-cash investing and financing activities:









Unrealized losses on futures	$	2,346	$	—
Distributions from Onshore Solana Fund	374		81
Stock-based compensation included in capitalized internally developed software	1,769		115
Marketable securities retained in securitization transactions	—		(16,636)

Non-cash payments issued through debt	(1,699)		—

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

NOTE 1 – BUSINESS AND ORGANIZATION

Figure Technology Solutions, Inc. (“FTS”, “Figure”, or the “Company”) is a financial technology company that has built a suite of blockchain-based products and solutions centered around the vision of promoting efficiency and liquidity in financial markets. The Company offers a technology-enabled loan origination system and pairs this system with a distribution marketplace, Figure Connect, providing access to a deep and broad pool of capital markets partners (together, the “Technology Offering”). In addition, the Company has utilized blockchain technology to develop an exchange for digital assets and credit, providing interest-bearing stablecoin deposits and Democratized Prime a decentralized, blockchain-based financial marketplace connecting sources and uses of capital.

2025 Corporate Transactions

During 2025, the Company completed a series of corporate transactions:

•Recombination: On August 29, 2025, FT Intermediate, Inc. (“FTI”) and Figure Markets Holdings, Inc. (“FMH”), entities under common control, recombined (the “Recombination”). FTI was subsequently renamed Figure Technology Solutions, Inc. As the Recombination was between entities under the common control of the controlling shareholder, Michael Cagney (“Controlling Party”), the transaction was accounted for in a manner similar to a pooling of interests. Accordingly, the Company’s Condensed Consolidated Financial Statements for the prior-year periods have been retrospectively recast to reflect the combined results of FTI and FMH as if they were a single consolidated entity as of the earliest period presented.

•Initial Public Offering: On September 12, 2025, the Company completed its Initial Public Offering (“IPO”) of Class A common stock. In connection with the IPO, all then-outstanding shares of convertible preferred stock were converted into shares of Class A common stock; a dual-class common stock structure was established, consisting of Class A and Class B; and shares held by the Controlling Party were converted into Class B common stock.

For additional information regarding the Recombination and the IPO, refer to Note 1 in the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Secondary Offering

In February 2026, the Company completed a secondary public offering of 4,375,000 shares of its Blockchain Common Stock ("Blockchain Stock"). The transaction was structured as a synthetic secondary offering in which underwriters purchased 4,375,000 existing shares of the Company’s Class A common stock from selling stockholders and sold them to the Company. The Company then sold newly minted Blockchain Stock to the purchasers. The Company received no cash proceeds from the sale of the Blockchain Stock.

In connection with the offering, the Company utilized approximately $10.0 million of cash on hand to repurchase 312,500 shares of its Class A common stock from the underwriters at the public offering price of $32.00 (the "Share Repurchase"). The shares acquired in the Share Repurchase are held in treasury. The completion of this transaction resulted in approximately a $10.0 million reduction in cash and cash equivalents and a corresponding increase in treasury stock, with no net impact on the total number of common shares issued.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025, have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information along with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In management’s opinion, the Company made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The Condensed Consolidated Financial Statements include the accounts of the Company and the combined wholly-owned subsidiaries over which the Company controls significant operating, financial, and investing decisions of the entity as well as those entities deemed to be variable interest entities (“VIEs”) in which the Company is determined to have a controlling financial interest.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2026, or for any other period. Further, the balance sheet as of December 31, 2025, has been derived from the audited Consolidated Balance Sheet as of this date. There have been no material changes, other than what is discussed herein, to the Company's significant accounting policies as compared to the significant accounting policies disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes, together with management’s discussion and analysis of financial position and results of operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Change in Financial Statement Presentation

Marketable Securities Income, net

As of March 31, 2026, the Company voluntarily elected to change its income statement presentation for net gains and losses on the change in fair value of marketable securities, and the interest income earned on marketable securities, by reclassifying them into a separate line item, “Marketable securities income, net”. Previously, these amounts were included within “Gain on sale of loans, net” and “Interest income”, respectively.

This change in classification has been applied retrospectively to all periods presented. It had no impact on the Condensed Consolidated Balance Sheets and no effect on previously reported total assets, total liabilities, equity, net income, or earnings per share for any period presented.

The following tables present the impact to the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows as a result of this change for the three months ended March 31, 2025.


	Three Months Ended March 31, 2025
Condensed Consolidated Statements of Operations	As Reported		Adjustment		Recast
Interest income	$	16,606	$	(5,382)	$	11,224
Gain on sale of loans, net	32,023		(2,231)		29,792
Marketable securities income, net	—		7,613		7,613


	Three Months Ended March 31, 2025
Condensed Consolidated Statements of Cash Flows	As Reported		Adjustment		Recast
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on sale of loans, net	$	(32,023)	$	2,231	$	(29,792)
Change in fair value of marketable securities	—		(2,231)		(2,231)

Customer Deposit Liability

As of March 31, 2026, the Company voluntarily elected to change its presentation of cash flow activity in connection with deposits held for customer marketplace transactions. Such activity was previously reflected within operating activities in the “Accounts payable and other liabilities” line item, and are now presented in financing activities in the “Net changes in customer deposit liabilities” line item. The amounts for the three months ended March 31, 2025 were $6.5 million. The change in presentation had no impact on the Condensed Consolidated Financial Statements, other than the reclassification of amounts within the Condensed Consolidated Statements of Cash Flows captions as described herein. The movement between customer deposit liabilities and YLDS (debt) is presented as cash payments and receipts.

Change in Accounting Principle

Accounting for payment stablecoins

As of December 31, 2025, the Company voluntarily elected to change its method of accounting for payment stablecoins to classify them as cash equivalents and applied the change retrospectively. See Note 2 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of the change in accounting principle.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The following table presents the impact to the Condensed Consolidated Statements of Cash Flows as a result of this change to the three months ended March 31, 2025; there was no impact to the Condensed Consolidated Statements of Cash Flows beyond the line items shown below.


	Three Months Ended March 31, 2025
	As Reported		Adjustment		Recast
Investing activities:
Purchases of digital assets	$	(2,053)	$	434	$	(1,619)
Proceeds from sales of digital assets	2,899		(304)		2,595

Change in Statement of Cash Flow Presentation Related to Retained Beneficial Interests in Loan Securitizations

As of December 31, 2025, the Company corrected the presentation of certain retained beneficial interests in loan securitization transactions within the Condensed Consolidated Statements of Cash Flows and applied the correction retrospectively. See Note 2 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of the correction.

The following table presents the impact to the Condensed Consolidated Statements of Cash Flows as a result of the correction for the three months ended March 31, 2025; there was no impact to the Condensed Consolidated Statements of Cash Flows beyond the line items shown below.


	Three Months Ended March 31, 2025
	As Reported		Adjustment		As Corrected
Operating activities:
Proceeds from loan sales, net of repurchases	$	994,870	$	(16,636)	$	978,234
Purchases of marketable securities	(31,797)		31,797		—

Principal payments on marketable securities	2,476		(2,476)		—
Net cash provided by (used in) operating activities	(152,958)		12,685		(140,273)
Investing activities:
Purchases of marketable securities	—		(15,161)		(15,161)

Principal payments on marketable securities	—		2,476		2,476
Net cash used in investing activities(A)	$	(3,572)	$	(12,685)	$	(16,257)

Non-cash investing and financing activities:
Marketable securities retained in securitization transactions	$	—	$	(16,636)	$	(16,636)

(A) Net cash used in investing activities “As Corrected” represents the impact from this adjustment only and does not tie to the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 as it does not include the impact from the payment stablecoin presentation change disclosed in “Change in Accounting Principle” in Note 2.

Segments

The Company operates as a single operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The CODM evaluates performance and allocates resources using consolidated net income (loss) as reported in the Condensed Consolidated Statements of Operations. Significant expense categories and revenue streams reviewed by the CODM are presented on the face of the Condensed Consolidated Statements of Operations. The CODM does not review assets, liabilities, or capital expenditures at a more granular level; accordingly, no such disclosures are presented. Total consolidated assets are presented on the Condensed Consolidated Balance Sheets.

Substantially all of the Company’s revenues and long-lived assets are located in the United States. For the three months ended March 31, 2026, Toledo Bend Investments accounted for approximately $21.1 million, or 13%, of the Company’s total net revenue. Our diversified ecosystem of whole loan buyers and access to additional liquidity through the securitization market mitigates concentration risk related to individual purchasers of loans for which we earn revenues. No other customer accounted for more than 10% of the Company’s total net revenue for each of the respective periods or for the same periods in the prior year.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Derivatives

Treasury Note Futures Contracts

The Company recorded aggregate net realized and unrealized gains (losses) for derivative assets and liabilities within “Gain on sale of loans, net” in the Condensed Consolidated Statements of Operations of $4.0 million and $(4.8) million for the three months ended March 31, 2026 and 2025, respectively. Any results from the settlement of the Company derivative financial instruments are included as “Realized gains (losses) on futures” as an investing cash flow within the Condensed Consolidated Statements of Cash Flows.

The Company records derivative assets and liabilities within “Other current liabilities” and “Other current assets” in the Condensed Consolidated Balance Sheets. As of March 31, 2026 and December 31, 2025 we recorded the following balances:


	Notional		March 31, 2026		December 31, 2025
Other current asset:
Treasury note futures	$	205,000	$	2,788	$	442

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance Sheets to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	1,425,754	$	1,159,597
Payment stablecoins	38,889		38,544
Restricted cash	71,947		68,637
Total cash, cash equivalents and restricted cash	$	1,536,590	$	1,266,778

Accounts receivable, net

The following table presents the components of “Accounts receivable, net” reported in the Condensed Consolidated Balance Sheets:


	March 31, 2026		December 31, 2025
Trade accounts receivable	$	37,446	$	30,627
Interest receivable	4,402		4,440
Subservicer receivable(A)	8,813		6,914
Other accounts receivable	14,939		10,355
Less: Allowance for credit losses	(270)		(320)
Accounts receivable, net	$	65,330	$	52,016

(A) Subservicer receivable consists of loan principal and interest payments collected on behalf of the Company by a subservicer that have not yet been remitted to the Company.

The Company is exposed to credit risk related to trade accounts receivable. In order to manage credit risk, the Company generally has the right to withhold amounts due from transaction proceeds paid to the customer. At March 31, 2026, trade accounts receivable from four customers individually accounted for approximately 28.5%, 24.2%, 16.8%, and 12.1% of trade accounts receivables. No other customer accounted for 10% or more of trade accounts receivable.

Revenue Recognition

The Company’s revenues are substantially comprised of ecosystem and technology fees, loan originations and sales gains or losses, interest income earned on those loans, and loan servicing.

See the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for the Company’s revenue recognition accounting policies.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The following table presents the components of “Ecosystem and technology fees” in the Condensed Consolidated Statements of Operations:


	Three Months Ended March 31,
	2026		2025
Ecosystem and technology fees:
Technology offering fees(A)	$	17,296	$	7,895
Ecosystem fees(B)	24,419		5,212
	41,715		13,107
Program fees(C)	5,591		2,506
Total ecosystem and technology fees	$	47,306	$	15,613

(A) Technology offering fees include fees that are accounted under ASC 606 as well as $9.7 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively, that are in the scope of ASC 310.

(B) Ecosystem fees include fees that are accounted for under ASC 606 as well as $7.8 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively, that are in the scope of ASC 310.

Software Costs

The Company amortizes internally-developed software capitalized costs within “Technology and product development” expense in the Condensed Consolidated Statements of Operations as follows:


	Estimated Useful Life (Years)	March 31, 2026		December 31, 2025
Internally developed software	3	$	110,074	$	101,873
Accumulated amortization(A)		(78,387)		(73,704)
Net		$	31,687	$	28,169

(A) The Company amortized $4.7 million and $3.9 million of capitalized internally-developed software costs during the three months ended March 31, 2026 and 2025, respectively.

Recently Issued Accounting Standards

With the exception of those discussed below, there have not been recent changes in accounting pronouncements issued by the FASB that are applicable to, or adopted by, the Company during the three months ended March 31, 2026.

Recently Issued Accounting Standards Not Yet Adopted

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the applicability of interim reporting guidance, establishes a comprehensive list of interim disclosures required under GAAP, and introduces a disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material impact on the entity. ASU 2025-11 also improves navigability by organizing interim disclosure requirements across the Codification and clarifies the form and content of interim financial statements, including the use of condensed statements and required accompanying notes. ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, for public business entities, and after December 15, 2028, for all other entities, with early adoption permitted. The Company is currently evaluating the effect of adopting ASU 2025-11 on its interim reporting disclosures.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans (“ASU 2025-08”), which introduces the concept of purchased seasoned loans and expands use of the gross-up approach to a broader population of acquired loans. Under the amendments, loans (other than credit cards) that are acquired without significant credit deterioration since origination and meet seasoning criteria are accounted for using the gross-up approach at acquisition (that is, recognition of an allowance for credit losses with a corresponding increase to amortized cost). A loan generally is considered seasoned if it is obtained more than 90 days after origination and the transferee was not involved in the loan’s origination; the guidance provides indicators for assessing involvement and excludes certain assets (such as credit cards, debt securities, and Topic 606 trade receivables) from the purchased seasoned loans category. ASU 2025-08 also clarifies related measurement and interest income guidance for purchased seasoned loans and aligns various Topics (including business combinations, consolidations, and transfers and servicing) with the new model. ASU 2025-08 is

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

effective for all entities for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods, and is applied prospectively to loans acquired on or after the date of initial application; early adoption is permitted in an interim or annual period for which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the effect of adopting ASU 2025-08 on its financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for a Share-Based Payment from a Customer in a Revenue Contract (“ASU 2025-07”). The ASU expands the population of contracts excluded from derivative accounting by excluding contracts whose underlyings are based on operations or activities specific to one of the parties to the contract. In addition, the ASU clarifies that a share-based payment received from a customer as consideration for goods or services should be accounted for under ASC 606’s share-based noncash consideration guidance, and that guidance in other topics should not be applied unless and until the entity’s right to receive or retain the share-based noncash consideration is unconditional under ASC 606. ASU 2025-07 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with earlier adoption permitted. The Company is currently evaluating the effect of adopting ASU 2025-07 on its financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for software costs by removing references to prescriptive project stages and establishing a new recognition threshold. Under ASU 2025-06, entities are required to begin capitalizing internal-use software costs once management has authorized and committed to funding the project and it is probable that the project will be completed and the software will be used as intended. In assessing the probability threshold, entities must evaluate whether significant development uncertainty exists, including unresolved technological innovations or unproven features, or whether significant performance requirements have not been identified or continue to be substantially revised. The amendments also incorporate website development cost guidance into Subtopic 350-40, require property, plant, and equipment disclosures for capitalized internal-use software costs, and eliminate duplicative intangible disclosure requirements. ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods, with early adoption permitted. The Company is currently evaluating the effect of adopting ASU 2025-06 on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclosure of the total amount of selling expenses, and in annual reporting periods. the Company’s definition of selling expenses. ASU 2024-03 is effective for public business entities’ annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting ASU 2024-03 on its disclosures.

In December 2023, the FASB issued ASU 2023‐09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. ASU 2023-09 should be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the effect of adopting ASU 2023-09 on its disclosures for annual reporting for the year ended December 31, 2026.

NOTE 3 – INVESTMENTS

The Company holds investments across three primary categories: marketable securities that represent the interests it is required to retain upon securitizing loans in transactions that are considered sales under GAAP; digital assets, in the form of cryptocurrencies or digital financial assets, held and held as collateral for personal loans; and investments in entities that the Company does not consolidate.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Marketable Securities

The following table summarizes the Company’s marketable securities at March 31, 2026 and December 31, 2025:


	March 31, 2026
	Outstanding Face Amount(A)		Net Fair Value Adjustment		Carrying Value(B)
Marketable securities, at fair value:
Investment grade debt securities(C)	$	231,279	$	683	$	231,962
Below investment grade debt securities(D)	35,075		(524)		34,551
Residual interest securities(E)	32,702		(787)		31,915
Total marketable securities, at fair value	$	299,056	$	(628)	$	298,428

	December 31, 2025
	Outstanding Face Amount(A)		Net Fair Value Adjustment		Carrying Value(B)
Marketable securities, at fair value:
Investment grade debt securities(C)	$	202,358	$	1,500	$	203,858
Below investment grade debt securities(D)	29,648		(521)		29,127
Residual interest securities(E)	40,803		(637)		40,166
Total marketable securities, at fair value	$	272,809	$	342	$	273,151

(A) The total outstanding face amount represents the aggregate face amount of the debt securities outstanding at each period end.

(B) The Company elected the fair value option for marketable securities; therefore, carrying value represents fair value. The total carrying value includes $263.9 million and $231.8 million of debt securities collateralized under repurchase agreements at March 31, 2026 and December 31, 2025, respectively. See Notes 6 and 12 for additional information regarding the retained interest facility and valuation of the Company’s marketable securities, respectively.

(D) Represents debt securities rated below A- by DBRS Morningstar or comparable rating by other rating agencies.

(E) Represents residual interests and non-rated securities in securitizations that are not considered debt securities, including 24 and 20 non-rated securities with aggregate outstanding face amounts of $15.5 million and $20.9 million at March 31, 2026 and December 31, 2025, respectively, and 19 and 15 interest-only securities based upon aggregate outstanding principal amounts of $17.2 million and $19.9 million at March 31, 2026 and December 31, 2025, respectively.

Digital Assets

Digital Assets Held as Collateral

The Company records digital assets and the corresponding liability for digital assets held as collateral at fair value, and the Company does not consider the cost basis to be meaningful. While the collateral is in the Company’s control, the Company has the ability to use the collateral for loan, margin, rehypothecation, or other similar activities to which the Company or its affiliates are a party, however, chooses not to do so without the customer’s consent and such assets are held solely for the purpose of securing the related loans. Digital assets held for collateral are included in “Digital assets” in the Condensed Consolidated Balance Sheets. The Company originates loans collateralized by digital assets and recorded a corresponding $31.1 million and $52.6 million liability at March 31, 2026 and December 31, 2025, respectively, representing the fair value of digital assets owed to the borrower in the event of loan repayment that is included in “Other current liabilities” in the Condensed Consolidated Balance Sheets.

See Note 12 for additional information regarding the valuation of these assets and liabilities.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The following table summarizes the significant digital assets held as collateral at March 31, 2026 and December 31, 2025:


	March 31, 2026			December 31, 2025
	Units	Fair Value		Units	Fair Value
Digital assets held as collateral:
Bitcoin (BTC)	387	26,377		527	$	46,119
Ethereum (ETH)	2,265	4,767		2,173	6,450
Total digital assets held as collateral		$	31,144		$	52,569

The Company engages a third party custodian to hold digital assets as collateral in an account in the Company’s name, and provide custodial services including holding the cryptographic key information and working to protect the digital assets from loss or theft. The Company maintains internal recordkeeping of the digital asset collateral, including the amount and type of digital asset owned by each borrower.

Digital Assets Held

Digital Assets Held at Fair Value

The Company records digital assets held at fair value in both “Digital assets” and “Digital assets, non-current” in the Condensed Consolidated Balance Sheets, depending on the nature of the underlying asset and related restrictions. See Notes 2 and 12 for additional information regarding the classification and valuation of these assets.

The following table summarizes digital assets held at fair value by the Company, and by third-party custodians on behalf of the Company, at March 31, 2026 and December 31, 2025:


	March 31, 2026					December 31, 2025
	Units	Cost Basis		Fair Value		Units	Cost Basis		Fair Value
Digital assets held at fair value:
Solana (SOL)(A)	92,343	$	11,053	$	7,664	87,707	$	10,731	$	10,918
United States Dollar Tether (USDT)	1,044,053	1,044		1,044		958,734	959		959
Kamino Liquidity Pools	Various	23,644		23,645		Various	23,485		23,510
Other digital assets(B)	Various	1,092		900		Various	475		555
Total digital assets held at fair value		$	36,833	$	33,253		$	35,650	$	35,942

(A) Includes 47,698 Solana (“SOL”) at March 31, 2026 that are subject to a lock-up period through January 2028 and unlocked on a monthly basis based on a contractual schedule. The locked tokens are not accessible, are staked, and earn rewards during the lock up period.

(B) Includes various other digital asset balances, none of which individually represented more than 5% of the fair value of total digital assets held at fair value.

