Figure Technology Solutions, Inc. (FIGR) SEC Filings & Earnings Calls

Integration risk from Kiavi merger; Kiavi volumes excluded from preliminary data and will be included in Q3 2026 financial results

“Consumer Loan Marketplace Volume excludes volume originated on Kiavi platform following September 1, 2026 closing; previously issued Q3 2026 guidance did not include Kiavi contribution”

Preliminary and unaudited data subject to completion of financial closing procedures; final results may vary

“Information is unaudited and preliminary, based on estimates, subject to completion of financial closing procedures”

Integration risk; high-cost debt (8.5% coupon) may pressure margins; potential adverse effects on financial condition.

“ability of the Company to successfully integrate the business and operations of Kiavi ... potential adverse effects on the Company’s business, financial condition and results of operations resulting from the Merger” · word for word

High stock-based compensation expense

“Total stock-based compensation expense $26,098 for the three months ended June 30, 2026, compared to $5,324 for the three months ended June 30, 2025.”

M&A integration risk

“On June 10, 2026, the Company entered into an Agreement and Plan of Merger... to acquire Kiavi, Inc.”

Digital asset volatility

“Digital assets held as collateral fair value $21.1M at June 30, 2026 vs $52.6M at Dec 31, 2025, a decline of 60%.”

Net take rate declining from 4.0% to 3.6% YoY, indicating pricing pressure or mix shift to lower-margin volume

“Net Take Rate 3.6% vs 4.0% prior year”

High interest rate (8.5%) on $600M notes increases interest expense and leverage.

“8.500% Senior Notes due 2031; proceeds used for acquisition and general corporate purposes.”

Covenants restrict incurrence of additional debt, dividends, asset sales, and other activities.

“The Indenture contains covenants that limit the ability of the Company and any of its Restricted Subsidiaries to, among other things, incur or guarantee additional indebtedness, pay dividends, transfer assets, etc.” · word for word

High interest rate (8.5%) on $600M notes increases interest expense and leverage.

“8.500% senior notes due 2031; proceeds used for acquisition and general corporate purposes.”

Preliminary data subject to revision

“The information in this release is unaudited and preliminary, subject to completion of financial closing procedures.” · word for word

Increased debt load; offering not conditioned on acquisition completion, so proceeds may be used for general purposes if deal fails.

“If the Kiavi Acquisition is not completed, the net proceeds from this offering will be used for general corporate purposes.”

Regulatory approval risk, including HSR Act and other governmental licenses; termination fee of $25M if deal fails due to regulatory conditions.

“Conditions include HSR waiting period expiration, regulatory licenses; termination fee payable under certain circumstances.”

Digital asset price volatility risk

“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.” · word for word

Customer concentration risk

“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.” · word for word

Funding cost risk

“The Digital Asset Loan Facility bears interest at a rate of 13.5%.” · word for word

Credit risk on 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.” · word for word

Controlled company governance risk

“Michael Cagney, our co-founder and member of our board of directors, controls a majority of the voting power represented by our capital stock. As a result, we are a 'controlled company' within the meaning of the corporate governance rules of Nasdaq and as such, we qualify for exemptions from certain corporate governance requirements.” · word for word

Related party transaction risk

“In the year ended December 31, 2025, FLC sold $157.1 million, net of repurchases of HELOCs of $2.8 million, with servicing rights retained, and recorded a net gain on sales of $1.9 million in the year ended December 31, 2025.” · word for word

Concentrated voting power risk

“Michael Cagney... controls a majority of the voting power represented by our capital stock.”

Preliminary unaudited data subject to revision; reliance on HELOC market and housing values; interest rate sensitivity; regulatory risks for digital assets.

“Financial Disclosure Advisory: preliminary, unaudited; risk factors include HELOC exposure, interest rate changes, digital asset regulation.”

HELOC concentration risk

“Substantially all of our revenue is derived from our HELOC product, and we are thus particularly susceptible to fluctuations in the HELOC market.” · word for word

Partner concentration risk

“Our top 10 partners contributed 56% and 52% of our origination volume for the years ended December 31, 2025 and 2024, respectively.” · word for word

Regulatory uncertainty in digital assets

“the digital asset landscape continues to be shaped by evolving regulation” · word for word

History of losses

“We have a history of net losses. We expect our costs will increase over time” · word for word

Dependence on blockchain-native marketplace and regulatory environment.

“Company operates a blockchain-native capital marketplace, subject to evolving regulation.”

Potential dilution from new Blockchain Stock conversion to Class A Common Stock.

“Blockchain Stock may be converted into shares of Class A Common Stock at any time at the election of a holder.” · word for word

Preliminary results subject to change upon completion of financial statements.

“These preliminary estimates are based on currently available information and do not present all information necessary for an understanding of our operating results” · word for word

Regulatory risk in fintech and blockchain space.

“Standard risk for blockchain-native capital marketplace.”

Preliminary data subject to revision; reliance on HELOC market and interest rate sensitivity; regulatory risks for digital assets.

“Preliminary, unaudited data; risk factors include HELOC market exposure, interest rate changes, and digital asset regulation.”

Net take rate declined 0.9 p.p. YoY, indicating potential pricing pressure or mix shift.

“Net Take Rate 4.4% vs 5.3% in Q3 2024, a decline of 0.9 p.p.”

Exposure to HELOC market and housing values could impact loan performance.

“Risk factors mention reliance on HELOCs and exposure to fluctuations in the HELOC market and housing values.”

Interest rate sensitivity could impact originations and funding costs.

“Risk factors: changes in interest rates and U.S. monetary policy that impact originations, funding costs, and investor demand.”

Concentration in HELOC product

“Substantially all of our revenue is derived from our HELOC product, and we are thus particularly susceptible to fluctuations in the HELOC market.” · word for word

Interest rate sensitivity

“Our business is significantly impacted by interest rates. Changes in prevailing interest rates or U.S. monetary policies that affect interest rates could adversely affect our business, financial condition, and results of operations.” · word for word

Material weaknesses in internal controls

“We have identified material weaknesses in our internal control over financial reporting.” · word for word

Regulatory risk in digital assets

“A particular digital asset, product or service's status as a 'security' in any relevant jurisdiction is subject to a high degree of uncertainty” · word for word

Loan repurchase obligations

“The Company has contingent commitments to repurchase loans with an aggregate UPB of up to $1.5 billion” · word for word