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8-K

Figure Technology Solutions, Inc. (FIGR)

8-K 2025-11-13 For: 2025-11-13
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Added on April 11, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549


FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934


Dateof Report (Date of earliest event reported): November 13, 2025

FigureTechnology Solutions, Inc.

(Exactname of registrant as specified in its charter)

Nevada 001-42829 99-2556408
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)
100 West Liberty Street, Suite 600<br><br> <br>Reno, Nevada 89501
--- ---
(Address of principal executive offices) (Zip Code)

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


Not

Applicable

(Formername or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---

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

Title of each class Trading Symbol Nameof each exchange on which registered
Class A Common Stock, par value $0.0001 per share FIGR The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item2.02 Results of Operations and Financial Condition.


On November 13, 2025, Figure Technology Solutions, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01Financial Statements and Exhibits.


(d) The following exhibits are being filed herewith:

Exhibit No. Description
99.1 Press Release, dated November 13, 2025
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

FIGURE<br> TECHNOLOGY SOLUTIONS, INC.
Date:<br> November 13, 2025 By: /s/ Michael Tannenbaum
Michael<br> Tannenbaum
Chief<br> Executive Officer and Director

Exhibit 99.1

FIGURETECHNOLOGY SOLUTIONS REPORTS THIRD QUARTER 2025 RESULTS


NEW YORK, November 13, 2025 /Globe/ — Figure Technology Solutions (Nasdaq: FIGR), the leading blockchain-native capital marketplace for the origination, funding, sale and trading of tokenized assets, today announced financial results for the quarter ended September 30, 2025.

“We recently completed our successful initial public offering and are pleased to report a strong first quarter as a public company. The continued success of Figure’s marketplace approach to tokenized consumer loan origination drove significant growth in earnings, with Net Income increasing 227% year-over-year while also achieving an Adjusted EBITDA margin of 55%, underscoring the scalability of our blockchain-based model. Alongside margin expansion, we delivered solid performance across our key metrics, consumer loan marketplace volume, Adjusted Net Revenue, and growth across our blockchain ecosystem pillars, positioning Figure to finish 2025 with continued momentum.”

- Michael Tannenbaum, CEO

Q32025 Financial Highlights


Consumer<br> Loan Marketplace volume was $2.5 billion in the quarter, a 70% increase from the prior year. This included Figure Connect volume<br> of $1.1 billion, up from $767 million in the second quarter. The Figure Connect platform was launched in June 2024.
Net<br> Revenue increased 55% year-over-year. Adjusted Net Revenue was $156 million, up 42% from third quarter 2024.
Net<br> Income increased 227% year-over-year to $90 million.
Adjusted<br> EBITDA increased 75% year-over-year to $86 million; Adjusted EBITDA margin reached 55%, up 10 percentage points year-over-year.
The<br> company completed its initial public offering of its shares on September 12, 2025, issuing 36 million shares, including 28 million<br> primary shares, for net proceeds of $663 million.

Q32025 Financial Highlights


$000s unless noted Q3 Q3 9M YTD 9M YTD Q3 9M YTD
(Unaudited) 2025 2024 2025 2024 YoY % YoY%
GAAP Results
Net Revenue 156,365 101,007 346,952 257,030 55 % 35 %
Net Income 89,822 27,427 119,203 14,026 227 % 750 %
Earnings per Share - Basic $ 0.42 $ 0.09 $ 0.48 $ 0.00 367 % -
Earnings per Share - Diluted $ 0.34 $ 0.09 $ 0.38 $ 0.00 278 % -
Non-GAAP Results
Adjusted Net Revenue 156,034 110,034 357,172 262,546 42 % 36 %
Adjusted EBITDA 86,386 49,437 169,827 85,988 75 % 98 %
Adjusted EBITDA Margin 55.4 % 44.9 % 47.5 % 32.8 % +10.5 p.p. +14.7 p.p.
Selected Metrics<br> <br>****<br> <br>$ Millions unless noted Q3 Q3 9M YTD 9M YTD Q3 9M YTD
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited) 2025 2024 2025 2024 YoY % YoY%
Ecosystem Volume 2,538 1,837 6,040 4,344 38 % 39 %
Consumer Loan Marketplace Volume 2,469 1,450 5,673 3,957 70 % 43 %
Figure Connect Volume 1,131 - 2,376 - - -
Net Take Rate 4.4 % 5.3 % 4.1 % 4.4 % -0.9 p.p. -0.3 p.p.