Digital Assets Held at Cost

The Company records digital assets held at cost, net of impairment, in “Digital assets” in the Condensed Consolidated Balance Sheets. The following table summarizes digital assets held at cost by the Company, and by third-party custodians on behalf of the Company, at March 31, 2026 and December 31, 2025:


	March 31, 2026					December 31, 2025
	Units	Cost Basis		Carrying Value		Units	Cost Basis		Carrying Value
Digital assets held at cost:
HASH(A)	19,846,262,501	$	11,883	$	11,883	19,873,741,886	$	11,691	$	11,691
Total digital assets held at cost		$	11,883	$	11,883		$	11,691	$	11,691

(A) Represents native utility tokens used by the Company as a medium of exchange (“HASH”), maintained by an affiliated entity. See Note 11 for additional information regarding the related party relationship.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Digital Assets Activity

The following table summarizes activities involving the Company’s digital assets for the three months ended March 31, 2026 and 2025:


	Held as Collateral		Held at Fair Value(A)		Held at Cost
Balance at December 31, 2024	$	64,439	$	19,207	$	1,506
Purchases(B)	—		1,619		—
Sales(C)	—		(2,595)		—
Collateral received(D)	19,280		—		—
Collateral returned(D)	(11,217)		—		—
Gains(E)	—		2,338		—
Distributions from Fund I(F)	—		1,177		—
Change in fair value(G)	(12,660)		(7,782)		—
Balance at March 31, 2025	$	59,842	$	13,964	$	1,506

Balance at December 31, 2025	$	52,569	$	35,942	$	11,691
Purchases(B)	—		825		901
Sales(C)	—		(32)		(709)
Collateral received(D)	11,491		—		—
Collateral returned(D)	(21,326)		—		—
Gains(E)	—		274		—
Distributions from Fund I(F)	—		374		—
Change in fair value(G)	(11,590)		(4,130)		—
Balance at March 31, 2026	$	31,144	$	33,253	$	11,883

(A) Period activity for the three months ended March 31, 2025 has been recast to reflect the reclassification of payment stablecoins from “Digital assets” to “Cash and cash equivalents”. This change resulted in a $(0.4) million change to Purchases activity and a $0.3 million change to Sales activity for the three months ended March 31, 2025. See Note 2, Change in Accounting Principle, for further details.

(B) Includes receipts of digital assets held resulting from the disbursement of cash.

(C) Includes transactions related to the settlement and transfer of digital assets held in exchange for the receipt of cash.

(D) Collateral received and returned includes movements impacting digital assets held as collateral associated with borrower personal loan activities which can include receipt of digital assets held as collateral related to loan originations, combined loan to value maintenance, and returns of collateral owed to the borrower once a loan has been repaid.

(E) Includes realized gains incurred on the sale of digital assets held for sale, and the recognition of income associated to blockchain staking rewards which are reflected in “Other expense, net” in the Condensed Consolidated Statements of Operations. No realized gains were recorded for digital assets held as collateral, as the liquidation of collateral reduces the corresponding liability and cash proceeds are applied to the borrower’s personal loan balance.

(F) Represents distributions of digital assets received from SOL Opportunity Fund L.P. (“Domestic Solana Fund”), a domestic fund that invests primarily in SOL.

(G) There is a corresponding liability to return digital assets held as collateral that is an embedded derivative. The embedded derivative and the host contract are reported within “Other current liabilities” on the Condensed Consolidated Balance Sheets. The change in the fair value of the embedded derivative and the change in the digital assets held as collateral have a naturally offsetting relationship and are recorded within “Other expense, net” on the Condensed Consolidated Statements of Operations.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Equity Investments

The Company holds the following minority investments in certain entities not considered significant to the Company and recorded within “Other non-current assets” in the Condensed Consolidated Balance Sheets, with the Company’s share of net income of equity-method investees recorded as “Other revenue” in the Condensed Consolidated Statements of Operations. The following table presents the carrying value of these investments at March 31, 2026 and December 31, 2025:


	March 31, 2026				December 31, 2025
	Equity Interest		Investment		Investment
Equity method investees:
Domestic Solana Fund	4.8	%	$	1,252	$	2,104
Reflow Services, LLC	17.3	%	50		800
Fig SIX Mortgage, LLC	5.0	%	2,477		2,477
Evergreen Funds(A)	(A)		9,753		—
Total equity method investments			13,532		5,381
Measurement alternative investments			2,419		1,419
Total equity investments			$	15,951	$	6,800

(A) The Evergreen Funds represent the Company’s 33.3% and 55% interest in VS Evergreen Fund GP LLC and VS Evergreen Financing Fund LP, respectively. The Company does not consolidate the Evergreen Funds as the Company is not the primary beneficiary.

The following table summarizes activities involving the Company’s equity investments:


	Equity Method Investments		Measurement Alternative Investments		Total
Balance at December 31, 2024	$	6,668	$	1,542	$	8,210
Share of investee earnings	(2,180)		—		(2,180)
Dividends received	(1,801)		—		(1,801)
Contributions	58		—		58
Measurement alternative adjustments	n.a.		—		—


Balance at March 31, 2025	$	2,745	$	1,542	$	4,287

Balance at December 31, 2025	$	5,381	$	1,419	$	6,800
Share of investee earnings	(417)		—		(417)
Dividends received	(1,184)		—		(1,184)
Contributions	9,752		1,000		10,752
Measurement alternative adjustments	n.a.		—		—


Balance at March 31, 2026	$	13,532	$	2,419	$	15,951

NOTE 4 – SERVICING

The following table summarizes the Company’s servicing assets at March 31, 2026 and December 31, 2025:


	March 31, 2026					December 31, 2025
	UPB of Underlying Loans		Loan Count	Carrying Value(A)		UPB of Underlying Loans		Loan Count(B)	Carrying Value(A)
HELOC loans	$	14,413,966	191,280	$	123,964	$	12,783,215	172,540	$	111,211
Mortgage loans	145,060		265	1,967		147,268		270	1,853
Total servicing assets	$	14,559,026	191,545	$	125,931	$	12,930,483	172,810	$	113,064

(A) The Company records loan servicing assets at fair value. The total carrying value includes $61.9 million and $63.8 million of collateralized loan servicing rights at March 31, 2026 and December 31, 2025, respectively. See Notes 6 and 12 for additional information regarding the mortgage service right (“MSR”) financing arrangement and valuation of the Company’s servicing rights, respectively.

(B) The loan count for HELOC loans was incorrectly presented in thousands, instead of ones, at December 31, 2025, and has been corrected to be properly presented in ones.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The following table presents a rollforward of the Company’s servicing assets for the three months ended March 31, 2026 and 2025:


Balance at December 31, 2024	$	88,497
Change in fair value due to:
Additions(A)	10,269
Realization of cash flows(B)	(5,240)
Change in valuation inputs and assumptions	(4,703)
Total impact of change to fair value	326
Balance at March 31, 2025	$	88,823

Balance at December 31, 2025	$	113,064
Change in fair value due to:
Additions(A)	20,352
Realization of cash flows(B)	(8,669)
Change in valuation inputs and assumptions	1,184
Total impact of change to fair value	12,867
Balance at March 31, 2026	$	125,931

(A) Represents the fair value of servicing rights retained upon sale of originated and purchased loans.

(B) Based on the paydown of the underlying loans.

The following table summarizes the geographic concentration of the loans underlying the servicing rights at March 31, 2026 and December 31, 2025:


	March 31, 2026				December 31, 2025
State	Amount Outstanding(A)		% of Total		Amount Outstanding(A)		% of Total
California	$	3,603,059	24.7	%	$	3,239,619	25.1	%
Florida	1,736,919		11.9		1,553,217		12.0
Arizona	700,695		4.8		634,623		4.9
Georgia	644,475		4.4		579,494		4.5
Washington	528,940		3.6		490,630		3.8
New Jersey	512,202		3.5		455,704		3.5
Ohio	475,199		3.3		414,065		3.2
Virginia	472,959		3.2		413,862		3.2
North Carolina	393,825		2.7		358,185		2.8
Colorado	371,633		2.6		338,515		2.6
Other (B)	5,119,120		35.3		4,452,569		34.4
Total	$	14,559,026	100.0	%	$	12,930,483	100.0	%

(A) Represents the principal balance of loans that the Company services.

(B) The Company did not service loans in any state or U.S. territory contained in “Other” aggregating to more than 5% of the total amount outstanding of the loans that the Company services.

As part of its servicing operations, the Company held principal, interest, and other borrower payments of $434.5 million and $364.9 million at March 31, 2026 and December 31, 2025, respectively, due to third-party loan buyers recorded as “Payables to third-party loan owners” in the Condensed Consolidated Balance Sheets. The Company makes payments on these arrangements by remitting amounts due from proceeds received from borrower payments on the underlying loans. Additionally, the Company has outstanding liability obligations to repurchase loans that are in early payment default status. At March 31, 2026 and December 31, 2025, the total obligation to repurchase loans associated with contractual arrangements was $16.8 million and $17.7 million, respectively, recorded in “Payables to third-party loan owners” in the Condensed Consolidated Balance Sheets.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

NOTE 5 – LOANS

The Company records loans at fair value, therefore carrying value represents fair value; see Note 12 for additional information regarding the valuation of loans.

The following table summarizes loans held by the Company at March 31, 2026 and December 31, 2025:


	March 31, 2026				December 31, 2025
	UPB		Carrying Value		UPB		Carrying Value
Loans held for sale:
HELOC loans(A)	$	426,137	$	437,577	$	312,401	$	320,566
Personal loans(B)	57,907		57,670		79,350		79,113
Other(C)	8,681		8,653		4,724		4,658
Total loans held for sale	$	492,725	$	503,900	$	396,475	$	404,337

(A) The total carrying value of HELOC loans includes $15.7 million and $21.7 million of collateralized HELOCs under repurchase agreements at March 31, 2026 and December 31, 2025, respectively, which are not for sale while collateralized. See Notes 6 and 12 for additional information regarding funding debt outstanding and valuation of the Company’s loans at fair value, respectively.

(B) Loans collateralized by digital assets.

Loans are generally placed on non-accrual status when principal or interest is 90 days or more past due. The Company does not consider the average carrying values and interest income recognized (including interest income recognized using a cash-basis method) material for non-accrual loans. The Company placed loans held for sale with an aggregate UPB of $14.0 million and $2.4 million and fair value of $9.6 million and $1.6 million on non-accrual status at March 31, 2026 and December 31, 2025, respectively.

The Company did not hold any loans for investment at March 31, 2026 or December 31, 2025.

The following table summarizes the past due status and difference between the aggregate UPB and the aggregate carrying value of loans held by the Company at March 31, 2026 and December 31, 2025.


	March 31, 2026						December 31, 2025
Payment Delinquency	UPB		Carrying Value		Carrying Value Over (Under) UPB		UPB		Carrying Value		Carrying Value Over (Under) UPB
Loans held for sale:
Current	$	460,163	$	471,977	$	11,814	$	374,842	$	383,602	$	8,760
30 to 59 days	10,724		10,711		(13)		2,308		2,229		(79)
60 to 89 days	2,285		2,208		(77)		4,193		4,030		(163)
90 days or more	19,207		18,649		(558)		14,387		13,717		(670)
Forbearance	346		355		9		745		759		14
Total loans held for sale	$	492,725	$	503,900	$	11,175	$	396,475	$	404,337	$	7,862

Table of Contents

FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The following table summarizes the Company’s loan activity for the three months ended March 31, 2026 and 2025:


	Loans Held for Sale
Balance at December 31, 2024	$	395,922
Purchases	516,863
Originations	680,350
Sales, net of repurchases	(974,207)
Principal payments	(95,990)
Change in fair value(A)	6,168
Loans not yet repurchased	1,419
Balance at March 31, 2025	$	530,525

Balance at December 31, 2025	$	404,337
Purchases	1,027,603
Originations	1,204,129
Sales, net of repurchases	(1,944,326)
Principal payments	(191,230)
Change in fair value(A)	4,299
Loans not yet repurchased	(912)
Balance at March 31, 2026	$	503,900

(A) Change in fair value of loans are reflected in “Gain on sale of loans, net” in the Condensed Consolidated Statements of Operations.

The top five loan originators for the three months ended March 31, 2026 and 2025 originated $793.5 million and $387.1 million unpaid principal balance of loans, or 77.8% and 73.9%, of total unpaid principal balance of loans purchased by the Company, whose “Gain on sale of loans, net” revenue represent 15.3% and 15.0% of total revenue, respectively.

The top five loan purchasers for the three months ended March 31, 2026 and 2025 purchased $1.7 billion and $516.2 million unpaid principal balance of loans, or 51.6% and 73.6%, of total unpaid principal balance of loans sold by the Company, excluding zero and $73.5 million unpaid principal balance securitized, whose “Gain on sale of loans, net” revenue represent 27.1% and 17.8% of total revenue, respectively.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

NOTE 6 – DEBT

The following table summarizes the Company’s debt components:


	March 31, 2026								December 31, 2025
	Carrying Value		Facility Inception Date	Final Stated Maturity(A)	Weighted Average Funding Cost		Collateral Carrying Value		Carrying Value
Debt carried at cost:
Funding debt:
Warehouse Facility 1(B)	$	2,482	November 2022	May 2026	5.9	%	$	3,128	$	2,904
Warehouse Facility 2(C)	441		February 2023	January 2027	6.7		2,065		7,039
Warehouse Facility 3(D)	—		October 2023	n.a.	—		—		—
REIT Warehouse(E)	—		October 2024	December 2026	7.2		—		750
Warehouse Facility 4(F)	—		May 2024	May 2026	—		—		—
Warehouse Facility 5(G)	973		April 2025	April 2026	9.0		1,223		1,700
Warehouse Facility 6(H)	10,349		July 2025	June 2027	6.0		9,287		6,063
Digital Asset Loan Facility(I)	598		April 2025	October 2026	26.8		28		3,097
	14,843								21,553

MSR financing:
Lender 1(J)	40,000		June 2024	June 2026	16.9		61,859		40,000

Financed retained interests:
Retained Interest Facility(K)	263,796		April 2023	Various(L)	6.3		263,935		231,633

Total debt carried at cost, gross	318,639								293,186

Unamortized deferred financing costs(M)	(2,500)								(2,603)
Total debt carried at cost, net	316,139								290,583

Debt at fair value:
FCC(N)	125,496								76,110
Democratized Prime YLDS(O)	49,093								24,409
	174,589								100,519

Debt at fair value to related parties:
FCC - related parties(N)	73,623								2,050
Democratized Prime YLDS - related parties(O)	302,903								164,085
	376,526								166,135

Total debt carried at fair value	551,115								266,654

Total debt	$	867,254							$	557,237

(A) Debt obligations with a stated maturity through the date of issuance of the Condensed Consolidated Financial Statements were refinanced, extended or repaid.

(B) Warehouse Facility 1 bears interest at Secured Financing Overnight Rate (“SOFR”) plus a spread of 2.25% at March 31, 2026.

(C) Warehouse Facility 2 bears variable interest at SOFR plus a spread between 2.15% and 5.50% at March 31, 2026. A portion of the facility is also subject to a 0.5% non-use fee.

(D) Warehouse Facility 3 is an advance facility in which the lender earns carry on collateral in the facility.

(E) Real Estate Investment Trust ("REIT") Warehouse was the warehouse for Figure REIT, Inc. As of March 27, 2026, Figure REIT, Inc. merged with and into VS Evergreen Acquisition Co. L.P.. As a result of the merger, Figure REIT, Inc. is no longer controlled nor consolidated by FTS. See Note 7, “Noncontrolling Interests in Consolidated Subsidiaries”, for further discussion on the merger.

(F) Warehouse Facility 4 bears interest at SOFR, plus a spread of 3.5% at March 31, 2026. The facility also carries a 0.5% exit fee on all loans repurchased from the facility.

(G) Warehouse Facility 5 bears interest at SOFR, plus a spread of 2.35%.

(H) Warehouse Facility 6 bears interest at SOFR, subject to a 2.0% floor, plus a spread of 1.75%.

(I) The Digital Asset Loan Facility bears interest at a rate of 13.5%.

(J) The MSR Note bears interest at 16.5% per annum and secured by eligible servicing assets, which include servicing fees related to loan servicing rights owned by, or delegated to, the Company.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

(K) Under the Retained Interest Facility, the interest accrued on the securities and beneficial interests is payable to the lender during the period the loans are held plus a spread between 0.50% and 0.55%, depending on the tranche to which the Company pledges collateral.

(L) The maturities of financed retained interests align with the terms of the underlying securities. The financed retained interest have maturity dates through March 2056.

(M) During the three months ended March 31, 2026 and 2025, the Company amortized $0.4 million, and $0.3 million, respectively, of deferred financing costs.

(N) Interest accrues at a rate of SOFR less 35 basis points based on the face-amount certificates issued by FCC. Certificates mature 20 years from the issue date, but may be surrendered at any time by the holder at face amount, plus accrued interest minus any applicable expenses or fees.

(O) Interest is accrued at an hourly rate that is agreed upon through a Dutch auction process; during the three months ended March 31, 2026, the average interest rate was 8.1%. YLDS can be redeemed by the holder at face amount, plus accrued interest minus any applicable expenses or fees on demand.

Maturities

Contractual maturities of recourse and nonrecourse debt obligations at March 31, 2026, are as follows:


Years Ending December 31,	Recourse		Nonrecourse		Total
2026	$	42,482	$	1,571	$	44,053
2027	10,790		—		10,790
2028	—		—		—
2029	—		—		—
2030	—		—		—
Thereafter	—		263,796		263,796
	$	53,272	$	265,367	$	318,639

Borrowing Capacity

The following table represents borrowing capacity of committed debt facilities that have not matured at March 31, 2026:


	March 31, 2026
	Borrowing Capacity		Balance Outstanding		Available Financing
Funding Debt:
Warehouse Facility 1	$	150,000	$	2,482	$	147,518
Warehouse Facility 2	335,300		441		334,859
Warehouse Facility 4	250,000		—		250,000
Warehouse Facility 5	300,000		973		299,027
Warehouse Facility 6	300,000		10,349		289,651
Digital Asset Loan Facility	30,000		598		29,402

MSR financing:
Lender 1	40,000		40,000		—

Financed retained interests:
Retained Interest Facility	500,000		263,796		236,204
	$	1,905,300	$	318,639	$	1,586,661

Certain debt obligations are subject to customary loan covenants, such as minimum tangible net worth, minimum liquidity, maximum leverage ratios, required range of net income or loss during specified periods, periodic financial reporting requirements, and event of default provisions, including event of default provisions triggered by certain specified declines in the Company’s equity or a failure to maintain a specified tangible net worth, liquidity, or indebtedness to tangible net worth ratio. The Company was in compliance with all of its debt covenants at March 31, 2026.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Facilities

The following summarizes the debt facilities that the Company entered into or amended during the three months ended March 31, 2026 and the year ended December 31, 2025:

Warehouse Facility 1

In May 2025, the Company and its lender amended Warehouse Facility 1 to reduce the borrowing capacity to $150.0 million, expand eligible collateral types, and reduce certain funding costs. The amended facility has an initial maturity date of May 2026, and borrowings under the facility bear interest at a rate of SOFR plus a spread of 2.25%.

Warehouse Facility 2

In January 2026, the Company and its lender amended Warehouse Facility 2 to extend the facility maturity date to January 2027, and add a facility sub-limit of $50.0 million for certain loan products. No other terms of the facility were amended.

REIT Warehouse

In August 2025, the Company amended the REIT Warehouse to increase the borrowing limit to $200.0 million, extend the maturity date to December 2026, and add an exit fee of 0.15% that is not to exceed $0.5 million in any calendar year. It also amended the interest rate to be SOFR plus a spread of (i) if the average daily aggregate outstanding purchase price for all purchased mortgage loans subject to outstanding transactions during such pricing rate period is greater than or equal to $100.0 million, 3.00% or (ii) if the average daily aggregate outstanding purchase price for all purchased mortgage loans subject to outstanding transactions during such pricing rate period is less than $100.0 million, 3.50%.

The REIT Warehouse was the warehouse for Figure REIT, Inc. As of March 27, 2026, Figure REIT, Inc. merged with and into VS Evergreen Acquisition Co. L.P. As a result of the merger, Figure REIT, Inc. is no longer controlled nor consolidated by FTS. See Note 7, “Noncontrolling Interests in Consolidated Subsidiaries”, for further discussion on the merger.

