Figure Technology Solutions Inc-A美股招股说明书(2026-02-18版)

Figure Technology Solutions, Inc. Up to 4,375,000 Shares of Blockchain Stock4,687,500 Shares of Class A Common Stock Up to 4,375,000 shares of our Series A Blockchain Common Stock, par value $0.0001 per share (the “blockchain stock”) will be sold toinvestors in this offering. The selling stockholders identified in this prospectus have agreed to sell 4,687,500 shares of Class A common stock, parvalue $0.0001 per share, to the underwriters in this offering. The registration statement (of which this prospectus forms a part) registers all suchshares of blockchain stock and all such shares of Class A common stock, as well as shares of Class A common stock issuable upon conversion of theblockchain stock to be sold hereunder. The underwriters are obligated to sell the shares of Class A common stock being offered by the sellingshareholders to us under the following circumstances. Upon receipt by the sales agents, or by us through the Figure Markets user interface, ofpayment for the blockchain stock being sold to purchasers in this offering, the underwriters will sell an equivalent number of shares of Class Acommon stock to us, and we will sell, through the sales agents or through the Figure Markets user interface, the same number of shares of blockchainstock to purchasers in this offering. In addition, subject to completion of this offering, we have agreed to repurchase from the underwritersapproximately $10 million of shares of Class A common stock that are subject to this offering at a price per share equal to the price per share to bepaid by the underwriters to the selling stockholders in this offering (the “Share Repurchase”). For the number of shares of Class A common stock werepurchase in the Share Repurchase, we will not issue an equivalent number of shares of blockchain stock in this offering. The sales agents will notify us of the aggregate amount of blockchain stock sold through them for which they have received payment. Should wereceive payment from the sales agents or through the Figure Markets user interface for an amount of blockchain stock less than the aggregate amountof blockchain stock being offered under this registration statement, we will not purchase the corresponding amount of shares of Class A commonstock from the underwriters. The underwriters will then be free to sell such amount of shares of Class A common stock into the open market. If fewerthan the aggregate amount of shares of blockchain stock are sold through the sales agents or through the Figure Markets user interface, the amount ofunsold blockchain stock will not be sold in this offering. The proceeds from the sale of blockchain stock will be used by us to pay for the Class Acommon stock. See “Plan of Distribution—Settlement Considerations” and “—Sales to Retail Investors.” Each whole share of blockchain stock may be converted into one whole share of our Class A common stock at any time at the election of theholder. No fractional shares of Class A common stock will be issued upon conversion. See the section titled “Description of Blockchain Stock—Conversion.” Prior to this offering, there has been no public market for the blockchain stock. The blockchain stock will be eligible for trading on ouralternative trading system upon the completion of this offering. The blockchain stock will not be listed for trading on the Nasdaq Stock Market(“NASDAQ”) or any other national securities exchange. Our Class A common stock is listed on the NASDAQ under the ticker symbol “FIGR.” Thelast reported sale price of our Class A common stock on the NASDAQ on February 17, 2026 was $36.91 per share. Blockchain stock will be transferable only to wallets that have gone through a Know Your Customer (“KYC”) and anti-money launderingonboarding process, consistent with applicable U.S. federal and state financial regulatory requirements. See “Description of Blockchain Stock—Trading and Transfers.” We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reducedpublic company reporting requirements in this prospectus and may elect to do so in future filings. Investing in our blockchain stock or Class A common stock involves risks. See the section titled “Risk Factors” beginning on page36to readabout factors you should consider before deciding to invest in shares of our blockchain stock or Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Public offering price for blockchain stockUnderwriting discounts and commissions for Class A common stock(1) Proceeds to the selling stockholders, before expenses, for Class A common stock (1)See the section titled “Plan of Distribution” for a description of the compensation payable to the underwriters. The underwriters will no