Q32025 Business Highlights

Figure<br> Connect volume reached 46% of Consumer Loan Marketplace volume in the quarter.
First-lien<br> volume as a percentage of Consumer Loan Marketplace volume increased 650 bps to 17% compared to the third quarter of 2024.
Volume<br> from new product categories exceeded $80 million in the third quarter, including Crypto Backed Loans, Small/Medium Business Loans,<br> Debt Service Coverage Ratio Loans and HELOC for Seniors Interest-Only Mortgage Loans.
Figure<br> ended the quarter with 246 active partners in its ecosystem and added one of the largest loan servicers in the United States.
Democratized<br> Prime now includes three different classes: HELOC, Crypto-Backed Loans, and Exchange Margin. Synergy One, an existing Figure mortgage<br> partner, joined the Democratized Prime platform, representing the platform’s first institutional client.
$YLDS<br> balance as of November 13, 2025 is approaching $100 million, up from $4 million in the second quarter. Figure recently partnered<br> with both Sui Foundation and Solana Foundation to drive further growth.

WebcastInformation


Figure will host a conference call and webcast at 8:30 a.m. Eastern Time, Friday, November 14, 2025 to discuss its results and outlook. A link to the live discussion and accompanying presentation will be made available on the Company’s investor relations website at https://investors.figure.com/. A replay will also be made available following the discussion at the same website.

Forward-LookingStatements Disclosure


This press release contains forward-looking statements intended to be covered by the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including without limitation statements regarding our future financial performance, including our expectations regarding our revenue, cost of revenue, operating 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; and our ability to successfully execute our business and growth strategy; and anticipated trends, growth rates, and challenges in our business, the cryptoeconomy, the price, and market capitalization of digital assets and in the markets in which we operate are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially from those 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, and similar expressions. Forward-looking statements are predictions based 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 statements speak only as of the date of this press release.

Important factors that could cause actual results to differ materially include, among others: 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 remediate previously identified material weaknesses and meet our post-IPO 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 Class A common stock; and the other risks described in “Risk Factors” in our final prospectus dated September 10, 2025 filed pursuant to Rule 424(b)(4), and in our other filings with the SEC.

You should read this press release and the documents we reference in it with the understanding that actual future results may differ materially from our expectations. We qualify all forward-looking statements in this press release by these cautionary statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events, changed circumstances, or otherwise.

AboutNon-GAAP Financial Measures and Other Performance Metrics


FinancialMeasures


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.


AdjustedNet 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 associated with changes in our estimates that management has determined are not reflective of our operating performance.

AdjustedEBITDA


Adjusted EBITDA is a non-GAAP financial measure 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 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 EBITDA provides a useful measure 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 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.

The following table presents a reconciliation of Net Revenue to Adjusted Net Revenue and Net Income to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:

AdjustedEBITDA Margin


Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Adjusted Net Revenue.

Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Total Net Revenue $ 156,365 $ 101,007 $ 346,952 $ 257,030
Plus: Valuation Changes in Fair Value of MSRs (331 ) 9,027 10,220 5,516
Adjusted Net Revenue $ 156,034 $ 110,034 $ 357,172 $ 262,546
Net Income (Loss) $ 89,822 $ 27,427 $ 119,203 $ 14,026
Plus: Valuation Changes in Fair Value of MSRs (331 ) 9,027 10,220 5,516
Plus: Change in Fair Value of Digital Assets and Related Investments (3,745 ) (1,658 ) 3,546 (7,988 )
Plus: Impairment of Capitalized Software 8,591
Plus: Impairment of Digital Assets 1 5,851
Plus: Services Exchanged for Issuance of Warrants 2,459 2,572 7,863 4,019
Plus: Registration Costs 2,430 4,277
Plus: Restructuring Costs 689 3,672 2,497
Plus: Stock-Based Compensation Expense 17,469 4,533 22,730 34,526
Plus: Amortization of Internally Developed Software Costs 4,304 3,811 12,381 13,255
Plus: Non-Funding Interest Expense 4,752 2,471 12,811 3,907
Plus: Income Tax Provision (31,463 ) 1,253 (26,876 ) 1,788
Adjusted EBITDA $ 86,386 $ 49,437 $ 169,827 $ 85,988
Adjusted EBITDA Margin 55.4 % 44.9 % 47.5 % 32.8 %

AboutFigure


Figure Technology Solutions, Inc. (Nasdaq: FIGR) is the leading blockchain-native capital marketplace for the origination, funding, sale and trading of tokenized assets. More than 240 partners use its loan origination system and capital marketplace. Collectively, Figure and its partners have originated over $18 billion of loans to date, among other products, making Figure’s ecosystem the largest non-bank provider of home equity financing. The fastest growing components are Figure Connect, its consumer credit marketplace, and Democratized Prime, Figure’s on-chain lend-borrow marketplace. Figure’s ecosystem also includes DART (Digital Asset Registry Technology) for asset custody and lien perfection, and $YLDS, an SEC-registered yield-bearing stablecoin that operates as a tokenized money market fund.