Warehouse Facility 5

In April 2025, the Company entered into a master repurchase agreement with a major banking institution that contains customary debt covenants, a borrowing capacity of $300.0 million, including $1.0 million in committed capacity, and an initial maturity date in April 2026, with the option to renew at maturity. Borrowings under the facility bear interest at a rate of SOFR plus 2.35%.

Warehouse Facility 6

In June 2025, the Company executed a master repurchase agreement with a major banking institution that had a facility limit up to $100.0 million, with the option to temporarily upsize to $200.0 million and has an initial maturity date in June 2027 with the option to renew at maturity. Borrowings under the facility bear interest at a rate of SOFR, subject to a floor of 2.0%, plus 1.75% that results in a minimum rate of 3.75%.

In July 2025, the Company amended Warehouse Facility 6 to permanently increase the facility limit to $200.0 million. In December 2025, the Company amended Warehouse Facility 6 to increase the facility limit to $300.0 million.

Digital Asset Loan Facility

In April 2025, the Company executed a master participation agreement with an asset management firm that allows the Company to grant 100% participation interest for digital asset backed loans it owns. The $30.0 million facility, with the ability to increase to a maximum facility size of $50.0 million, matures in October 2026, bears interest at a rate of 13.5%, and has a purchase period through April 2026.

Retained Interest Facility

The Company amended the Retained Interest Facility to increase the borrowing limit from $250.0 million to $500.0 million, effective as of October 2025.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

FCC

At March 31, 2026, FCC had $125.5 million and $73.6 million outstanding face-amount certificates to third parties and related parties, respectively, redeemable upon redemption of YLDS. At December 31, 2025, there were $76.1 million and $2.1 million outstanding face-amount certificates to third parties and related parties, respectively. The certificates entitle the certificate owner to receive, at certificate maturity, a stated amount of money, interest, or credits declared from time to time by FCC, at its discretion. The certificates issued by FCC are not insured by any government agency or other entity.

Democratized Prime YLDS

At March 31, 2026, FCC had $49.1 million and $302.9 million outstanding face-amount certificates to third parties and related parties, respectively, redeemable upon redemption of YLDS. At December 31, 2025, there were $24.4 million and $164.1 million outstanding face-amount certificates to third parties and related parties, respectively. Democratized Prime YLDS represents liabilities where parties have lent YLDS to the Company through the Democratized Prime platform. The Company pays interest based on a rate agreed upon through a Dutch auction process defined within the pool and can be redeemed each hour for YLDS. The YLDS are collateralized by pools of HELOC loans and are not insured by any government agency or other entity.

NOTE 7 – EQUITY

The following table summarizes the Company’s equity instruments at March 31, 2026 and December 31, 2025:


	March 31, 2026
	Authorized Shares(A)	Issued and Outstanding Shares	Potential Common Shares(B)
			Options	RSUs
Class A Common Stock, $0.0001 par value per share	1,000,000,000	180,812,863	24,253,561	5,429,391
Class B Commons Stock, $0.0001 par value per share	200,000,000	37,893,047	7,760,846	4,934,786
Blockchain Common Stock, $0.0001 par value per share	500,000,000	687,920	—	—
Preferred Stock, $0.0001 par value per share	100,000,000	—	—	—
Total	1,800,000,000	219,393,830	32,014,407	10,364,177


	December 31, 2025
	Authorized Shares(A)	Issued and Outstanding Shares	Potential Common Shares(B)
			Warrants	Options	RSUs
Class A Common Stock, $0.0001 par value per share	1,000,000,000	178,485,407	183,333	25,741,803	4,974,764
Class B Commons Stock, $0.0001 par value per share	200,000,000	37,893,047	—	7,760,846	5,134,845
Blockchain Common Stock, $0.0001 par value per share	500,000,000	—	—	—	—
Preferred Stock, $0.0001 par value per share	100,000,000	—	—	—	—
Total	1,800,000,000	216,378,454	183,333	33,502,649	10,109,609

(A) As authorized by the Company’s Charter. The holders of Class A common stock and Blockchain common stock are entitled to one vote for each share of common stock held. The holders of Class B common stock are entitled to ten votes for each share of common stock held.

(B) Includes the equity instruments of the 2018 Equity Incentive Plan, the 2024 Equity Incentive Plan, and the 2025 Incentive Award Plan.

Warrants

In March 2024, the Company issued warrants to purchase up to 411,219, 411,219, and 1,644,881 Series E convertible preferred shares to an existing convertible preferred shareholder in exchange for a software license, one year of software development services, and up to two years of other services, respectively, for a total of 2,467,319 shares at an exercise price of $3.23 per share. All of the warrants have been earned and exercised as of March 31, 2026 into Class A common stock.

During the three months ended March 31, 2025, the Company recognized equity-based expense within “Technology and product development” in the Condensed Consolidated Statements of Operations of $2.9 million related to the warrants. There was zero equity-based expense for warrants for the three months ended March 31, 2026.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Equity-Based Compensation

The Company grants equity-based compensation in the form of options and RSUs for its officers, employees, and other service providers under the terms of the applicable equity incentive plans for the purpose of providing incentives and rewards for service or performance that align the interest of grantees with the long-term growth and profitability of the Company. The Company grants RSUs to employees and members of the board which vest subject to either (i) continued service, or (ii) continued service and a market condition tied to the Company’s share price over defined performance periods. The Company only granted RSUs which vest solely subject to continued service during the three months ended March 31, 2026.

The Company records stock-based compensation for service-based RSUs on a straight-line basis over the requisite service period, which is generally the vesting period. The Company recognizes expense only for the stock-based awards that ultimately vest, and accounts for forfeitures of stock-based awards as those forfeitures occur. The following table presents the amount of stock-based compensation expense related to equity-based compensation recognized in the Condensed Consolidated Statements of Operations:


	Three Months Ended March 31,
	2026		2025
General and administrative	$	23,474	$	1,726
Technology and product development(A)	1,841		3,459
Operations and processing	152		77
Sales and marketing	411		79
Total equity-based compensation expense	$	25,878	$	5,341

(A) Technology and product development has been corrected to include $2.9 million of equity-based expense for warrants for the three months ended March 31, 2025. There is zero equity-based expense for warrants for the three months ended March 31, 2026.

Equity Incentive Plans

2018 Equity Incentive Plan

In 2018, the Company adopted the 2018 Equity Incentive Plan (as amended and/or restated, the “2018 Plan”) that authorized the Company to grant awards of up to 52,346,283 shares of common stock of FTS to FTS’ employees, non-employees, officers, and directors in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and RSUs. Each award outstanding under the 2018 Plan continues to be governed by the terms and conditions of the 2018 Plan. In connection with the IPO, the 2018 Plan awards were amended to cover shares of Class A common stock (or, if determined by the plan administrator, Class B common stock). As of December 31, 2025 the Company had granted awards equivalent to 56,462,313 shares of common stock, gross of forfeited and cancelled shares that could be recycled back into authorized shares under the 2018 Plan. In connection with the IPO, the Company froze the 2018 Plan and no new awards will be granted under the 2018 Plan.

2024 Equity Incentive Plan

In 2024, FMH adopted the 2024 Equity Incentive Plan (as amended and/or restated, the “2024 Plan”) that authorized FMH to grant awards of up to 4,635,234 shares of common stock of FMH to FMH employees, non-employees, officers, and directors in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and RSUs. As part of the Recombination, the Company assumed the 2024 Plan and all options outstanding thereunder as of the Recombination Date, and such outstanding options were converted to options of FTS. As of December 31, 2025 the Company had granted option awards equivalent to 3,172,306 shares of common stock, gross of forfeited and cancelled awards under the 2024 Plan. There were no RSUs granted under the 2024 Plan. In connection with the IPO, the Company froze the 2024 Plan and no new awards will be granted under it.

2025 Incentive Award Plan

As part of the IPO, the Company adopted the 2025 Incentive Award Plan (as amended and/or restated, the “2025 Plan”) in order to facilitate the grant of equity incentives to directors, employees (including named officers), and consultants of the Company. The 2025 Plan authorizes the issuance of 22,985,926 of Class A or Class B common stock of FTS, subject to an automatic increase on January 1 of each calendar year from January 1, 2026 through and including January 1, 2035, by a number of shares equal to the lesser of (i) 5% of the total shares of the aggregate number of shares of Class A common

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

stock and Class B common stock outstanding (on an as-converted basis) as of the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the board. Awards under the 2025 Plan may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs, stock payments, and other incentive awards and cash awards. As of March 31, 2026, the Company had granted awards equivalent to 1,979,036 and 8,535,845 shares of Class A and Class B common stock, respectively, and as of December 31, 2025 1,017,792 and 8,535,845 shares of Class A and Class B common stock, respectively, gross of forfeited and delivered awards under the 2025 Plan.

2025 Employee Stock Purchase Plan (“ESPP”)

In connection with the IPO, the Company adopted the ESPP under which eligible employees may purchase shares of Class A common stock of FTS, up to a maximum percentage of their eligible compensation (which shall be 20% unless otherwise specified in an applicable offering document), subject to certain IRS and share purchase limitations, at 85% of the lower of the closing price (fair market value) of a share of FTS on the first day of the offering period or the purchase date, whichever is lower. As of March 31, 2026, there have been no offering periods under the ESPP program.

The maximum aggregate number of shares that may be subject to awards and sold under the ESPP is 2,133,961 shares, subject to an automatic annual increase on the first day of each calendar year beginning in 2026 and ending on and including January 1, 2035 in an amount equal to the lesser of (i) one percent (1%) of the aggregate number of shares of Class A common stock and Class B common stock of FTS outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as determined by the Board.

Unrecognized Compensation Expense

At March 31, 2026, the Company has not yet recognized compensation expense for the following awards:


Vesting Condition	Weighted Average Recognition Period (Years)	Shares		Unrecognized Compensation Expense
		Options	RSUs	Total	Options		RSUs
Time-based(A)	3.4	8,438,209	4,505,985	12,944,194	$	55,465	$	125,153
Multiple(A)(B)	1.1	—	5,926,680	5,926,680	—		40,359
Total		8,438,209	10,432,665	18,870,874	$	55,465	$	165,512

(A) Awards typically vest over a period of 1 to 4 years and awards generally have a one year cliff vesting feature with quarterly vesting thereafter.

(B) Awards include a service period vesting condition as well as market based and liquidity-based vesting conditions. The liquidity event for awards which have that feature has been satisfied in connection with the IPO.

Share Repurchase Program

On February 25, 2026, the Company’s Board of Directors authorized a program under which the Company may repurchase up to $200 million of its Class A common stock and Blockchain common stock over the next 12 months subject to market conditions, contractual restrictions and other factors (the “Share Repurchase Program”).

Repurchases under the Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, accelerated share repurchase transactions, or by other means in accordance with applicable securities laws and regulations. The timing, number of shares repurchased, and prices paid will depend on market conditions, share price, trading volume, corporate considerations, and other factors. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company also treats shares of common stock withheld for tax purposes on behalf of employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are considered common stock repurchases under our authorized common stock repurchase program. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

The Share Repurchase Program does not obligate the Company to acquire any particular amount of stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

The Company did not repurchase any stock under the Share Repurchase Program during the three months ended March 31, 2026.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Noncontrolling Interests in Consolidated Subsidiaries

The following amounts relate to equity interests held by third-party investors in a real estate investment trust subsidiary, Figure REIT, Inc. (“Figure REIT”) and the Figure Markets Offshore Opportunity Investment Fund L.P. (“Offshore Solana Fund”) both of which the Company consolidates, but does not wholly-own.

On March 27, 2026, Figure REIT merged with and into the VS Evergreen Acquisition Co. L.P., a subsidiary of VS Evergreen Financing Fund LP. The surviving entity is VS Evergreen Acquisition Co. L.P., a Delaware limited partnership ("Evergreen"). The Company redeemed all issued and outstanding shares of the 12.0% Series A Redeemable Cumulative Preferred Stock for $1,019 per share and the shares are considered cancelled and no longer outstanding. Each outstanding share of the Company’s voting and non-voting common stock held by Figure REIT stockholders immediately prior to the effective time was converted on a one-for-one basis into Evergreen fund units. As a result of the merger, Figure REIT is no longer controlled by FTS, as FTS’s ownership interests have moved into VS Evergreen Financing Fund LP and FTS is not the primary beneficiary of VS Evergreen Financing Fund LP. The Company did not recognize a gain or loss on the transaction, and the Company’s new investment in the Evergreen Funds is disclosed in Note 3, “Equity Investments”.

The noncontrolling interests included in net income (loss) are computed as follows:


	Three Months Ended March 31,
	2026						2025
	Net Income (Loss)		Non-controlling Interest as a % of Total(A)		Non-controlling Interest in Income of Consolidated Subsidiaries(B)		Net Income (Loss)		Non-controlling Interest as a % of Total(A)		Non-controlling Interest in Income of Consolidated Subsidiaries(B)
Figure REIT	$	353	45.0	%	$	159	$	874	44.6	%	$	390
Offshore Solana Fund	(2,024)		2.8		(57)		(6,536)		2.8		(183)
Total	$	(1,671)			$	102	$	(5,662)			$	207

(A) Represents the weighted average percentage of total noncontrolling shareholders’ net income (loss) in consolidated subsidiaries throughout the period, which may not agree to the percentages as calculated based on the ending balances presented above.

(B) Balances may not cross-foot due to rounding for presentation purposes in the Noncontrolling Interest as a Percent of Total shown.

The noncontrolling interests in the equity of consolidated subsidiaries are computed as follows:


	March 31, 2026						December 31, 2025
	Total Consolidated Equity		Non-controlling Ownership Interest as a Percent of Total		Non-controlling Interest in Equity of Consolidated Subsidiaries		Total Consolidated Equity		Non-controlling Ownership Interest as a Percent of Total		Non-controlling Interest in Equity of Consolidated Subsidiaries
Figure REIT	$	—	—	%	$	—	$	18,217	45.0	%	$	8,178
Offshore Solana Fund	(41)		2.8		(1)		6,602		2.8		186
Total	$	(41)			$	(1)	$	24,819			$	8,364

NOTE 8 - NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities.

Diluted net income (loss) per share reflects the dilutive effect of potential common shares from share-based awards, warrants and convertible preferred stock. The treasury stock method is used to calculate the dilutive effect of outstanding share-based awards and warrants, which assumes the proceeds upon vesting or exercise would be used to purchase common stock at the average price for the period.

Net income (loss) per share is computed using the two-class method which is required for multiple classes of common stock and participating securities. In historical periods where the Company had outstanding convertible preferred stock, net income (loss) attributable to FTS is first allocated to the convertible preferred stock based on their dividend preference. Any remaining net income (loss) attributable to FTS is then allocated to common stockholders and preferred stockholders using the if-converted method. All preferred stock was convertible on a 1:1 basis to common stock.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The rights, including the liquidation and dividend rights and sharing of losses, of the Class A common stock, Blockchain common stock, and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of profits are identical, the undistributed earnings are allocated on a proportionate basis for those classes and the resulting net income (loss) per share will, therefore, be the same for Class A common stock, Blockchain common stock, and Class B common stock on an individual or combined basis, and they have been combined as common shares below.

The following table sets forth the calculation of basic and diluted net income (loss) per common share for the periods presented:


	Three months ended March 31,
	2026		2025
Numerator:
Net income (loss) attributable to FTS	$	44,945	$	(820)
Less: Undistributed earnings attributable to convertible preferred stockholders	—		—
Net income (loss) attributable to common stockholders, basic and diluted	$	44,945	$	(820)

Denominator:
Basic weighted average common shares attributable to FTS	217,277,605		69,398,649
Add: effect of dilutive securities related to share-based payment awards (A)	31,552,067		—
Diluted weighted average common shares attributable to FTS	248,829,672		69,398,649

Net income (loss) per common share attributable to FTS, basic	$	0.21	$	(0.01)
Net income (loss) per common share attributable to FTS, diluted	$	0.18	$	(0.01)

(A) The dilutive impact of share-based payment awards and warrants for the three months ended March 31, 2026, comprised of 25,815,326 shares related to stock options and 5,736,741 related to unvested RSUs, respectively. As the three months ended March 31, 2025 resulted in a net loss position, 16,228,153 potentially dilutive shares outstanding in connection with share based-payment awards were excluded from the computation of diluted net income (loss) per common share as the effect would have been anti-dilutive.

NOTE 9 – VARIABLE INTEREST ENTITIES

Consolidated VIEs

The Company consolidates VIEs in which the Company is deemed to have both the power to direct the most significant activities of the entities and the right to receive benefits, or the obligation to absorb losses, that could potentially be significant to the entities.

The following table presents the carrying value and classification of the assets and liabilities of VIEs consolidated within the Condensed Consolidated Balance Sheets, after elimination of intercompany balances:


	March 31, 2026				December 31, 2025
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
Offshore Solana Fund	$	3,963	$	1	$	44,760	$	—
Figure REIT(B)	—		—		20,789		1,847
Figure Certificate Company	601,847		601,555		329,921		329,219
Total	$	605,810	$	601,556	$	395,470	$	331,066

(A) As of March 27, 2026, Figure REIT, Inc. merged with and into VS Evergreen Acquisition Co. L.P.. As a result of the merger, Figure REIT, Inc. is no longer controlled nor consolidated by FTS. See Note 7, “Noncontrolling Interests in Consolidated Subsidiaries”, for further discussion on the merger.

Additionally, the Company has wholly-owned consolidated VIEs that are formed to acquire, receive, participate, hold, release and dispose of participation interests for the Company’s warehouse facilities. The Company is the primary

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

beneficiary of these VIEs, and retains the risks and benefits associated with the assets and liabilities transferred to the VIEs. See Note 6 for further discussion of the Company’s warehouse facilities.

Offshore Solana Fund

The Offshore Solana Fund was initially a wholly-owned subsidiary of the Company. In July 2024, the Company sold 2.8% of the Offshore Solana Fund limited partnership interests to unrelated third parties. As of March 31, 2026, the Company holds a 97.2% interest in the Offshore Solana Fund. Through its ownership of the general partner, the Company has the power to direct the activities that most significantly impact the economic performance of the Offshore Solana Fund and the Company has an obligation to absorb losses or receive returns of the Offshore Solana Fund. Third-party limited partners in the Offshore Solana Fund hold a ratable interest in the fair value of the Offshore Solana Fund’s net assets, and the Company presents such noncontrolling interests at fair value in the Condensed Consolidated Balance Sheets and reflects changes thereon in the Condensed Consolidated Statements of Operations.

See Note 7 for further discussion of noncontrolling interests in the Offshore Solana Fund.

Figure Certificate Company

FCC is a face-amount certificate company registered with the SEC and is a wholly-owned subsidiary of the Company. The Company holds all voting rights in FCC and it directs the activities that most significantly impact the economic performance of FCC.

Non-Consolidated VIEs

While the Company continues to be involved with securitizations considered VIEs in its role as the sponsor and the servicer of securitization transactions, the Company has determined that it is not the primary beneficiary of these entities and therefore does not consolidate these securitizations. These entities are established as grantor trusts for various securitization transactions. The activities that most significantly impact the economic performance of the VIE include servicing activities with respect to delinquent and defaulted loans, determined by a third-party special servicer that the Company may not remove without cause. Assets transferred into each securitization trust are legally isolated from the creditors of the Company, not available to satisfy obligations of the Company, and can only be used to settle obligations of the underlying trust in exchange for debt securities and beneficial interests sold.

The following table summarizes the aggregate risk characteristics of the unconsolidated VIEs and the Company’s maximum exposure to loss at March 31, 2026 and December 31, 2025:


	March 31, 2026			December 31, 2025
UPB of securitization collateral	$	6,766,151		$	4,595,629
Face amount of debt held by third parties	$	6,689,854		$	4,805,192
Maximum exposure(A)	$	377,552		$	347,793
Weighted average delinquency(B)	0.8		%	0.8		%

(A) Primarily represents the aggregate fair value of the Company’s investments in marketable securities and collateralized servicing assets. In certain cases, the Company is also obligated to fund securitization reserve accounts. See Note 10 for further discussion regarding the Company’s reserve account funding obligations.

(B) Represents the percentage of the UPB that is 60+ days delinquent.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Litigation — The Company is or may become, from time to time, involved in various disputes, litigation, arbitration, and regulatory inquiry and investigation matters that arise in the ordinary course of business. Given the inherent unpredictability of matters the Company has been and currently is involved in, the outcome of these proceedings cannot be determined at this time, and it is possible that future adverse outcomes could have a material adverse effect on its business, financial position or results of operations. The Company is not aware of any unasserted claims that it believes are material and probable of assertion where the risk of loss is expected to be reasonably possible, but the Company may become involved in additional litigation in the ordinary course of the Company’s business in the future, including litigation that could be material to its business.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in a liability and the amount of loss, if any, can be reasonably estimated. Management, after consultation with legal counsel, believes that there are no known actions or threats that would result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

The Company is, from time to time, subject to inquiries by government entities, though the Company currently does not believe any of these inquiries would result in a material adverse effect on the Company’s business.

Indemnifications — In the normal course of business, the Company and its subsidiaries enter into contracts that contain representations and warranties that provide general indemnifications in regards to legal proceedings. The Company’s maximum exposure under these arrangements is unknown as this would involve future legal claims that may be made against the Company that have not yet occurred. However, based on its experience, the Company expects the risk of material loss to be remote.

Debt Covenants — Certain of the Company’s debt obligations are subject to loan covenants and event of default provisions. See Note 6 for further discussion of the Company’s debt obligations.

Loan Purchase and Servicing Commitments — The Company enters into agreements with various loan origination partners to purchase and service the loans they originate through the Technology Offering. At March 31, 2026 and December 31, 2025, purchase commitments were not material. The Company does not record an asset or liability for purchase or servicing commitments since it expects such commitments to benefit the Company, the Company has not yet taken control of the underlying loans, and the commitments are not material.

Loan Funding Obligations — The HELOC loans that the Company originates or purchases include terms that permit borrowers to draw amounts, or redraw previously repaid amounts, typically up to a 5-year period after the original origination date. At March 31, 2026 and December 31, 2025, borrowers were able to borrow up to $118.9 million and $105.1 million on undrawn HELOC loans that the Company has committed to fund. Additionally, the Company has $53.1 million and $16.9 million in unfunded loan commitments at March 31, 2026 and December 31, 2025, respectively, related to loans originated or purchased near the end of each respective period, which were substantially settled within a week after each period end.

Loan Repurchase Obligations — The Company has contractual agreements with certain loan buyers to repurchase or substitute loans where a borrower misses a payment within 30 to 90 days since the loan’s origination, though the Company indemnifies the loan buyer against future losses on such loans in certain cases. The repurchase price is equal to the original sale price to the loan purchaser and the Company recognizes a loss to the extent the repurchase price of the loan exceeds the estimated fair value on the repurchase date, further adjusted upon resale of the loan, if applicable. The Company generally continues to service the defaulting loan through a third-party subservicer. The Company repurchased loans for which it recognized gains (losses) of $(47) thousand and $(1.6) million for the three months ended March 31, 2026, and 2025, respectively, within “Other expense” in the Condensed Consolidated Statements of Operations.

At March 31, 2026, the Company has contingent commitments to repurchase loans with an aggregate UPB of up to $2.0 billion for which the Company recorded repurchase obligations totaling $16.8 million within “Payables to third-party loan owners” in the Condensed Consolidated Balance Sheets. The Company recorded a reserve of $5.9 million within “Other current liabilities” in the Condensed Consolidated Balance Sheets, based on the Company’s estimate of expected future losses at March 31, 2026.

Securitization Reserve Account Funding Obligations — The Company, in its capacity as servicer of certain securitizations, has committed to fund and replenish customary reserve accounts held by the securitization trust that the Company initially funds at the time of securitization in an amount based upon expected prepayments, delinquencies, defaults, and draws from borrowers for loans in the securitization. While the Company’s obligation to fund reserve amounts is not limited, and the Company cannot reliably estimate the long-term macroeconomic environment that may impact its maximum exposure for such obligations over the contractual life of the securitization, the Company does not expect to fund material amounts to its securitizations in excess of current balances at March 31, 2026.

Capital Commitments — In February 2025, the Company entered into a joint venture agreement with a third party to finance loans originated or purchased by the Company. As part of that agreement, the Company committed to invest up to $10.5 million in exchange for a 5.0% interest in the joint venture. The Company contributed no capital to the joint venture during the three months ended March 31, 2026.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Leases — The Company has non-cancellable leases on office spaces expiring through 2031 that it does not sublease. Rent expense totaled $0.7 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively. The Company has leases that include renewal options, leasehold improvement incentives, and escalation clauses. At March 31, 2026, the Company has not considered such renewal provisions in the determination of the lease term, as it is not reasonably certain these options will be exercised. The terms of the leases do not impose any financial restrictions or covenants. Operating lease right-of-use (“ROU”) assets of $4.8 million are presented in “Other non-current assets”, and lease liabilities of $5.3 million are presented in “Other current liabilities” and “Lease liability, non-current”, in the Condensed Consolidated Balance Sheets at March 31, 2026.

Future undiscounted, minimum lease payments for the Company’s non-cancellable operating leases are as follows:


Years Ending December 31,	March 31, 2026
2026 (remainder)	$	1,452
2027	1,519
2028	1,337
2029	1,012
2030	988
Thereafter	83
Total undiscounted lease payments	$	6,391
Less: Imputed Interest	(1,131)
Operating Lease Liabilities	$	5,260

At March 31, 2026 and December 31, 2025, the weighted average remaining lease term for operating leases was 4.3 years and 4.2 years, respectively, and the weighted average discount rate was 1.0% and 1.0%, respectively. The Company paid $0.7 million and $0.7 million in cash included in the measurement of lease liabilities for the three months ended March 31, 2026 and 2025, respectively.

NOTE 11 – RELATED PARTY TRANSACTIONS

Provenance Blockchain Foundation

Term Note

In July 2022, the Company entered into an interest bearing term note with the Provenance Blockchain Foundation (“Provenance”), pursuant to which the Company provided Provenance with a $5.0 million loan, which was subsequently amended on June 12, 2023, to increase the total principal amount to $9.1 million. The term note was eligible to be settled in cash or an equivalent value of HASH at maturity. On December 31, 2025, the loan was settled in full. The total loan balance at the time of payoff, including all accrued interest, was $10.1 million. As allowed by the terms of the note, the payoff was satisfied through the transfer of 4,969,120,678 HASH tokens. The per token value of the HASH tokens was determined to be $0.00205, based on a valuation report provided by an independent third party. This valuation resulted in a total transfer value of $10.2 million. As the transfer of HASH tokens resulted in an overpayment by Provenance of $0.1 million, representing 31,707,317 HASH tokens to be returned to Provenance, which resulted in a payable to related party of $0.1 million as of March 31, 2026 and December 31, 2025. Interest earned on the note was $0.9 million for the three months ended March 31, 2025, recorded as “Interest income” in the Condensed Consolidated Statements of Operations.

Gas Fee Service Provider

In February 2025, FCC entered into a services agreement with Provenance whereby Provenance pays, on behalf of FCC, HASH to cover fees to network validators for processing and validating operations on the blockchain incurred in connection with the purchase or sale of the face-amount certificates issued by FCC and transacted on Provenance’s blockchain (“Provenance Blockchain”). FCC reimburses Provenance in cash in an amount equal to the then-current market value of HASH paid by Provenance. The Company recognized $4 thousand incurred under the services agreement for the three months ended March 31, 2026, respectively, recorded as expense in “Operations and processing” on the Condensed Consolidated Statements of Operations. At March 31, 2026 the Company owed $5 thousand to Provenance recorded in “Accounts payable and accrued liabilities” in the Condensed Consolidated Balance Sheets.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Signum Ltd. (dba Hastra)

In December 2025, the Company entered into a Software License Agreement (the “Agreement”) with Signum Ltd. (dba Hastra) (“Hastra”). Under the terms of the Agreement, the Company granted Hastra a nonexclusive, non-sublicensable, and nontransferable license to use certain proprietary software to support their protocol. In exchange for the license and ongoing maintenance and support services, Hastra pays the Company a royalty fee equal to 0.50% (50 basis points) of the per-transaction revenue earned from the protocol.

The initial term of the Agreement is three years, expiring in December 2028, with automatic one-year renewals thereafter. For the three months ended March 31, 2026, the Company recognized $0.3 million revenue related to this Agreement, and had $0.3 million outstanding receivables due from Hastra as of March 31, 2026.

Hastra holds YLDS as part of their protocol activity; the YLDS held by Hastra are recorded in “Debt, current to related parties” in the Condensed Consolidated Balance Sheets.

Investments in Loan Securitizations

The Company retains beneficial interests in loan securitization trusts that it sponsors. See Notes 3 and 9 for additional detail.

Executive Officer YLDS Holdings

As of March 31, 2026, the Chief Capital Officer holds $0.4 million of YLDS invested in Democratized Prime, recorded as “Debt, current” on the Condensed Consolidated Balance Sheets. The officer’s holdings are on normal market terms and do not include any preferential terms, guarantees, or other arrangements with the Company.

Transactions with Equity-Method Investees

Reflow

The Company holds a 17.3% interest in Reflow Services, LLC, an SEC-registered investment advisor, contributed to the Company by the Controlling Party. The Company received distributed profits of $1.0 million and zero for the three months ended March 31, 2026 and 2025, respectively, recorded in “Other revenue” in the Condensed Consolidated Statements of Operations. See Note 3 for detail on the Company’s investment in Reflow.

Domestic Solana Fund

The Domestic Solana Fund acquired its investments in SOL primarily through auctions held through the FTX Trading Ltd. (“FTX”) bankruptcy proceedings through a purchase and sale agreement with Alameda Research and Maclaurin Investments. The Company recorded contributions, net of distributions, to the Domestic Solana Fund in “Other non-current assets” in the Condensed Consolidated Balance Sheets as follows:


	Three Months Ended March 31,
	2026		2025
Contributions	$	—	$	58
Distributions	$	199	$	1,200

See Note 3 for detail on the Company’s investment in Domestic Solana Fund.

Evergreen Funds

The Company had $2.0 million in outstanding receivables due from the Evergreen Funds as of March 31, 2026, recorded in “Accounts receivable, net” in the Condensed Consolidated Balance Sheets.

Transactions with the Controlling Party

The Company incurred $0.1 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, in costs to arrange travel for the Controlling Party and other affiliates, recorded as “General and administrative” expense in the Condensed Consolidated Statements of Operations.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

As of March 31, 2026, the Controlling Party holds $0.5 million of YLDS invested in Democratized Prime, recorded as “Debt, current” on the Condensed Consolidated Balance Sheets. The Controlling Party’s holdings are on normal market terms and do not include any preferential terms, guarantees, or other arrangements with the Company.

NOTE 12 – FAIR VALUE MEASUREMENTS

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table summarizes information about the assets and liabilities that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025:


	March 31, 2026
	Carrying Value		Fair value
			Level 1		Level 2		Level 3(A)		Total
Assets:
Cash and cash equivalents	$	1,464,643	$	1,075,087	$	389,556	$	—	$	1,464,643
Restricted cash	71,947		71,947		—		—		71,947
Digital assets(B)	64,397		64,397		—		—		64,397
Distressed asset claims(C)	2,264		—		—		2,264		2,264
Marketable securities, at fair value(D)	298,428		—		266,513		31,915		298,428
Loans held for sale, at fair value (E)	503,900		—		—		503,900		503,900
Loan servicing assets, at fair value (E)	125,931		—		—		125,931		125,931
Treasury note futures (F)	2,788		2,788		—		—		2,788
Total assets	$	2,534,298	$	1,214,219	$	656,069	$	664,010	$	2,534,298

Liabilities:
Digital asset collateral repayment obligation(G)	$	31,144	$	31,144	$	—	$	—	$	31,144
Certificate repayment obligation(H)	551,115		—		551,115		—		551,115

Total liabilities	$	582,259	$	31,144	$	551,115	$	—	$	582,259


	December 31, 2025
	Carrying Value		Fair value
			Level 1		Level 2		Level 3(A)		Total
Assets:
Cash and cash equivalents	$	1,198,141	$	955,200	$	242,941	$	—	$	1,198,141
Restricted cash	68,637		68,637		—		—		68,637
Digital assets(B)	88,511		88,511		—		—		88,511
Distressed asset claims(C)	3,068		—		—		3,068		3,068
Marketable securities, at fair value(D)	273,151		—		232,985		40,166		273,151
Loans held for sale, at fair value (E)	404,337		—		—		404,337		404,337
Loan servicing assets, at fair value (E)	113,064		—		—		113,064		113,064
Treasury note futures (F)	442		442		—		—		442
Total assets	$	2,149,351	$	1,112,790	$	475,926	$	560,635	$	2,149,351

Liabilities:
Digital asset collateral repayment obligation(G)	$	52,569	$	52,569	$	—	$	—	$	52,569
Certificate repayment obligation(H)	266,654		—		266,654		—		266,654

Total liabilities	$	319,223	$	52,569	$	266,654	$	—	$	319,223

(A) There were no transfers of Level 3 instruments to, or from, other fair value levels during the periods presented.

(B) Included in “Digital assets” and “Digital assets, non-current” in the Condensed Consolidated Balance Sheets and represents all digital assets held which are measured at fair value.

(C) Represents purchased interests in bankruptcy claims acquired on secondary markets which are included in “Other current assets” in the Condensed Consolidated Balance Sheets. As of March 31, 2026 and 2025, the related balances were considered insignificant.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

(D) Residual interest securities and non-rated securities in securitizations not considered debt securities are included within Level 3 of the fair value hierarchy.

(E) See Notes 4 and 5 regarding changes in the carrying value of servicing assets and loans, respectively.

(F) Treasury note future assets are recorded in “Other current assets”, and treasury note future liabilities in “Other current liabilities" in the Condensed Consolidated Balance Sheets. For further information, see Note 2.

(G) Included in “Other current liabilities” in the Condensed Consolidated Balance Sheets.

(H) Included in “Debt, current” in the Condensed Consolidated Balance Sheets.

Significant Valuation Inputs

The Company used the following unobservable inputs that it considers significant to value the financial assets and liabilities carried at fair value and classified within Level 3 of the fair value hierarchy:


	March 31, 2026
	Fair Value		Discount Rate (A) (%)	CPR (B) (%)	CDR (C) (%)	Servicing Rate (D) (%)	Loss Severity (E) (%)
Marketable securities:
Residual interest securities	$	31,915	5.3% - 26.9% 14.5%	16.2% - 20.8% 18.8%	—% - 2.4% 1.2%	n.a	n.a

Servicing assets:
HELOC loans	$	123,964	13.0% - 13.0% 13.0%	—% - 37.7% 13.4%	—% - 4.4% 0.7%	0.3%	n.a
Mortgage loans	1,967		9.5% - 10.5% 10.3%	3.5% - 8.7% 4.4%	—% - 10.6% 0.2%	0.3%	n.a
Total / Weighted average(F)	$	125,931	13.0%	13.3%	0.7%	0.3%

Loans held for sale:
HELOC loans(G)	$	437,577	5.8% - 7.7% 6.3%	2.1% - 44.3% 15.4%	—% - 95.0% 1.2%	—%	—% - 99.4% 27.9%
Personal loans(H)	57,670		8.9% - 11.5% 10.5%	—%	—%	—%	—%
Other(I)	8,653
Total / Weighted average(F)	$	503,900	6.8%	13.5%	1.1%


	December 31, 2025
	Fair Value		Discount Rate(A) (%)	CPR(B) (%)	CDR(C) (%)	Servicing Rate(D) (%)	Loss Severity (E) (%)
Marketable securities:
Residual interest securities	$	40,166	9.6% - 25.8% 15.7%	16.2% - 20.8% 18.8%	—% - 2.4% 1.2%	n.a	n.a

Servicing assets:
HELOC loans	$	111,211	13.0% - 13.0% 13.0%	—% - 33.1% 13.3%	—% - 4.8% 0.8%	0.3%	n.a
Mortgage loans	1,853		9.5% - 10.5% 10.3%	3.5% - 8.2% 5.3%	—% - 10.5% 0.4%	0.3%	n.a
Total / Weighted average(F)	$	113,064	13.0%	13.2%	0.7%	0.3%

Loans held for sale:
HELOC loans(G)	$	320,566	5.7% - 7.8% 6.4%	1.1% - 47.4% 17.8%	—% - 94.0% 1.8%	n.a	—% - 99.1% 25.4%
Personal loans(H)	79,113		8.9% - 11.5% 9.8%	—%	—%	n.a.	—%
Other(J)	4,658		6.2% - 12.0% 7.6%	4.6% - 73.2% 26.1%	1.0% - 62.8% 9.6%	n.a	88.0% - 92.0% 90.0%
Total / Weighted average(F)	$	404,337	6.5%	18.0%	1.9%

(A) Significant increases (decreases) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement.

(B) Significant increases (decreases) in the CPR, in isolation, would result in a significantly lower (higher) fair value measurement.

(C) Significant increases (decreases) in the CDR, in isolation, would result in a significantly lower (higher) fair value measurement.

(D) Significant increases (decreases) in the servicing rate in excess of servicing costs, in isolation, would result in a significantly higher (lower) fair value measurement. Values represent the weighted average total mortgage servicing amount, net of subservicing costs.

(E) Significant increases (decreases) in the severity, in isolation, would result in a significantly lower (higher) fair value measurement.

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

(F) Unobservable inputs were weighted by respective fair value of each class.

(G) HELOC loans are measured at estimated fair value using a discounted cash flow valuation methodology, more specifically a residential mortgage cash flow model.

(H) Personal loans are measured at estimated fair value using a discounted cash flow valuation methodology, more specifically a loan cash flow model.

(I) Primarily contains residential transition loans, other mortgage loans, legacy mortgages and other unsecured loans. The Company reviews this loan pool each quarter for any material changes and fair values the assets if such changes exist; if no changes, the Company fair values this loan pool on a yearly basis.

(J) Personal unsecured loans included in “Other” are measured at estimated fair value using a discounted cash flow valuation methodology, more specifically a loan cash flow model. The Company uses an estimated recovery from collections and recent sales to fair value personal loans that are 30 days past due; the fair value of such loans at December 31, 2025 were not material.

Significant Valuation Input Sensitivity

The following tables summarize the estimated change in fair value of assets carried at fair value and classified within Level 3 of the fair value hierarchy for the unobservable inputs in “—Significant Valuation Inputs” at March 31, 2026. Each of the following sensitivity analyses is hypothetical and is provided for illustrative purposes only. There are certain limitations inherent in the sensitivity analyses presented. In particular, the results are calculated by stressing a particular economic assumption independent of changes in any other assumption; in practice, changes in one factor may result in changes in another, which might counteract or amplify the sensitivities. Also, changes in the fair value based on the following variations in an assumption generally may not be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear.


	-2%				-1%				+1%				+2%
	$		%		$		%		$		%		$		%
Discount rate:
Marketable securities:
Residual interest securities	$	22,882	7.6	%	$	11,141	3.7	%	$	(10,617)	(3.5)	%	$	(20,729)	(6.9)	%
Servicing assets:
HELOC loans	8,247		7.0		4,124		3.5		(2,749)		(2.3)		(5,498)		(4.7)
Mortgage loans	207		10.5		99		5.0		(91)		(4.6)		(174)		(8.8)
Loans held for sale:
HELOC loans	32,984		4.0		26,206		3.1		(30,413)		(3.7)		(60,252)		(7.2)
Personal loans	509		0.9		283		0.5		(291)		(0.5)		(577)		(1.0)

	-20%				-10%				+10%				+20%
	$		%		$		%		$		%		$		%
CPR:
Marketable securities:
Residual interest securities	$	55,057	17.3	%	$	25,990	8.2	%	$	(23,162)	(7.3)	%	$	(44,305)	(14.0)	%
Servicing assets:
HELOC loans	8,247		7.0		4,124		3.5		(2,749)		(2.3)		(5,498)		(4.7)
Mortgage loans	80		4.1		39		2.0		(38)		(1.9)		(74)		(3.8)
Loans held for sale:
HELOC loans	831		0.1		557		0.1		(765)		(0.1)		(1,729)		(0.2)
Personal loans	—		—		—		—		—		—		—		—

CDR:
Marketable securities:
Residual interest securities	14,762		4.5		7,316		2.2		(7,004)		(2.2)		(14,157)		(4.3)
Servicing assets:
HELOC loans	—		—		—		—		—		—		—		—
Loans held for sale:
HELOC loans	2,194		0.3		557		0.1		(1,084)		(0.1)		(2,178)		(0.3)
Personal loans	—		—		—		—		—		—		—		—

Servicing rate:
Servicing Assets
HELOC loans	9,622		8.1		5,498		4.7		(4,124)		(3.5)		(9,622)		(8.1)

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

Marketable Securities

The following table summarizes activities involving the Company’s marketable securities that are measured at fair value and classified within Level 3 of the fair value hierarchy for the three months ended March 31, 2026 and 2025:


Balance at December 31, 2024	$	34,506
Purchases(A)	2,797

Principal payments	(4,818)
Change in fair value(B)	2,073
Balance at March 31, 2025	$	34,558

Balance at December 31, 2025	$	40,166
Purchases(A)	3,523
Sales(C)	(8,958)
Principal payments	(1,287)
Change in fair value(B)	(1,529)
Balance at March 31, 2026	$	31,915

(A) Includes premiums paid on the purchased notes.