Figure is the market leader in real world asset (RWA) tokenization and its most recent securitization received a AAA rating from S&P and Moody’s, the first of its kind for blockchain finance. For more information, visit https://figure.com or follow Figure on LinkedIn.

FIGURETECHNOLOGY SOLUTIONS, INC.

CONDENSEDCONSOLIDATED BALANCE SHEETS (UNAUDITED)

(inthousands, except share and per share data)


December 31,<br><br> <br>2024
Assets
Current assets:
Cash and cash equivalents 1,097,123 $ 287,256
Restricted cash 64,590 57,777
Loans held for sale, at fair value 389,032 395,922
Digital assets (101,408 and 76,362 at fair value) 102,913 77,862
Accounts receivable, net 46,238 20,998
Other current assets 59,828 14,875
Total current assets 1,759,724 854,690
Loan servicing asset, at fair value 100,000 88,497
Marketable securities, at fair value 239,694 163,489
Digital assets, non-current 7,272 9,704
Loan to related parties 9,927 9,372
Other non-current assets 40,172 33,826
Total assets 2,156,789 $ 1,159,578
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities 55,320 $ 37,217
Payables to third-party loan owners 336,547 212,619
Debt, current (18,962 and — at fair value) 268,923 305,294
Other current liabilities 117,385 70,401
Total current liabilities 778,175 625,531
Debt, non-current 197,827 167,882
Lease liability, non-current 4,227 2,790
Total liabilities 980,229 796,203
Stockholders’ equity:
Convertible Preferred stock — no shares authorized, issued and outstanding at September 30, 2025; 0.00001 par value per share: 115,983,447 shares authorized, 111,900,495 issued and outstanding at December 31, 2024, liquidation preference 528,566,000 2
Common stock — no shares authorized, issued and outstanding at September 30, 2025; 0.00001 par value per share: 240,820,153 shares authorized, 69,300,284 issued and outstanding at December 31, 2024 2
Preferred stock — 0.0001 par value per share: 100,000,000 shares authorized, no shares issued and outstanding at September 30, 2025; no shares authorized, issued and outstanding at December 31, 2024
Class A common stock — 0.0001 par value per share: 1,000,000,000 shares authorized, 174,853,649 shares issued and outstanding at September 30, 2025; no shares authorized, issued and outstanding at December 31, 2024 17
Class B common stock — 0.0001 par value per share: 200,000,000 shares authorized, 37,893,047 shares issued and outstanding at September 30, 2025; no shares authorized, issued and outstanding at December 31, 2024 4
Blockchain common stock — 0.0001 par value per share: 500,000,000 shares authorized, no shares issued and outstanding at September 30, 2025; no shares authorized, issued and outstanding at December 31, 2024
Additional paid-in capital 1,369,956 675,945
Accumulated deficit (202,153 ) (320,851 )
Total Figure Technology Solutions, Inc. stockholders’ equity 1,167,824 355,098
Noncontrolling interests in consolidated subsidiaries 8,736 8,277
Total stockholders’ equity 1,176,560 363,375
Total liabilities and stockholder’s equity 2,156,789 $ 1,159,578

All values are in US Dollars.

FIGURETECHNOLOGY SOLUTIONS, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(inthousands, except share and per share data)

Three Months Ended<br> <br><br> <br>September 30, Nine Months Ended<br> <br>September30,
2025 2024 2025 2024
Net Revenue
Ecosystem and technology fees $ 35,691 $ 7,323 $ 79,445 $ 19,830
Servicing fees 7,882 6,483 22,537 18,389
Interest income 17,864 12,772 50,502 32,475
Origination fees 21,415 18,940 50,142 51,244
Gain on sale of loans, net 63,561 57,434 131,896 116,069
Gain (loss) on servicing asset, net 9,332 (2,057 ) 11,502 18,580
Other revenue 620 112 928 443
Total net revenue 156,365 101,007 346,952 257,030
Expenses
General and administrative 36,366 15,890 71,603 78,428
Technology and product development 15,915 16,080 49,349 46,407
Operations and processing 18,217 11,333 45,342 33,275
Sales and marketing 22,144 15,031 54,077 40,979
Interest expense 12,450 14,761 35,798 41,951
Other (income) expense (1,445 ) 1,775 2,268 5,951
Total expenses 103,647 74,870 258,437 246,991
Operating income 52,718 26,137 88,515 10,039
Other income, net
Other income, net 5,641 2,543 3,812 5,775
Total other income, net 5,641 2,543 3,812 5,775
Income before income taxes 58,359 28,680 92,327 15,814
Income tax provision (31,463 ) 1,253 (26,876 ) 1,788
Net income 89,822 27,427 119,203 14,026
Net income attributable to noncontrolling interests in consolidated subsidiaries 246 88 505 2,288
Net income attributable to Figure Technology Solutions, Inc. $ 89,576 $ 27,339 $ 118,698 $ 11,738
Net income per share of Class A and Class B common stock
Basic $ 0.42 $ 0.09 $ 0.48 $ 0.00
Diluted $ 0.34 $ 0.09 $ 0.38 $ 0.00
Weighted-average Class A and Class B common shares outstanding
Basic 103,571,820 68,568,542 80,896,185 63,700,455
Diluted 129,922,329 73,585,747 103,106,387 69,854,927

FIGURETECHNOLOGY SOLUTIONS, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(inthousands)

NineMonths Ended<br> <br>September 30,
2025 2024
Operating Activities:
Net income $ 119,203 $ 14,026
Adjustments to reconcile net loss to net cash flows used in operating activities:
Gain on servicing asset, net (11,502 ) (18,580 )
Gain on sale of loans, net (126,130 ) (116,069 )
Loss (gain) on sale of digital assets (2,979 ) (7,065 )
Income from fund and equity method investments 475 296
Amortization of deferred financing costs 732 712
Amortization of internally developed software 12,381 13,255
Impairment of internally developed software costs 8,591
Impairment of digital assets 5,851
Services exchanged for issuance of warrants 7,863 4,019
Stock-based compensation expense 22,730 34,526
Losses on repurchased loans 2,268 5,951
Net change in operating assets and liabilities:
Proceeds from loan sales, net of repurchases 4,599,255 3,553,500
Originations of loans held for sale (2,561,856 ) (2,409,864 )
Purchases of loans held for sale (2,221,013 ) (1,568,000 )
Principal payments on loans held for sale 324,568 334,777
Purchases of marketable securities (141,878 ) (81,622 )
Proceeds from sale of marketable securities 872
Principal payments on marketable securities 62,517 8,342
Accounts receivable, net (25,240 ) 3,682
Other assets (54,528 ) (12,994 )
Accounts payable and other liabilities 42,431 11,429
Net cash provided by (used in) operating activities 49,297 (214,365 )
Investing activities:
Capitalization of internally developed software costs (16,077 ) (12,498 )
Investment contributions (2,477 ) (3,314 )
Purchases of digital assets (9,938 ) (25,777 )
Proceeds from sales of digital assets 12,634 10,842
Loan receivable issued to related parties (2,030 )
Payment on note receivable from related parties 809
Distributions from investments 797
Realized losses on futures (5,766 )
Sale of internally developed software 1,000
Net cash used in investing activities (20,827 ) (30,968 )
Financing activities:
Proceeds from debt 4,169,636 3,459,213
Principal payments on debt (4,175,300 ) (3,217,322 )
Payments of deferred financing costs (1,494 ) (1,574 )
Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions 663,443
Proceeds from servicing activity on behalf of third-party loan owners 123,086 60,390
Proceeds from issuance of preferred stock 71,774
Distributions to shareholders (2,765 )
Proceeds from exercises of stock options 8,737 867
Other financing activities 102 258
Net cash provided by financing activities 788,210 370,841
Net increase in cash, cash equivalents, and restricted cash 816,680 125,508
Cash, cash equivalents, and restricted cash, beginning of period 345,033 175,780
Cash, cash equivalents, and restricted cash, end of period $ 1,161,713 $ 301,288
Supplemental cash flow disclosures
Cash paid during the period for interest $ 36,371 $ 41,117
Cash paid during the period for income taxes 8,015 48
Supplemental disclosures of non-cash investing and financing activities
Stock-based compensation included in capitalized internally developed software 329 401
Contribution from related party 1,500
Distribution of noncontrolling interest in fund 8
Distributions from Onshore Solana Fund 1,759
Transfers from held for sale to held for investment 4,959
Other capital contributions 2,958
Accrued issuance costs 3,533 1,025
Unrealized losses on futures 318
Right of use assets obtained in exchange for operating lease liabilities 3,080