(B) Included in “Marketable securities income, net” in the Condensed Consolidated Statements of Operations.

(C) Represents marketable securities held by Figure REIT, Inc. that were included in the deconsolidation of Figure REIT, Inc. See Note 7, “Noncontrolling Interests in Consolidated Subsidiaries”, for further discussion.

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

The following table summarizes information about the liabilities that are not measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025:


	March 31, 2026
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
Liabilities:
Financed retained interests(A)	$	263,796	$	—	$	257,750	$	—	$	257,750
Total liabilities	$	263,796	$	—	$	257,750	$	—	$	257,750

	December 31, 2025
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
Liabilities:
Financed retained interests(A)	$	231,633	$	—	$	233,684	$	39,467	$	273,151
Total liabilities	$	231,633	$	—	$	233,684	$	39,467	$	273,151

(A) Financed retained interests classified as Level 2 in the fair value hierarchy were valued with a discounted cash flow model using collateral contractual terms and discount rates of similar instruments that include default and prepayment expectations as observable inputs.

Debt not carried at fair value, including financed retained interests, is presented at the face amount, net of debt issuance costs that are amortized over the contractual term using the effective interest method. The carrying value of debt associated with the warehouse facilities and servicing rights financing approximates the fair value due to their relatively short maturities.

NOTE 13 – INCOME TAXES

The Company calculates the provision for income taxes during interim periods by applying an estimated annual effective tax rate to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Our effective tax rate may be subject to fluctuations during the year due to impacts from the following items: (i) changes in forecasted pre-tax and taxable income or loss, (ii) changes in statutory law or regulations in

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FIGURE TECHNOLOGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in tables in thousands, except share and per share data, units, ratios or as otherwise noted)

jurisdictions where we operate, (iii) audits or settlements with taxing authorities, (iv) changes in valuation allowance assumptions, and (v) changes due to employee equity exercises.

The Company’s income tax provision for the three months ended March 31, 2026 is a benefit of $6.9 million and expense of $1.2 million for the three months ended March 31, 2025. The income tax benefit for the three months ended March 31, 2026, primarily represents a discrete benefit arising from excess windfall benefit due to stock exercises during the quarter.

As of March 31, 2026, the Company continues to maintain a valuation allowance against certain federal and state deferred tax assets. Management will continue to assess the realizability of deferred tax assets in future periods, and any changes could impact our income tax expense.

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition at the effective date to be recognized. None of the unrecognized tax benefits would affect the Company’s effective tax rate if these amounts were recognized due to our full valuation allowance.

The Company’s operations and resulting income taxes are calculated as if the Company filed a combined, separate federal income tax return until the Recombination. All tax years since inception are subject to examination by tax authorities. The Company is currently not under examination by any federal or state jurisdiction.

NOTE 14 – SUBSEQUENT EVENTS

The following events occurred subsequent to March 31, 2026 through May 14, 2026, the date at which the Company’s Condensed Consolidated Financial Statements were available to be issued.

Warehouse Facility 5

In April 2026, the Company amended its agreement with Warehouse Facility 5 to extend the maturity date to July 2026. No other terms of the agreement were amended.

Warehouse Facility 7

In April 2026, the Company entered into a master participation interest purchase and sales agreement with Warehouse Facility 7, which establishes the terms and conditions under which the Company may enter into transactions from time to time. The agreement provides for a maximum aggregate financing capacity of $250.0 million and has an initial term of one year. As of May 14, 2026, the Company carried $31.7 million of debt at cost in connection with the arrangement.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026 (the “2025 Form 10-K”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the section titled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report and “Risk Factors” in our 2025 Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. U.S. Dollars appearing in tables are presented in thousands unless otherwise indicated.

Business Overview

Figure is building the future of capital markets using blockchain-based technology. Financial services have historically been and are still trust-based markets, which require intermediation. Large institutional companies have been built around this. Blockchain-based technology has the power to distill these multi-party marketplaces down to just two: buyer and seller.

Blockchain can do more than disrupt existing markets. By taking historically illiquid assets, such as loans, and putting these assets and their performance history on-chain, blockchain is able to bring liquidity to historically static markets. That liquidity, coupled with the ability to achieve true digital perfection and control, opens previously inaccessible financing opportunities that were not accessible before.

We believe there are three core benefits blockchain delivers to the capital markets. The first is transactional: the reduction of audit, quality control, third-party review and other expenses. The second is liquidity: the ability to support 24x7, real-time bilateral marketplaces. The third is financing: the democratization of capital access through programmable smart contracts that enable peer-to-peer funding and real time loan perfection.

Figure’s proprietary technology powers next-generation lending, trading and investing activities in areas such as consumer credit and digital assets. Our application of the blockchain ledger allows us to better serve our end-customers, increase speed and efficiency, and enhance standardization and liquidity. Using our technology, we continue to develop dynamic, vertically-integrated marketplaces.

Recent Developments

OPEN Launch

In February 2026, we launched the On-Chain Public Equity Network (“OPEN”), a blockchain-based network designed to modernize the underlying infrastructure that supports the issuance, trading, custody and lending of public equity securities.

OPEN enables companies to issue their equity natively on the Provenance Blockchain and make it available for secondary market trading on our ATS. OPEN is designed to reduce reliance on traditional centralized market infrastructure and to provide new capabilities for public companies and shareholders. These capabilities are anticipated to include lower costs and capital requirements compared to existing clearing and settlement models, greater access to trading through self-custody and self-settlement mechanisms that can reduce the need for custodial intermediaries, and portfolio margining across digital and tokenized assets.

We support frictionless two-way exchangeability between our securities issued on OPEN and our listed Class A common stock, a capability that we expect to make available to future OPEN issuers. This exchangeability is intended to promote liquidity and prices near par between blockchain securities and securities listed on national market exchanges.

Blockchain Common Stock Offering

In February 2026, the Company successfully completed a secondary public offering of 4,375,000 shares of its Series A Blockchain Common Stock ("Blockchain Stock"). The selling stockholders in the offering agreed to sell 4,687,500 shares of Class A common stock to the underwriters. The Company did not raise proceeds through this offering. In conjunction

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with the offering, the Company repurchased 312,500 of our Class A common stock, subsequently held in treasury, that were subject to the offering at an aggregate amount of approximately $10 million at $32.00 per share.

The Blockchain Stock is a new class of equity security that trades exclusively on the Company’s ATS, allowing for trading 24 hours per day, 7 days per week. The Blockchain Stock provides the ability for holders to lend their stock transparently and utilize cross-asset collateralization through DeFi protocols. The offering served as the foundational launch of OPEN.

Share Repurchase Program

On February 25, 2026, the Company’s Board of Directors authorized a Share Repurchase Program under which the Company may repurchase up to $200 million of its Class A common stock and Blockchain common stock over the next 12 months subject to market conditions, contractual restrictions and other factors.

Key Operating Metrics

We review several key performance measures, discussed below, to evaluate our business and results, measure performance, identify trends, formulate plans, and make strategic decisions. We believe that the presentation of such metrics is useful to our investors and counterparties because they are used to measure and model the performance of companies similar to us using similar metrics.

The following tables set forth key performance measures that we use to evaluate our business for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
(In thousands, except percentages)	2026			2025
Ecosystem volume(1):	$	3,720,418		$	1,577,710
Consumer loan marketplace volume(2):	2,902,378			1,365,136
Partner-branded volume(3)	2,265,341			1,045,059
Figure-branded volume(4)	637,037			320,077
Digital asset marketplace volume(5)	818,040			212,574
Figure connect volume(6)	1,611,840			477,904
Net take rate(7)	3.8		%	3.6		%

Net revenue	167,007			84,510
Net income (loss)	45,047			(613)
Adjusted net revenue(8)	166,843			86,982
Adjusted EBITDA(8)	82,696			28,344

_______________

(1)Ecosystem Volume consists of Consumer Loan Marketplace Volume and Digital Asset Marketplace Volume.

(2)We define Consumer Loan Marketplace Volume as the total U.S. dollar equivalent value of originations of HELOCs, DSCR, and personal loans on our LOS, as well as the volume of third-party loans traded on Figure Connect. We believe this measure is an indication of our scale and represents a potential revenue opportunity from the technology used for consumer credit loan originations.

(3)We define Partner-branded Volume as the total U.S. dollar equivalent value of loans originated using our LOS under our partners’ brands. Partner-branded volume is inclusive of Figure Connect Volume.

(4)We define Figure-branded Volume as the total U.S. dollar equivalent value of loans originated using our LOS under our brand.

(5)We define Digital Asset Marketplace Volume as the total U.S. dollar equivalent value of matched trades transacted between a buyer and seller through Figure Exchange. We believe this measure is an indication of our scale and represents a potential opportunity for our digital asset offering.

(6)We define Figure Connect Volume as the total U.S. dollar equivalent value of Consumer Loan Marketplace Volume originated by third-party sellers through our Figure Connect marketplace. We believe this measure is a reflection of the underlying growth of our Figure Connect ecosystem.

(7)Net Take Rate is derived from the sum of ecosystem and technology fees, origination fees, gain on sale of loans, net and gain on servicing asset, net from our Condensed Consolidated Statements of Operations. These items represent revenue generated from Figure-branded and Partner-branded

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volume. Valuation changes in fair value of mortgage servicing rights, which we believe are not indicative of operating performance, and marketing expenses in our operating expenses are deducted. This net amount is divided by overall consumer loan marketplace volume for that period.

(8)For definitions of Adjusted Net Revenue and Adjusted EBITDA and reconciliations to our most directly comparable financial measures calculated and presented in accordance with GAAP, see “—Non-GAAP Financial Measures.”


	As of
(In thousands)	March 31, 2026		March 31, 2025
YLDS in circulation(1):	$	598,047	$	2,700
Democratized Prime:
Matched offers balance(2)	367,932		n.m.
Borrower demand(3)	376,429		n.m.
Available lender supply(4)	452,778		n.m.

_______________

(1)We define YLDS in Circulation as the total U.S. dollar equivalent value of unsecured face-amount certificates solely backed by the assets of Figure Certificate Company (FCC), which is the issuer of the certificates.

(2)We define Matched Offers as the U.S. dollar equivalent value of offers matched between borrower and lenders on the Democratized Prime platform.

(3)We define Borrower Demand as the U.S. dollar equivalent value that borrowers seek to borrow from the lending pool on the Democratized Prime platform.

(4)We define Lender Supply as the U.S. dollar equivalent value that lenders have made available in the lending pool on the Democratized Prime platform.

Trends and Other Factors Affecting Our Performance

We believe our performance depends, and will in the future depend, on many factors, including those described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Form 10-K, to which there have been no material changes.

Loan Characteristics

The following table sets forth the weighted-average characteristics of loans we originated or purchased for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
		2026			2025
HELOC Loans(1):
Partner-branded:
Loan term (in months)		295			309
Customer interest rate		8.7		%	9.8		%
Customer FICO score		754			756
Loan balance (in thousands)		$	98		$	95
Figure-branded:
Loan term (in months)		294			296
Customer interest rate		8.4		%	9.6		%
Customer FICO score		750			748
Loan balance (in thousands)		$	101		$	85

(1)HELOC loans subject to monthly, amortizing borrower payments and may be prepaid and redrawn within a limited period of time. Personal, mortgage, and other loans are not considered significant.

The following table summarizes loan counts held by the Company at March 31, 2026 and December 31, 2025:


	March 31, 2026	December 31, 2025(3)
Count of loans held for sale:
HELOC loans	4,990	3,928
Personal loans(1)	925	1,116
Other(2)	150	169
Total loan count held for sale	6,065	5,213

(1) Loans collateralized by digital assets.

(2) Primarily contains residential transition loans, other mortgage loans, legacy mortgages and other unsecured loans.

(3) The loan counts as of December 31, 2025 have been corrected.

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Components of Results of Operation

Net Revenue

Our net revenue is primarily derived from ecosystem and technology fees, loan originations and sales, including interest income earned thereon, marketable securities and loan servicing.

Ecosystem and technology fees

Through our Partner-branded channel, we earn volume-based technology and processing fees, based on the principal balance of each loan originated on our LOS and the principal balance of loans transacted on Figure Connect. Such fees arise from contracts entered into with partners to provide access to a cloud-based lending marketplace platform that is developed by us. Our platform enables partners, who are retail and wholesale lenders, to originate loans branded under the partners’ name, by having access to a suite of services such as submission of loan applications, verifying information provided within submitted applications, risk underwriting, delivery of electronic loan offers, and electronic loan documentation signed by the borrower.

We also earn a fee for arranging and facilitating the securitization of HELOCs based on the outstanding principal balance of the transferred HELOCs, which is fully earned on the securitization closing date. Program fees are paid by the trust as the fees are earned and paid upon closing.

Origination fees

Origination fees consist of the fees that we earn from originating loans upon the customer’s initial loan draw. Origination fees include loan origination fees and other fees collected from the customer at the time a loan is funded. Origination fees are currently calculated as a percentage of the customer’s initial loan balance and are recognized as revenue at a specified point in time, once a customer’s loan application has been approved, a credit decision has been reached, and the loan has been funded and processed. These fees are earned through both our Figure-branded channel as well as our Partner-branded channel through wholesale brokers.

Servicing fees

Servicing fees and other revenue consist of the fees that we earn from managing loan portfolios on behalf of the owners of those portfolios. Servicing fees are calculated based on a contractual percentage of the outstanding principal under servicing arrangements and are charged monthly pursuant to our servicing agreements for activities we perform throughout the loan term, including collection, processing and reconciliations of payments received, investor reporting, and customer support. We act as servicer for the majority of the loans facilitated through our platform.

Gain on sale of loans, net

Gain on sale of loans consists of the net proceeds from the difference between the proceeds received at the sale of loans to third-party buyers, and the unpaid principal balance of such loans, including adjustments for changes in fair value for loans sold during the period. These realized and unrealized gains or losses and fair value adjustments are recognized through both our Figure-branded and Partner-branded channels based on the fair value of the loan originated by us, or purchased from partners, generally represented by the consideration paid relative to the loans’ estimated fair value at each quarter end or consideration received upon sale.

We have elected the fair value option for both the Figure-branded loans we originate as well as the Partner-branded loans we purchase from our partners that we hold for sale. Loans held for sale consist of loans we intend to sell, including HELOCs, personal loan products, and mortgage loans we previously originated or purchased. HELOCs and mortgage loans are secured by first or junior liens on customers’ real property. Any changes in fair value relating to loans held for sale are included in our results of operations as net fair value adjustments.

Interest income

We earn interest income primarily from the following sources:

•Loans — We accrue interest income on loans we hold based on the UPB outstanding at contractual interest rates. We place loans on nonaccrual status when they become 90 days past due (30 days past due for collateralized personal loans) or when we doubt full recovery of interest and principal. Loans are considered past due when contractually required principal or interest payments have not been made on the due dates. When a loan is placed on nonaccrual status, the accrued and unpaid interest is reversed as a reduction of interest income and accrued

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interest receivable. Interest income is subsequently recognized only to the extent cash payments are received or when the loan has been placed back in accrual status. Loans are restored to accrual status when the loan becomes current and we expect repayment of the remaining contractual principal and interest. We also recognize cash received on non-accrual loans as interest income after all contractual principal is repaid.

•Cash and Cash Equivalents — We accrue interest income monthly for cash held at depository institutions and investments in short-term instruments, such as money-market funds and U.S. Treasury Bills, and through repurchase agreements that are collateralized by U.S. Treasury Bills.

Gain on servicing asset, net

We routinely sell HELOCs, and in the past we have also sold personal loans, mortgage loans and Figure Pay credit loans, with servicing rights retained. Figure Pay credit loans are short duration, installment loans that consumers can use at their discretion. Loan servicing activities include account maintenance, collections, processing payments from customers, and distributions to third-party loan owners. During each reporting period, a servicing asset is recognized when the benefits of servicing are determined to be greater than adequate compensation for the servicing activities that we perform, and conversely, a servicing liability is recognized if the benefits of servicing are determined to be less than adequate compensation for the servicing activities that we perform. We carry servicing assets at fair value. Any changes in the fair value are included in our results of operations as net fair value adjustments. These gains are recognized through both our Figure-branded and Partner-branded channels.

Marketable securities income, net

We recognize interest income on the debt securities we hold where we expect to collect all contractual cash flows, and the debt security cannot be contractually prepaid in such a way that we would not recover substantially all of our recorded investment, based on the stated coupon rate and the outstanding principal amount of the debt security. We recognize interest income on beneficial interests based on the investment’s accretable yield, which represents the difference between the expected undiscounted cash flows and the carrying value of the investment. We recognize the accretable yield as interest income on a prospective level yield basis over the life of the expected cash flows. Changes in the amount or timing of actual or expected cash flows may change the accretable yield, and we adjust interest income recognized in future periods using a recalculated level yield applied to the then-current carrying value. Increases (decreases) in the amount of cash flows or acceleration (deceleration) of cash flows, in isolation, generally increase (decrease) the interest income recognized in future periods. We carry marketable securities at fair value. Any changes in the fair value are included in our results of operations as net fair value adjustments.

Other revenue

Other revenue primarily consists of gains (losses) on the Company’s investments in certain entities and fees earned on marketing services provided for partners.

Operating Expenses

Operating expenses consist of general and administrative, technology and product development, operations and processing, sales and marketing, and interest expenses.

General and administrative

General and administrative expenses primarily consist of payroll and other personnel-related costs, including stock-based compensation, for legal and compliance, finance and accounting, human resources and facilities teams; professional services fees; facilities and travel expenses.

Technology and product development

Technology and product development expenses primarily consist of payroll and other personnel-related costs, including stock-based compensation, for our product, engineering, and design team, which is responsible for maintenance, bug fixes and software updates among others, as well as the costs of systems and tools used by these personnel.

Operations and processing

Operations and processing expenses primarily consist of payroll and other personnel-related costs, including stock-based compensation for personnel engaged in onboarding, loan servicing, customer support and other related operational teams.

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These expenses also include the costs of third-party systems and tools we use as part of the loan origination process, including information verification, fraud detection, and payment processing activities.

Sales and marketing

Sales and marketing expenses primarily consist of costs incurred across various advertising channels, including expenses associated with advertising campaigns, and building overall brand awareness. Sales and marketing expenses also include payroll and other personnel-related costs, including stock-based compensation expense, for our sales and marketing personnel.

Interest expense

Interest expense consists of the costs we incur on our borrowings, amortization of fees, and other costs associated with our debt obligations. It also includes interest accrued and paid to holders of YLDS in the form of additional YLDS, in addition to interest accrued and paid to Democratized Prime lenders.

Other expense

We have contractual agreements with loan buyers to repurchase loans under certain circumstances, including in the event of borrower delinquencies within the first 30 to 90 days of loan origination. We record a loss on those loans based on the fair value at the date on which we identify the repurchase obligation.

Other expense, net

Other expense, net includes unrealized and realized gains (losses) resulting from transactions of certain digital assets, litigation settlements, adjustments to non-equity method investments, foreign exchange rate gains (losses) and other non-income based state and local taxes.

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Results of Operations

Condensed Consolidated Statements of Operations

The following table sets forth our Condensed Consolidated Statements of Operations for the periods presented:


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Net revenue:
Ecosystem and technology fees	$	47,306	$	15,613	$	31,693	203.0	%
Servicing fees	9,825		7,191		2,634		36.6
Interest income(A)	19,376		11,224		8,152		72.6
Origination fees	23,130		12,477		10,653		85.4
Gain on sale of loans, net(A)	49,356		29,792		19,564		65.7
Gain on servicing asset, net	12,867		326		12,541		3846.9
Marketable securities income, net(A)	3,660		7,613		(3,953)		(51.9)
Other revenue	1,487		274		1,213		442.7
Total net revenue	167,007		84,510		82,497		97.6
Expenses:
General and administrative	45,595		18,840		26,755		142.0
Technology and product development	15,605		17,416		(1,811)		(10.4)
Operations and processing	21,447		12,678		8,769		69.2
Sales and marketing	25,483		14,967		10,516		70.3
Interest expense	16,889		10,972		5,917		53.9
Other expense	47		1,565		(1,518)		(97.0)
Total expenses	125,066		76,438		48,628		63.6
Operating income	41,941		8,072		33,869		419.6
Other expense, net	(3,839)		(7,455)		3,616		(48.5)
Income before income taxes	38,102		617		37,485		6075.4
Income tax (benefit) provision	(6,945)		1,230		(8,175)		n.m.
Net income (loss)	45,047		(613)		45,660		n.m.
Net income attributable to noncontrolling interests in consolidated subsidiaries	102		207		(105)		(50.7)
Net income (loss) attributable to Figure Technology Solutions, Inc.	$	44,945	$	(820)	$	45,765	n.m.

(A) During the current period, we voluntarily elected to change the income statement presentation for net gains and losses on the change in fair value of marketable securities, and the interest income earned on marketable securities, by reclassifying them into a separate line item, “Marketable securities income, net”. Previously, these amounts were included within “Gain on sale of loans, net” and “Interest income”, respectively. The change in classification has been applied retrospectively to all periods presented. This presentation change resulted in a $2.2 million decrease to “Gain on sale of loans, net” and a $5.4 million decrease to “Interest income” for the three months ended March 31, 2026. For further information, see Note 2, Change in Financial Statement Presentation, to the Condensed Consolidated Financial Statements.

Net Revenue

Ecosystem and technology fees


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Technology offering fees	$	17,296	$	7,895	$	9,401	119.1	%
Ecosystem fees	24,419		5,212		19,207		368.5
Program fees	5,591		2,506		3,085		123.1
Total ecosystem and technology fees	$	47,306	$	15,613	$	31,693	203.0	%

Ecosystem and technology fees increased $31.7 million, or 203.0%, primarily due to the 237.3% growth in Figure Connect Volume, as well as a $3.1 million increase in program fees due to a $941.8 million increase in the volume of securitizations for which we earn program fees. Our ecosystem fees are based on a sliding scale that decreases as higher volume tiers are reached, resulting in lower fee rates as an individual partners origination volume increases.

Servicing fees

Servicing fees increased $2.6 million, or 36.6%, due to a $6.1 billion, or 72.0%, increase in the weighted-average servicing portfolio unpaid principal HELOC loan balance of $14.6 billion serviced at March 31, 2026, compared to $8.5 billion at

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March 31, 2025, partially offset by a decrease of 5 basis points in the weighted average servicing fee rate from 33 basis points to 28 basis points.

Interest income

Interest income increased $8.2 million, or 72.6%, primarily due to a $5.9 million increase in interest earned on cash balances, as well as a $2.2 million increase in interest earned on HELOCs.

Origination fees

Net origination fees increased $10.7 million, or 85.4%, primarily due to a 45.5% increase in overall volume of transactions for which we earn origination fees, as well as higher weighted average origination fees driven by a change in mix from Figure-branded volume growing 99.0% year over year, for which we earn higher origination fees relative to Partner-branded volume.

Gain on sale of loans, net


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Realized gain (loss):
Whole loan sales	$	43,442	$	18,182	$	25,260	138.9	%
Securitized loans	—		6,023		(6,023)		n.m.
Derivatives	1,619		(1,300)		2,919		n.m.
	45,061		22,905		22,156		96.7
Unrealized gain (loss):(A)
Loans	1,949		10,263		(8,314)		(81.0)
Derivatives	2,346		(3,376)		5,722		n.m.
	4,295		6,887		(2,592)		(37.6)
Total gain on sale of loans, net	$	49,356	$	29,792	$	19,564	65.7	%

(A) During the current period, we voluntarily elected to change the income statement presentation for the net change in fair value of marketable securities by reclassifying them into a separate line item, “Marketable securities income, net”. The change in classification has been applied retrospectively to all periods presented. This presentation change resulted in a $2.2 million decrease to “Gain on sale of loans, net” as of March 31, 2025. For further information, see Note 2, Change in Financial Statement Presentation, to the Condensed Consolidated Financial Statements.

Gain on sale of loans inclusive of derivatives increased $19.6 million, or 65.7%, due to a $19.2 million increase in the total realized gains on loans as a result of an increase in the UPB of loans sold from $786.7 million to $1.8 billion, in addition to a 14.9% increase in the weighted average price of loans sold for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in unrealized gains were primarily due to a $8.3 million decrease in the fair value of loans not yet sold driven by an increasing rate environment during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Due to changes in rates impacting our derivatives, we recognized realized gains on derivatives of $1.6 million and unrealized gains of $2.3 million for the three months ended March 31, 2026, respectively.

Gain on servicing asset, net


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Additions	$	20,352	$	10,269	$	10,083	98.2	%
Realization of cash flows	(8,669)		(5,240)		(3,429)		65.4
Change in valuation inputs and assumptions	1,184		(4,703)		5,887		n.m.
Total gain on servicing asset, net	$	12,867	$	326	$	12,541	3846.9	%

Gain on servicing asset, net increased $12.5 million, or 3846.9%, primarily due to a $10.1 million increase in new servicing assets retained on the increase of UPB of loans sold from $786.7 million to $1.8 billion for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, as well as a $5.9 million increase resulting from changes in valuation inputs and assumptions, driven by an increasing rate environment in the current period compared to the prior period. Partially offsetting, there was a $3.4 million change due to the realization of cash flows derived from a larger servicing portfolio during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

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Marketable securities income, net

Marketable securities income, net decreased $4.0 million, or 51.9%, primarily due to a loss on the change in fair value of $2.5 million for the three months ended March 31, 2026, compared to a gain on the change in fair value of $2.2 million for the three months ended March 31, 2025.

Other revenue

Other revenue is immaterial overall and components of other revenue did not materially change as fees, and the net assets on which we charge those fees, were consistent during the three months ended March 31, 2026 and 2025. The growth in other revenue is representative of the overall growth in Figure.

Figure-branded revenue


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Ecosystem and technology fees	$	1,227	$	578	$	649	112.3	%
Origination fees	20,675		10,682		9,993		93.5
Gain on sale of loans, net	19,754		10,129		9,625		95.0
Total Figure-branded net revenue	$	41,656	$	21,389	$	20,267	94.8	%

Figure-branded net revenue increased $20.3 million, or 94.8%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This was primarily due to a $10.0 million, or 93.5%, increase in Figure-branded origination fees as a result of a 99.0% increase in Figure-branded volume. Additionally, gain on sale of loans, net, increased $9.6 million, or 95.0%, as a result of an increase in the UPB of loans sold.

Partner-branded revenue


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Ecosystem and technology fees	$	46,079	$	15,035	$	31,044	206.5	%
Origination fees	2,455		1,795		660		36.8
Gain on sale of loans, net	29,602		19,663		9,939		50.5
Total Partner-branded net revenue	$	78,136	$	36,493	$	41,643	114.1	%

Partner-branded net revenue increased $41.6 million, or 114.1%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily attributable to ecosystem and technology fees, which increased by $31.0 million, or 206.5%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This was primarily due to a $32.1 million increase in revenue recognized from an increase in volume transacted on our Connect platform, for which minimal fees were earned in the prior year. Additionally, Partner-branded gain on sale of loans, net increased by $9.9 million, or 50.5%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as a result of a 117% increase in Partner-branded volume, offset by a transition towards ecosystem and technology fee revenue as Partners transition to Connect.

Operating Expenses

General and administrative


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Compensation and benefits	$	8,071	$	6,501	$	1,570	24.2	%
Equity-based expense	23,474		1,723		21,751		1262.4
Professional services	8,170		5,961		2,209		37.1

Other expense	5,880		4,655		1,225		26.3
Total general and administrative expense	$	45,595	$	18,840	$	26,755	142.0	%

General and administrative expense increased $26.8 million, or 142.0%. This primarily consisted of an increase in equity-based compensation expense of $21.8 million, due to the recognition of expense for stock-based compensation awards that satisfied the liquidity condition in connection with the IPO, additional grants associated with the IPO, and an increase in

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grants in the current year due to increased headcount. Professional services increased $2.2 million, or 37.1%, primarily due to an increase in legal and accounting fees.

Technology and product development


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Compensation and benefits	$	5,505	$	7,305	$	(1,800)	(24.6)	%
Equity-based expense	1,841		3,440		(1,599)		(46.5)
Amortization	4,712		3,936		776		19.7
Software	3,119		2,582		537		20.8
Other expense	428		153		275		179.7
Total technology and product development expense	$	15,605	$	17,416	$	(1,811)	(10.4)	%

Technology and product development expense decreased $1.8 million, or 10.4%, primarily due to a $1.8 million, or 24.6%, decrease in compensation and benefits, primarily due to a 3.7% decrease in headcount. Additionally, there was a $1.6 million decrease in equity-based compensation expense primarily due to expense related to services exchanged for issuance of warrants in the prior year which were fully earned in the prior year and therefore had no expense in the three months ended March 31, 2026.

Operations and processing


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Compensation and benefits	$	7,855	$	4,919	$	2,936	59.7	%
Equity-based expense	152		77		75		97.4
Processing fees	13,440		7,682		5,758		75.0
Total operations and processing expense	$	21,447	$	12,678	$	8,769	69.2	%

Operations and processing expense increased $8.8 million, or 69.2%, primarily due to a $5.8 million increase in processing fees due to a 112.6% increase in Consumer Loan Marketplace Volume. Additionally, compensation and benefits increased $2.9 million, or 59.7%, primarily due to a 54.6% increase in headcount.

Sales and marketing


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Compensation and benefits	$	3,410	$	1,777	$	1,633	91.9	%
Equity-based expense	411		79		332		420.3
Advertising and other expense	21,662		13,111		8,551		65.2
Total sales and marketing expense	$	25,483	$	14,967	$	10,516	70.3	%

Sales and marketing expense increased $10.5 million, or 70.3%, primarily due to an $8.6 million increase in advertising and other costs driven by a 99.0% increase in Figure-branded volume, as well as a $1.6 million increase in compensation and benefits primarily due to a 59.4% increase in headcount.

Interest expense

Interest expense increased $5.9 million, or 53.9%, primarily due to a $2.5 million, or 35.8%, increase related to the impact of higher average SOFR rates on warehouse facilities, a $1.7 million, or 73.7%, increase in interest expense related to the Retained Interest Facility warehouse, and a $1.6 million increase in interest related to YLDS holdings.

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Other expense, net


	Three Months Ended March 31,				Change
(In thousands, except percentages)	2026		2025		$		%
Change in fair value of digital assets held	$	(4,130)	$	(8,448)	$	4,318	(51.1)	%
Changes in value of fund investment	(653)		(2,061)		1,408		(68.3)
Staking rewards and realized gains	597		1,953		(1,356)		(69.4)



Other	347		1,101		(754)		(68.5)
Total other (expense) income, net	$	(3,839)	$	(7,455)	$	3,616	(48.5)	%

Other expense, net increased $3.6 million, primarily driven by a $4.3 million increase in the change in fair value of digital assets held and $1.4 million decrease in the change in value of fund investments, partially offset by a $1.4 million decrease in staking rewards and gain on sale and usage of digital assets, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Income Tax Provision

Income tax expense decreased by $8.2 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The provision for income taxes includes U.S. federal, state and local taxes. The effective tax rate for the three months ended March 31, 2026 was approximately (18.2)%, compared to 199.4% for the three months ended March 31, 2025. The effective tax rate differed from the U.S. federal statutory rate of 21.0% for the three months ended March 31, 2026 primarily due to a discrete benefit arising from excess windfall benefit due to stock exercises during the quarter. The effective tax rate differed from the U.S. federal statutory rate for the three months ended March 31, 2025 of 21.0% primarily due to state tax expense attributable to FT Intermediate, Inc. filed on standalone basis, while Figure Markets Holdings, Inc. losses were not realizable prior to the Recombination. Refer to Note 13 in the Condensed Consolidated Financial Statements for further details.

Noncontrolling Interests in Consolidated Subsidiaries

Third-party investors hold interests in entities that we consolidate, and to whom we allocate the net income or loss of those entities. During the three months ended March 31, 2026 and 2025, we allocated aggregate net income or loss to those third-party investors.

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Changes in Financial Position

The following table sets forth a summary of selected line items from our Condensed Consolidated Balance Sheets for the periods indicated, and the changes between such periods. These selected line items have been prepared on the same basis as our Condensed Consolidated Financial Statements. In the opinion of management, the financial information set forth in the table below reflects all normal recurring adjustments necessary for the fair statement of changes in the selected line items for these periods. The following selected line items should be read together with our Condensed Consolidated Financial Statements and related notes.


(In thousands, except percentages)	March 31, 2026		December 31, 2025		$ Change		% Change
ASSETS
Current assets:
Cash and cash equivalents	$	1,464,643	$	1,198,141	$	266,502	22.2	%
Restricted cash	71,947		68,637		3,310		4.8
Loans held for sale, at fair value	503,900		404,337		99,563		24.6
Digital assets	74,313		96,558		(22,245)		(23.0)
Accounts receivable, net	65,330		52,016		13,314		25.6



Loan servicing asset, at fair value	125,931		113,064		12,867		11.4
Marketable securities, at fair value	298,428		273,151		25,277		9.3
Digital assets, non-current	1,967		3,644		(1,677)		(46.0)


LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current liabilities:

Payables to third-party loan owners	451,393		383,772		67,621		17.6
Debt, current	228,505		160,959		67,546		42.0
Debt, current to related parties	376,526		166,135		210,391		126.6
Other current liabilities	86,601		105,642		(19,041)		(18.0)

Debt, non-current	262,223		230,143		32,080		13.9

Assets

Cash, cash equivalents and restricted cash

Cash and cash equivalents increased by $266.5 million, or 22.2%, as of March 31, 2026 compared to December 31, 2025, and restricted cash increased $3.3 million, or 4.8%. Refer to “—Liquidity and Capital Resources—Cash Flows” for the drivers in the change of cash, cash equivalents and restricted cash provided by operating, investing and financing activities during the period.

Loans held for sale, at fair value

Loans held for sale, at fair value increased by $99.6 million, or 24.6%, as of March 31, 2026 compared to December 31, 2025, primarily due to originations of $1.2 billion and purchases of $1.0 billion offset by loan sales, net of repurchases, of $1.9 billion and principal payments of $191.2 million. We generally hold loans for a short period of time and the timing of loan sales and securitizations may impact the amounts carried at each period-end. Typically, the loan volumes we experience include seasonal variation that impact the growth of loans on our balance sheet during a fiscal year.

Digital assets, current and non-current

Digital assets, current and non-current, decreased $23.9 million, or 23.9%, as of March 31, 2026 compared to December 31, 2025, which represents the fair value change in digital assets we hold for sale and the gross change of digital assets we hold as collateral. We recognize offsetting liabilities and changes for digital assets held as collateral and do not record any net assets, gains, or losses thereon unless we are unable to liquidate collateral timely and are otherwise unable to collect amounts owed. We have not experienced any such losses to date.

Digital assets held as collateral, gross of offsetting liabilities, decreased $21.4 million during the three months ended March 31, 2026 due to a decrease of $19.7 million in Bitcoin holdings as a result of decreases in both the quantity and price of Bitcoin, and a $1.7 million decrease in Ethereum holdings due to a decrease in the price of Ethereum.

Digital assets held at fair value decreased $2.7 million at March 31, 2026 primarily due to a $3.3 million decrease in the fair value of Solana holdings compared to the prior year.

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Digital assets held at cost increased $0.2 million at March 31, 2026 primarily due to an increase in the quantity of HASH held.

See Note 3 in the Condensed Consolidated Financial Statements for further discussion on digital assets.

Accounts receivable, net

Accounts receivable, net increased $13.3 million, or 25.6%, as of March 31, 2026 compared to December 31, 2025, primarily driven by a $6.8 million increase in trade accounts receivable, which is driven by overall increased Partner-branded volume. Management continues to monitor customer credit exposure and collection trends.

Loan servicing asset, at fair value

Loan servicing asset, at fair value, increased $12.9 million, or 11.4%, as of March 31, 2026 compared to December 31, 2025, reflecting a $20.4 million increase, or 98.2%, in the unpaid principal balance of loans serviced during the three months ended March 31, 2026, and a $1.2 million increase in the estimated fair value of servicing assets held based upon changes in valuation assumptions, partially offset by an $8.7 million decrease in servicing fee collections. See Note 4 in the Condensed Consolidated Financial Statements for further discussion on loan servicing assets.

Marketable securities, at fair value

Marketable securities, at fair value increased $25.3 million, or 9.3%, as of March 31, 2026, compared to December 31, 2025, primarily due to an increase in the volume of new securitizations that closed during the year in which the Company generally retained 5% of the total fair value contributed into securitizations, in the form of marketable securities. The newly retained marketable securities are partially offset by the scheduled paydown of existing marketable securities.

Liabilities

Payables to third-party loan owners

Payables to third-party loan owners increased $67.6 million, or 17.6%, as of March 31, 2026 compared to December 31, 2025, due to an increase in our servicing portfolio. The overall balance may fluctuate based on timing of collections and payments to third-party loan owners.

Debt, current and non-current

Total debt, current and non-current, including related party debt, increased by $310.0 million, or 55.6%, primarily due to an increase of $284.5 million in debt at fair value as a result of the growth in YLDS at FCC and Democratized Prime.

Other current liabilities

Other current liabilities decreased $19.0 million, or 18.0%, as of March 31, 2026 compared to December 31, 2025, primarily driven by a decrease of $21.4 million on crypto collateral held due to a decrease in both the quantity and price of crypto assets held as collateral, partially offset by a $2.3 million increase in liabilities due to the growth of deposit activity on Democratized Prime.

Liquidity and Capital Resources

Sources and Uses of Funds

We maintain a capital-efficient model by utilizing a diverse set of funding sources. When we originate a loan directly or purchase a loan originated by our origination partners, we often utilize warehouse credit facilities with certain lenders to finance our lending activities or loan purchases. We sell the loans we originate or purchase from our origination partners to whole loan buyers and securitization investors through Figure Connect, and earn servicing fees from continuing to act as the servicer on the loans. We proactively manage the allocation of loans on our platform across various funding channels based on several factors including, but not limited to, internal risk limits and policies, capital market conditions and channel economics. Our excess funding capacity and long-term relationships with a diverse group of existing funding partners help provide flexibility as we optimize our funding to support the growth in loan volume. For those loans sold through Figure Connect, we also collect fees as a source of funds. Our principal sources of liquidity are cash and cash

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equivalents, digital assets, available for sale securities, available capacity from warehouse and revolving credit facilities, securitization trusts, forward flow loan sale arrangements, and cash flows from our operations.

As of March 31, 2026, we had $1.5 billion in cash and cash equivalents, $71.9 million in restricted cash, $45.1 million in digital assets, excluding digital assets held as collateral, and $1.6 billion in available Funding Debt capacity, excluding purchase commitments from third-party loan buyers. As of December 31, 2025, we had $1.2 billion in cash and cash equivalents, $68.6 million in restricted cash, $47.6 million in digital assets held, excluding digital assets held as collateral, and $1.8 billion in available Funding Debt capacity, excluding purchase commitments from third-party loan buyers. Our restricted cash primarily relates to cash held by us on behalf of third-party loan sellers or buyers that represent collection of principal and interest from loan borrowers that we remit to those third parties as servicer of those loans.

Based on our current business plan and revenue prospects, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations, and our available Funding Debt capacity will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next 12 months from the date of this Quarterly Report. Beyond the next 12 months, we expect our long-term liquidity needs to consist primarily of working capital requirements and ongoing investments to support growth. We intend to maintain a strong liquidity position to provide flexibility to pursue strategic opportunities and manage potential variability in operating cash flows. As a result, we do not currently expect to require additional external financing to support our business operations over the long term.

Other Funding Sources

In connection with asset-backed securitizations, we sponsor and establish trusts (deemed to be VIEs) to ultimately purchase loans facilitated by our platform. Securities issued from our asset-backed securitizations are senior or subordinated, based on the waterfall criteria of loan payments to each security class. The subordinated residual interests issued from these transactions are first to absorb credit losses in accordance with the waterfall criteria. We consolidate securitization VIEs when we are deemed to be the primary beneficiary and therefore have the power to direct the activities that most significantly affect the VIEs’ economic performance and a variable interest that could potentially be significant to the VIE. Where we consolidate the securitization trusts, if any, the loans held in the securitization trusts are included in loans held for investment, and the notes sold to third-party investors are recorded in notes issued by securitization trusts in the consolidated balance sheets. We did not consolidate any securitization VIEs at March 31, 2026 or December 31, 2025. Refer to Note 9 in the Condensed Consolidated Financial Statements for further details.

Debt Obligations

Warehouse Credit Facilities

We fund substantially all of the loans we close on a short-term basis primarily through our warehouse credit facilities and from our operations. Loan production activities generally require short-term liquidity in excess of amounts generated by our operations. The loans we originate are financed through several warehouse credit facilities. Our borrowings are in turn generally repaid with the proceeds we receive from loan sales. We maintain warehouse credit facilities with separate third-party lenders through FL LLC, Figure Markets Credit LLC, and their subsidiaries. Our warehouse credit facilities are primarily in the form of master repurchase agreements and loan participation agreements. Loans financed under these facilities are generally financed at approximately 80% to 100% of the principal balance of the loan (although certain types of loans are financed at lower percentages of the principal balance of the loan). Loans financed at less than 100% of the principal balance require us to fund the balance from cash generated from our operations. Once closed, the underlying loan that is held for sale is pledged as collateral for the borrowing or advance that was made under our warehouse credit facilities. In most cases, the loans will remain in one of the warehouse credit facilities for only a short time, generally less than one month, until the loans are sold. During the time the loans are held for sale, we earn interest income from the customer on the underlying loan. This income is partially offset by the interest and fees we pay due to borrowings from the warehouse credit facilities.

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Borrowing capacity of committed debt facilities as of March 31, 2026 include the following:


	March 31, 2026
(In thousands)	Final Stated Maturity	Borrowing Capacity		Balance Outstanding		Available Financing
Funding Debt:
Warehouse Facility 1	May 2026	$	150,000	$	2,482	$	147,518
Warehouse Facility 2	January 2027	335,300		441		334,859
Warehouse Facility 4	May 2026	250,000		—		250,000
Warehouse Facility 5	April 2026	300,000		973		299,027
Warehouse Facility 6	June 2027	300,000		10,349		289,651
Digital Asset Loan Facility	October 2026	30,000		598		29,402

MSR financing:
Lender 1	June 2026	40,000		40,000		—

Financed retained interests:
Retained Interest Facility	Various	500,000		263,796		236,204
		$	1,905,300	$	318,639	$	1,586,661

Refer to Note 6 in the Condensed Consolidated Financial Statements for further details on our Warehouse Facilities and borrowing capacity.

Other than as noted above, our warehouse credit facilities bear floating interest rates, are payable on a monthly basis, and contain certain financial covenants, such as minimum tangible net worth, minimum liquidity, maximum leverage ratios, required range of net income or loss during specified periods, and periodic financial reporting requirements. Failure to comply with these covenants may result in an acceleration of payment on outstanding principal and accrued interest. As of March 31, 2026 and December 31, 2025, we were in compliance with the applicable covenants under each of our warehouse credit facilities. Our future capital requirements will depend on many factors, including, but not limited to, our continued access to debt facilities on terms that are favorable to us, our growth, our ability to attract and retain customers, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services, and technologies. From time to time, we may explore additional financing sources and means to lower our cost of capital, which could include equity, equity-linked, and debt financing. We cannot assure you that any additional financing will be available to us on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted.

Cash Flows

The following table summarizes our consolidated cash flows for the periods indicated:


	Three Months Ended March 31,
(In thousands)	2026		2025
Net cash provided by (used in) operating activities(A)	$	(37,818)	$	(140,273)
Net cash used in investing activities(A)(B)	(53,593)		(16,127)
Net cash provided by financing activities	361,223		196,032

(A) As of December 31, 2025, we corrected the presentation of retained beneficial interests in loan securitization transactions in the Condensed Consolidated Statements of Cash Flows. Prior period amounts have been recast to conform to the current period presentation. For further information, see Note 2 to the Condensed Consolidated Financial Statements.

(B) As of December 31, 2025, we reclassified USDC stablecoins from “Digital assets” to “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets. Prior period amounts have been recast to conform to the current period presentation. For further information, see Note 2 to the Condensed Consolidated Financial Statements.

Net Cash from Operating Activities

Net cash used in operating activities was $37.8 million for the three months ended March 31, 2026, which consisted of net income of $45.0 million, working capital adjustments of $62.6 million, and non-cash adjustments of $(20.3) million. The working capital adjustments were driven by originations of loans held for sale of $1.2 billion and purchases of loans held for sale of $1.0 billion, partially offset by proceeds from loan sales, net of repurchases of $2.0 billion and principal payments on loans held for sale of $187.0 million. Additionally, working capital adjustments were impacted by changes in

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accounts receivable of $8.4 million and accounts payable and other liabilities of $4.6 million. The non-cash adjustments were primarily driven by gain on sale of loans, net, of $53.3 million, and gains on servicing assets, net, of $12.9 million, partially offset by $25.9 million in stock based compensation, $8.2 million in interest expense, and $4.7 million in amortization of internally developed software.

Net cash used in operating activities was $140.3 million for the three months ended March 31, 2025, which consisted of a net loss of $0.6 million, working capital adjustments of $126.7 million, and non-cash adjustments of $12.9 million. The working capital adjustments were driven by originations of loans held for sale of $680.4 million and purchases of loans held for sale of $516.9 million, partially offset by proceeds from loan sales, net of repurchases of $978.2 million and principal payments on loans held for sale of $96.0 million. The non-cash adjustments were primarily driven by gain on sale of loans, net, of $29.8 million, and gains on servicing assets, net, of $0.3 million, partially offset by $2.4 million in stock based compensation, $3.9 million in amortization of internally developed software, services exchanged for the issuance of warrants of $2.9 million, and losses on repurchased loans of $1.6 million.

Net Cash from Investing Activities

Net cash used in investing activities was $53.6 million for the three months ended March 31, 2026, primarily due to $51.6 million in purchases of marketable securities, $11.7 million related to the deconsolidation of a subsidiary, $13.0 million in partner prefunding, and $6.4 million in capitalization of internally developed software, partially offset by $18.1 million of principal payments on marketable securities, $10.5 million of partner prefunding repayments, and $1.6 million of realized losses on futures.

Net cash used in investing activities was $16.1 million for the three months ended March 31, 2025, primarily due to $15.2 million in purchases of marketable securities, $4.4 million in capitalization of internally developed software costs. and $1.6 million in purchases of digital assets, partially offset by $2.6 million of proceeds from digital asset sales and $2.5 million of principal payments on marketable securities.

Net Cash from Financing Activities

Net cash provided by financing activities was $361.2 million for the three months ended March 31, 2026, during which we received total proceeds from debt of $2.2 billion, partially offset by $1.9 billion related to total principal payments on debt. Additionally, financing activities were impacted by $68.5 million in proceeds from servicing activity on behalf of third-party loan owners and $8.8 million in proceeds from stock option exercises, partially offset by $9.7 million in common stock repurchases and $8.5 million in taxes paid related to net share settlement of equity awards.

Net cash provided by financing activities was $196.0 million for the three months ended March 31, 2025, during which we received proceeds from debt of $1.0 billion, partially offset by $891.4 million related to principal payments on debt. Additionally, financing activities were impacted by $49.9 million in proceeds from servicing activity on behalf of third-party loan owners.

Other Changes in Financial Position

Noncontrolling interest in consolidated subsidiaries was $1.0 thousand at March 31, 2026, a decrease of $8.4 million from December 31, 2025, primarily due to the deconsolidation of Figure REIT, Inc. in March 2026. For further information on the deconsolidation, see Note 7, “Noncontrolling Interests in Consolidated Subsidiaries”, in the Condensed Consolidated Financial Statements.

Other Factors Affecting Liquidity and Capital Resources

Operating Lease Obligations

Our operating lease obligations consist of our lease of real property from third parties under noncancellable operating leases, including the lease of its current office spaces. Operating lease expense for our office space was $0.7 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively. Our office leases are scheduled to expire between 2026 and 2031.

Available Liquidity and Capital Resources

As of March 31, 2026, our cash, cash equivalents, and restricted cash was $1.5 billion, which included $434.5 million of cash held for the benefit of third parties. As of December 31, 2025, our cash, cash equivalents, and restricted cash was $1.3 billion, which included $364.9 million of cash held for the benefit of third parties. The restricted cash held by us primarily

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relates to cash held by us on behalf of third-party loan sellers or buyers that represent collection of principal and interest from loan borrowers that we remit to those third parties as servicer of those loans.

Issuer Purchases of Equity Securities

In connection with Figure’s secondary public offering in February 2026, the Company utilized approximately $10.0 million of cash on hand to repurchase 312,500 shares of its Class A common stock from the underwriters at the public offering price of $32.00 (the "Share Repurchase"). The shares acquired in the Share Repurchase are held in treasury. The completion of this transaction resulted in an approximately $10.0 million reduction in cash and cash equivalents and a corresponding increase in treasury stock, with no net impact on the total number of common shares outstanding.

Repurchases under the Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, accelerated share repurchase transactions, or by other means in accordance with applicable securities laws and regulations. The timing, number of shares repurchased, and prices paid will depend on market conditions, share price, trading volume, corporate considerations, and other factors. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company also treats shares of common stock withheld for tax purposes on behalf of employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are considered common stock repurchases under our authorized common stock repurchase program. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

This Share Repurchase Program does not obligate the Company to acquire any particular amount of stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

As of March 31, 2026, Figure repurchased no shares and has $200.0 million remaining authorized under the repurchase program.

Non-GAAP Financial Measures

In order to better help understand our financial performance, we use several key performance metrics that should be viewed independently of GAAP items, as these metrics are not intended to be combined with those items. Our determination and presentation of these metrics may differ from that of other companies. The presentation of these metrics is meant to be considered in addition to, not as a substitute for or in isolation from, our financial measures prepared in accordance with GAAP.

Adjusted Net Revenue

Adjusted Net Revenue is a non-GAAP financial measure used by our management to evaluate operating performance. Accordingly, we believe this measure provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. In addition, Adjusted Net Revenue provides a useful measure for period-to-period comparisons of our business, as it removes the effect of a non-cash, non-realized adjustment that is included in net revenue. Adjusted Net Revenue is defined as net revenue excluding the change in fair value of MSR and change in fair value of marketable securities associated with changes in our estimates that management has determined are not reflective of our operating performance, and net of interest paid to holders of YLDS.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures used by our management to evaluate operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, we believe these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. In addition, these measures provide useful information for period-to-period comparisons of our business, as it removes the effect of certain non-cash items, variable charges, non-recurring items, unrealized gains or losses or other similar non-cash items that are included in net income or expenses associated with the early stages of the business that are expected to ultimately terminate, pursuant to the terms of certain existing contractual arrangements or expected to continue at levels materially below the historical level, or that otherwise do not contribute directly to

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management’s evaluation of its operating results. Adjusted EBITDA is defined as net income excluding interest expense incurred in connection with our debt obligations other than debt associated with our funding of loans held for sale, income taxes, amortization and depreciation expense, stock-based compensation expense, non-cash changes in certain financial instruments, and other items that management has determined are not reflective of our operating performance. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by adjusted net revenue. The most directly comparable GAAP measure is net income margin (calculated as net income divided by total net revenue).

The Company added valuation changes in the fair value of marketable securities and YLDS funding costs to its definition of Adjusted Net Revenue, and valuation changes in the fair value of marketable securities, to its definition of Adjusted EBITDA effective March 31, 2026.

Management excludes period-to-period changes in the fair value of marketable securities from Adjusted Net Revenue and Adjusted EBITDA because they reflect non-cash, unrealized mark-to-market fluctuations driven by external market factors, including changes in discount rates, prepayment speeds, and credit spreads, that are not reflective of the Company's underlying operating performance.

The Company’s economic benefit from YLDS is the 35 basis point spread it retains on outstanding balances, regardless of the total amount of YLDS in circulation. Management therefore presents YLDS-related interest expense net of associated interest income within Adjusted Net Revenue, as it believes this net spread is the most meaningful measure of the YLDS's contribution to operating performance.

The following table presents a reconciliation of net revenue to adjusted net revenue, net income to adjusted EBITDA, and net income margin to adjusted EBITDA margin for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
(In thousands)	2026			2025
Total net revenue	$	167,007		$	84,510
Adjusted for:
Valuation changes in fair value of MSRs	(1,184)			4,703
Valuation changes in fair value of marketable securities(A)	2,468			(2,231)
YLDS funding costs(A)	(1,448)			—
Adjusted net revenue	$	166,843		$	86,982

Net income (loss)	$	45,047		$	(613)
Adjusted for:
Valuation changes in fair value of MSRs	(1,184)			4,703
Valuation changes in fair value of marketable securities(A)	2,468			(2,231)
Change in fair value of digital assets and related investments	4,783			9,962


Services exchanged for issuance of warrants(B)	—			2,927
Registration costs	2,318			1,519
Restructuring costs	26			758
Stock-based compensation expense(B)	25,878			2,414

Amortization of internally developed software costs(B)	4,712			3,943
Non-funding interest expense	5,593			3,732
Income tax provision	(6,945)			1,230
Adjusted EBITDA	$	82,696		$	28,344
Net income margin	27.0		%	(0.7)		%
Adjusted EBITDA margin	49.6		%	32.6		%

(A) The Company added valuation changes in the fair value of marketable securities and YLDS funding costs to its definition of Adjusted Net Revenue, and valuation changes in the fair value of marketable securities to its definition of Adjusted EBITDA effective March 31, 2026. These adjustments have been applied retrospectively to all periods presented.

(B) The Company has made immaterial adjustments, with no individual adjustment greater than $43 thousand, to correct the presentation of services exchanged for issuance of warrants, stock-based compensation expense, and amortization of internally developed software costs for the three months ended March 31, 2025.

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments, and estimates that can have a significant impact on amounts reported in our Condensed

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Consolidated Financial Statements. We evaluate our estimates and assumptions on an ongoing basis. We base our assumptions, judgments, and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Our significant accounting policies are described in Item 8, “Financial Statements and Supplementary Data,” Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We highlighted those policies that involve a higher degree of judgment and complexity with further discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K. There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2026, as compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We believe these policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

Recent Accounting Pronouncements

See Note 2 to our Condensed Consolidated Financial Statements for recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk from the disclosure included under “Quantitative and Qualitative Disclosures of Market risk” in our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are, and from time to time in the future may be, subject to legal proceedings and claims arising in the ordinary course of our business. We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.

ITEM 1A. RISK FACTORS

The Company's business, results of operations, and financial condition are subject to various risks described in the Company's Annual Report on Form 10-K. There have been no material changes to the risk factors identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sale of Securities

None

Use of Initial Public Offering Proceeds

On September 10, 2025, the SEC declared effective our Registration Statement on Form S‑1 (File No. 333‑289695), as amended, filed in connection with our IPO. There has been no material change in the planned use of the net proceeds from our IPO as described in our Prospectus.

Repurchases

On February 25, 2026, the Company’s Board of Directors authorized a Share Repurchase Program under which the Company may repurchase up to $200 million of its Class A and Blockchain common stock over the following 12 months subject to market conditions, contractual restrictions and other factors.

Repurchases under the Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, accelerated share repurchase transactions, or by other means in accordance with applicable securities laws and regulations. The timing, number of shares repurchased, and prices paid will depend on market conditions, share price, trading volume, corporate considerations, and other factors. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company also treats shares of common stock withheld for tax purposes on behalf of employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are considered common stock repurchases under our authorized common stock repurchase program. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

This Share Repurchase Program does not obligate the Company to acquire any particular amount of stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. As of March 31, 2026, the Company had not repurchased shares under this repurchase program.

The following table summarizes purchases of our own equity securities during the three months ended March 31, 2026 (dollars in thousands, except per share amounts):


Period	Total Number of Shares Purchased	Average Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
January 1-31	—	$	—	—	$	—
February 1-28 (1)	312,500	32.00		312,500	200,000,000
March 1-31	—	—		—	200,000,000
Total	312,500	$	32.00	312,500

(1) In February 2026 the Company completed a secondary public offering of 4,375,000 shares of its Series A Blockchain Common Stock. The selling stockholders in the offering agreed to sell 4,687,500 shares of Class A common stock to the underwriters; the Company did not raise proceeds through this offering. In conjunction with the offering, the Company repurchased 312,500 of Class A common stock, subsequently held in treasury,

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that were subject to the offering at an aggregate amount of approximately $10 million at $32.00 per share, which were incremental to the $200 million Board approved repurchase authorization on February 25, 2026.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

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ITEM 5. OTHER INFORMATION

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K

On May 14, 2026, the Board of Directors of the Company approved an amendment and restatement of its 2025 Incentive Award Plan (as amended and restated, the “2025 Plan”) to, among other things, eliminate automatic double-trigger vesting for awards assumed in connection with a Change in Control (as defined in the 2025 Plan) following the holder’s involuntary termination in order to provide the Company with increased flexibility.

Additionally, on May 14, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Todd Stevens, its Chief Capital Officer, providing for his eligibility for severance equal to 12 months of continued base salary payments in connection with a termination by the Company without Cause, as well as full vesting acceleration of any unvested equity-based awards held by Mr. Stevens upon his termination of service by the Company without Cause or resignation for Good Reason, in each case, within 12 months of a Change in Control (as each such term is defined in the Letter Agreement), subject to his execution of a release of claims in favor of the Company. Additionally, the Letter Agreement contains a 12 month post-termination non-competition covenant.

The Company also approved, on May 14, 2026, the following treatment for any unvested equity-based awards held by certain key employees, including Michael Tannenbaum (our Chief Executive Officer), Macrina Kgil (our Chief Financial Officer) and Todd Stevens, in connection with a “change in control” (as such term is defined in the applicable equity incentive plan document). If such a change in control occurs, and such employee’s unvested equity-based awards are not assumed and, on or within 12 months following such change in control, the Company (or its successor entity or a parent or subsidiary thereof) terminates such employee’s service for any reason (other than for “cause” (as such term is defined in the 2025 Plan) or as a result of death or disability) or such employee resigns with “good reason” (as defined below), then (i) the remaining unvested equity-based awards will fully accelerate, and (ii) any options will remain exercisable for six months following the date of termination (except as would be beyond such option’s expiration date). For purposes of this treatment, “good reason” means: (i) a material diminution of base salary, unless such diminution is part of a generalized salary reduction affecting similarly situated employees; provided that a diminution of 10% or less in any one calendar year will not be deemed material; (ii) a material diminution of authority, duties or responsibilities as an employee relative to such authority, duties or responsibilities in effect immediately prior to such diminution; provided that authority, duties and responsibilities will not be deemed to be materially reduced if the employee has reasonably comparable authority, duties and responsibilities as an employee with respect to the Company’s business following a Change in Control, regardless of any change in title or whether the employee subsequently provides services to a subsidiary, affiliate, business unit, division or otherwise; (iii) a material change in the principal geographic location at which the employee must perform services for the Company (relocation to a facility or a location that would not increase a one-way commute distance by more than 35 miles from the employee’s then principal residence shall not be considered a material change in geographic location); or (iv) a material breach by the Company of the agreement under which the employee provides services to the Company.

The description of the 2025 Plan and Letter Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the 2025 Plan and the Letter Agreement, which are filed as Exhibits 10.1, and 10.2, respectively, to this Quarterly Report on Form 10-Q.

(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

No officer, as defined in Rule 16a-1(f), or director adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended March 31, 2026.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following is a list of exhibits filed as part of this Quarterly Report.

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed/

Furnished

Herewith

3.1

Second Amended and Restated Articles of Incorporation

8-K

001-42829

3.1

9/12/2025

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3.2

Amended and Restated Bylaws of Figure Technology Solutions, Inc.

8-K

001-42829

3.2

9/12/2025

4.1

Form of Class A Common Stock Certificate

S-1/A

333-289695

4.1

9/2/2025

4.2

Form of Class B Common Stock Certificate

S-1/A

333-289695

4.2

9/2/2025

4.3

Assignment, Assumption and Amendment Agreement, dated as of August 29, 2025, by and among FT Intermediate, Inc., Figure Markets Holdings, Inc. and J. Digital 6 Cayman Ltd.

S-1/A

333-289695

4.3

9/8/2025

4.4

Form of Certificate of Designation for the Series A Blockchain Common Stock

S-1

333-291591

4.2

2/11/2026

10.1

A mended and Restated 2025 Incentive Award Plan

10.2

Letter Agreement, dated May 14, 2026, among Figure Technology Solutions, Inc. and Todd Stevens

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Figure Technology Solutions, Inc.

Date:

May 14, 2026

By:

/s/ Michael Tannenbaum

Michael Tannenbaum

Chief Executive Officer and Director

Date:

May 14, 2026

By:

/s/ Macrina Kgil

Macrina Kgil

Chief Financial Officer

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Document

Exhibit 10.1

FIGURE TECHNOLOGY SOLUTIONS, INC.

AMENDED AND RESTATED

2025 INCENTIVE AWARD PLAN

ARTICLE I. PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II. ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III. ADMINISTRATION AND DELEGATION

3.1Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

3.2Appointment of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers under the Plan to one or more Committees or one or more committees of directors or officers of the Company or any of its Subsidiaries; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder. The Board or the Administrator, as applicable, may rescind any such delegation, abolish any such Committee or committee and/or re-vest in itself any previously delegated authority at any time.

ARTICLE IV.

STOCK AVAILABLE FOR AWARDS

4.1Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares. As of the Effective Date, the Company will cease granting awards under the Prior Plan; however, Prior Plan Awards will remain subject to the terms of the applicable Prior Plan.

Exhibit 10.1

4.2Share Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan Award, the unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award grants under the Plan. In addition, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding obligation with respect to an Award or Prior Plan Award (including Shares retained by the Company from the Award or Prior Plan Award being exercised or purchased and/or creating the tax obligation) as well as Shares purchased on the open market by the Company with the cash proceeds from the exercise of Options, will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 4.1 and shall not be available for future grants of Awards: (i) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof.

4.3Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 213,396,150 Shares may be issued pursuant to the exercise of Incentive Stock Options.

4.4Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees, Consultants or Directors prior to such acquisition or combination.

4.5Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan and the requirements of Applicable Law and/or pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director Compensation Policy”). The sum of any cash compensation, or other compensation, and the value

Exhibit 10.1

(determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $750,000, increased to $1,000,000 in the fiscal year of a non-employee Director’s initial service as a non-employee Director (the “Director Limit”). The Administrator may make exceptions to the Director Limit in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.

ARTICLE V.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

5.1General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one share on the date of exercise over the exercise price per share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option (subject to Section 5.6) or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.

5.3Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that, subject to Section 5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right (other than an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option or Stock Appreciation Right shall be extended until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the ten year term of the applicable Option or Stock Appreciation Right. Unless otherwise determined by the Administrator in the Award Agreement or by action of the Administrator following the grant of the Option or Stock Appreciation Right,

(i) no portion of an Option or Stock Appreciation Right which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable and (ii) the portion of an Option or Stock Appreciation Right that is unexercisable at a Participant’s Termination of Service shall

Exhibit 10.1

automatically expire sixty (60) days following such Termination of Service. Notwithstanding the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines.

5.4Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

5.5Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

(a)cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;

(b)if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

(c)to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;

(d)to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;

(e)to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

(f)to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.

5.6Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed

Exhibit 10.1

five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a Fair Market Value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.

ARTICLE VI.

RESTRICTED STOCK; RESTRICTED STOCK UNITS

6.1General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such Shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement.

6.2Restricted Stock.

(a)Rights as Stockholders. Subject to the Company’s right of repurchase as described above, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all of the rights of a stockholder with respect to said Shares, subject to the restrictions in the Plan.

(b)Dividends. Participants holding Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Shares prior to vesting shall only be paid out to the Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. All such dividend payments will be made no later than March 15 of the calendar year following the calendar year in which the right to the dividend payment becomes nonforfeitable.

(c)Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of Restricted Stock, together with a stock power endorsed in blank.

6.3Restricted Stock Units.

Exhibit 10.1

Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.

(d)Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.

ARTICLE VII.

OTHER STOCK OR CASH BASED AWARDS; DIVIDEND EQUIVALENTS

7.1Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines.

7.2Dividend Equivalents. A grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with the right to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Stocks and subject to the same restrictions on transferability and forfeitability as the Award with which the Dividend Equivalents are paid and subject to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents with respect to an Award shall only be paid out to the Participant to the extent that the vesting conditions applicable to the underlying Award are satisfied. All such Dividend Equivalent payments will be made no later than March 15 of the calendar year following the calendar year in which the right to the Dividend Equivalent payment becomes nonforfeitable in accordance with the foregoing, unless otherwise determined by the Administrator.

ARTICLE VIII.

ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

8.1Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

8.2Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance

Exhibit 10.1

of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a)To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

(b)To provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c)To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

(d)To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV on the maximum number and kind of shares which may be issued, including pursuant to any Non-Employee Director Compensation Policy) and/or in the terms and conditions of (including the grant or exercise price or applicable performance goals), and the criteria included in, outstanding Awards;

(e)To replace such Award with other rights or property selected by the Administrator;

and/or

(f)To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

8.3Effect of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control occurs and a Participant’s Award is not continued, converted, assumed or replaced with a substantially similar award by (a) the Company, or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Award shall become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other

Exhibit 10.1

restrictions on such Award shall lapse, in which case, such Award shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration payable to other holders of Shares (i) which may be on such terms and conditions as apply generally to holders of Shares under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to the number of Shares subject to such Award and net of any applicable exercise price; provided that to the extent that any Award constitutes “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon under Section 409A (including payments as a result of any termination of “nonqualified deferred compensation” Awards permitted under Section 409A in connection with a Change in Control), the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further, that if the amount to which the Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. The Administrator shall determine whether an Assumption of an Award has occurred in connection with a Change in Control.

8.4Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to 60 days before or after such transaction.

8.5General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX.

GENERAL PROVISIONS APPLICABLE TO AWARDS

9.1Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except for certain beneficiary designations, by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. Any permitted transfer of an Award hereunder shall be without consideration, except as required by Applicable Law, and such Award

Exhibit 10.1

transferred to a permitted transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant and the Participant or transferor and the receiving permitted transferee shall execute any and all documents requested by the Administrator. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.

9.2Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. The Award Agreement will contain the terms and conditions applicable to an Award. Each Award may contain terms and conditions in addition to those set forth in the Plan.

9.3Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4Termination of Status. The Administrator will determine how the disability, death, retirement, an authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

9.5Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by Applicable Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. In the absence of a contrary determination by the Company (or, with respect to withholding pursuant to clause (ii) below with respect to Awards held by individuals subject to Section 16 of the Exchange Act, a contrary determination by the Administrator), all tax withholding obligations will be calculated based on the maximum applicable statutory withholding rates. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. Notwithstanding any other provision of the Plan, the number of Shares which may be so delivered or retained pursuant to clause (ii) of the immediately preceding sentence shall be limited to the number of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate

Exhibit 10.1

in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America); provided, however, to the extent such Shares were acquired by Participant from the Company as compensation, the Shares must have been held for the minimum period required by applicable accounting rules to avoid a charge to the Company’s earnings for financial reporting purposes; provided, further, that, any such Shares delivered or retained shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole Share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America. If any tax withholding obligation will be satisfied under clause (ii) above by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

9.6Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the stockholders of the Company,

(i) reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.

9.7Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

9.8Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.

Exhibit 10.1

9.10Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (i) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (ii) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (iii) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (v) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (vi) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

ARTICLE X.

MISCELLANEOUS

10.1No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or any of its Subsidiaries. The Company and its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or in the Plan.

10.2No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

10.3Effective Date and Term of Plan. The Plan became effective on September 10, 2025 (the “Effective Date”) and will remain in effect until September 1, 2035, the tenth anniversary of the date the Board adopted the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after September 1, 2035, but Awards previously granted may extend beyond that date in accordance with the Plan.

10.4Amendment of Plan. The Board may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before

Exhibit 10.1

such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

10.5Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address requirements of Applicable Laws and differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters; provided, however, that no such subplans and/or modifications shall increase the Overall Share Limit or the Director Limit.

10.6Section 409A.

(a)General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b)Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

10.7Limitations on Liability. To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

10.8Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities

Exhibit 10.1

under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

10.9Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents in this Section 10.9, the Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

10.10Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

(a)Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

Exhibit 10.1

10.11Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

10.12Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of Nevada without giving effect to principles of conflicts of laws.

10.13Claw-back Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement.

10.14Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

10.15Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws. For the avoidance of doubt and notwithstanding anything herein to the contrary, any provisions relating to exculpation or indemnification of directors, officers, employees or others under the Plan and all Awards will be administered and construed in accordance with Applicable Laws and the Company’s certificate of incorporation, bylaws, and other governing documents

10.16Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

ARTICLE XI. DEFINITIONS

As used in the Plan, the following words and phrases will have the following meanings:

11.1“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. Notwithstanding the foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Directors and, with respect to such Awards, the term “Administrator” as used in the Plan shall be deemed to refer to the Board.

11.2“Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state corporate, securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.

Exhibit 10.1

11.3“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards.

11.4“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

11.5“Board” means the Board of Directors of the Company.

11.6“Cause” with respect to a Participant, “Cause” (or any term of similar effect) as defined in such Participant’s employment or service agreement with the Company or an affiliate thereof if such an agreement exists and contains a definition of Cause (or term of similar effect), or, if no such agreement exists or such agreement does not contain a definition of Cause (or term of similar effect), then “Cause” shall mean one or more of the following: (A) failure to perform Participant’s material duties, after written notice of such performance has been given to Participant with 30 days to cure such nonperformance, or any material breach or violation by the Participant of any provision of any agreement or understanding between the Company or any Subsidiary or other affiliate of the Company and the Participant regarding the terms of the Participant’s service as an employee, officer, director or consultant to the Company or a Subsidiary or other affiliate of the Company; (B) the unlawful use (including being under the influence) or possession of illegal drugs by Participant on the premises of the Company or any Subsidiary or while performing Participant’s duties and responsibilities; (C) commission of a felony, a crime of moral turpitude or a misdemeanor involving fraud or dishonesty (for avoidance of doubt, a single driving while intoxicated (or other similar charge) shall not be considered a felony or crime of moral turpitude); (D) the perpetration of any act of fraud, embezzlement, misappropriation or dishonesty against or affecting the Company, any of its affiliates, or any customer, agent or employee thereof; (E) breach of fiduciary duty that causes or would reasonably be expected to cause material harm to the Company or any Subsidiary; (F) insolent or abusive conduct in the workplace, including but not limited to, harassment of others of a racial or sexual nature after notice of such behavior; (G) taking any action which is intended to harm or disparage the Company, holdings, their affiliates, or their reputations, or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company, holdings or their affiliates; (H) any material violation by the Participant of any law or regulation applicable to the business of the Company or a Subsidiary or other affiliate of the Company; or (I) engaging in any act of material self-dealing without prior notice to and consent by the Board.

11.7“Change in Control” means and includes each of the following:

(a)A transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

Exhibit 10.1

(b)During any period of twelve consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a a majority of the Directors then still in office who either were Directors at the beginning of the twelve month period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or shares of another entity, in each case other than a transaction:

(i)which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

11.8“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

11.9“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3;

Exhibit 10.1

however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

11.10“Common Stock” means the Class A common stock of the Company (or, if determined by the Administrator, the Class B common stock of the Company), par value $0.00001.

11.11“Company” means Figure Technology Solutions, Inc., a Nevada incorporated company, or any successor.

11.12“Consultant” means any person, including any adviser, engaged by the Company or any of its Subsidiaries to render services to such entity if the consultant or adviser: (a) renders bona fide services to the Company; (b) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (c) is a natural person.

11.13“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

11.14“Director” means a Board member.

11.15“Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

11.16“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

11.17“Employee” means any employee of the Company or its Subsidiaries.

11.18“Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, or other large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the share price of Shares (or other securities of the Company) and causes a change in the per share value of the Shares underlying outstanding Awards.

11.19“Exchange Act” means the Securities Exchange Act of 1934, as amended.

11.20“Fair Market Value” means, as of any date, the value of a Share determined as follows: (a) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion.

Exhibit 10.1

Notwithstanding the foregoing, with respect to any Award granted on the pricing date of the Company’s initial public offering, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

11.21“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.

11.22“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

11.23“Non-Qualified Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.

11.24“Option” means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Option.

11.25“Organizational Documents” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee.

11.26“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.

11.27“Overall Share Limit” means the sum of (a) 21,339,615 Shares; (b) any Shares which remain available for issuance under the Prior Plan as of the Effective Date; and (c) any Shares which are subject to Prior Plan Awards as of the Effective Date which, following the Effective Date, become available for issuance under the Plan pursuant to Article IV; and (d) an annual increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035, equal to the lesser of (i) 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding (on an as-converted basis) as of the last day of the immediately preceding fiscal year and (ii) such smaller number of Shares as is determined by the Board.

11.28“Participant” means a Service Provider who has been granted an Award.

11.29“Performance Criteria” means the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include (but is not limited to) the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or

Exhibit 10.1

dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.

11.30“Plan” means this Amended and Restated 2025 Incentive Award Plan.

11.31“Prior Plan” means the Figure Technologies Inc. 2018 Equity Incentive Plan, as may have been amended.

11.32“Prior Plan Award” means an award outstanding under the Prior Plan as of the Effective

Date.

11.33“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.34“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.35“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

11.36“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

11.37“Securities Act” means the Securities Act of 1933, as amended.

11.38“Service Provider” means an Employee, Consultant or Director.

11.39“Shares” means shares of Common Stock.

11.40“Stock Appreciation Right” means a stock appreciation right granted under Article V.

11.41“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

Exhibit 10.1

11.42“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

11.43“Termination of Service” means the date the Participant ceases to be a Service Provider.

* * * * *

Document

Exhibit 10.2

FIGURE TECHNOLOGY SOLUTIONS, INC.

May 14, 2026

Todd Stevens

By email delivery

Re: Severance & Non-Competition

Dear Todd,

Reference is made to the Figure Technology Solutions, Inc. 2018 Equity Incentive Plan (as amended and/or restated from time to time, the “2018 Plan”), the Figure Markets Holdings, Inc. 2024 Equity Incentive Plan (as amended and/or restated from time to time, the “2024 Plan”) and the Figure Technology Solutions, Inc. 2025 Incentive Award Plan (as amended and/or restated from time to time, the “2025 Plan”, and together with the 2018 Plan, the 2024 Plan and any successor plans, the “Incentive Plans”). As you know, you have been granted certain equity-based awards under one or more of the Incentive Plans, subject to the terms of the applicable Incentive Plan and an applicable award agreement and may be granted additional equity-based awards in the future. The Company has agreed to modify the terms of your currently outstanding and unvested Equity-Based Awards and provide for the following treatment with respect to any future Equity-Based Awards you may be granted (your “Equity-Based Awards”) as follows.

Notwithstanding the standard vesting schedule of your Equity-Based Awards, in the event that your continuous status as a service provider of the Company (or any subsidiary or affiliate of the Company) is terminated by the Company without Cause (as defined in the 2025 Plan) or if you resign for Good Reason (as defined below), in each case, within twelve (12) months of a Change in Control (as defined in the 2025 Plan), 100% of the unvested portion of any Equity-Based Awards outstanding as of your termination date shall immediately and automatically become fully vested and non-forfeitable (the “Vesting Acceleration”); provided however, that the Vesting Acceleration is subject in all respects to (i) your timely execution of a release of claims in favor of the Company and its affiliates, in form and substance reasonably acceptable to the Company (the “Release”) and such Release becoming effective within sixty (60) days following your termination date, and (ii) your continuous compliance with the terms of this letter agreement and the Release (collectively, the “Release Requirement”).

For purposes of this letter Agreement “Good Reason” means, without your consent and subject to the notice, cure and other requirements set forth below: (i) a material diminution of your base salary, unless such diminution is part of a generalized salary reduction affecting similarly situated employees; provided that a diminution of 10% or less in any one calendar year will not be deemed material; (ii) a material diminution of your authority, duties or responsibilities as an employee relative to such authority, duties or responsibilities in effect immediately prior to such diminution; provided that your authority, duties and responsibilities will not be deemed to be materially reduced if you have reasonably comparable authority, duties and responsibilities as an employee with respect to the Company’s business following a Change of Control, regardless of any change in title or whether you subsequently provide services to a subsidiary, affiliate, business unit, division or otherwise; (iii) a material change in the principal geographic location at which you must perform services for the Company (your relocation to a facility or a location that would not increase your one-way commute distance by more than 35 miles from your then principal residence shall not be considered a material change in geographic location); or (iv) a material breach by the Company of the agreement under which you provide services to the Company.

Additionally, in the event that your service is terminated by the Company without Cause and you comply with the Release Requirement, you shall receive twelve (12) months of continued payment of your base salary (as in effect on your date of termination), less applicable tax withholding, (the “Severance Payments”) beginning on your termination date; provided that no such payment will be made until the sixtieth (60th) day following your termination date (with any accumulated amounts being paid on such sixtieth (60th) day.

In exchange for your right to the Vesting Acceleration and the Severance Payments, you hereby agree that during the course of your employment with the Company and for a period of twelve (12) months immediately following the termination of your service relationship with the Company, whether you resign voluntarily or are terminated by the Company involuntarily, you will not, without the prior written consent of the Company, whether paid or not: (i) serve as a partner, principal, licensor, licensee, employee, consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise for, (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate yourself with, any business whose business, products or operations are in any respect involved in the Covered Business (as defined below). The foregoing covenant shall cover your activities in every part of the Territory (as defined below). Should you obtain other employment during your employment with the Company or within twelve (12) months immediately following the termination of your service relationship with the Company, you agree to provide written notification to the Company as to the name and address of your new employer, the position that you expect to hold, and a general description of your duties and responsibilities, at least three (3) business days prior to starting such employment.

For the purposes of this letter agreement, “Covered Business” means any business in which the Company is engaged or in which the Company has plans to be engaged, or any service that the Company provides or has plans to provide.

For purposes of this letter agreement, “Territory” means (i) all counties in the state or commonwealth in which you perform services for the Company at the commencement of your employment with the Company; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of your relationship with the Company; and (iii) any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of your relationship with the Company.

This letter agreement is not intended to and does not change in any way the at-will nature of your employment and may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party against whom or which enforcement of such waiver is sought. This letter agreement is binding on and is for the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators and other legal representatives. You may not assign, transfer, alienate, sell, pledge or encumber, whether voluntarily, involuntarily or by operation of law, any of your rights under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to any conflict of law principles. This letter agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior understandings or agreements with respect thereto. This letter agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A .pdf or other electronic signature shall be deemed to be and have the effect of an original signature.

Please indicate your acknowledgement of, and agreement with, the foregoing by countersigning this letter in the space provided below and returning the same via email to Ronald Chillemi at the Company at rchillemi@figure.com.

Sincerely,

FIGURE TECHNOLOGY SOLUTIONS, INC.

By: /s/ Ronald Chillemi

Name: Ronald Chillemi

Title: Chief Legal Officer

Agreed and Accepted

/s/ Todd Stevens

Todd Stevens

Document

Exhibit 31.1

CERTIFICATIONS

I, Michael Tannenbaum, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Figure Technology Solutions, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)[Omitted];

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 14, 2026	By:	/s/ Michael Tannenbaum

		Michael Tannenbaum
		Chief Executive Officer and Director
		(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATIONS

I, Macrina Kgil, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Figure Technology Solutions, Inc.;

(b)[Omitted];

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 14, 2026	By:	/s/ Macrina Kgil

		Macrina Kgil
		Chief Financial Officer
		(Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Figure Technology Solutions, Inc. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 14, 2026	By:	/s/ Michael Tannenbaum

		Michael Tannenbaum
		Chief Executive Officer and Director
		(Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 14, 2026	By:	/s/ Macrina Kgil

		Macrina Kgil
		Chief Financial Officer
		(Principal Financial Officer)