Figure Tech IPO Targets $18-$20, Blockchain Powers Profit Growth

TL;DR

**FGRS is a high-risk, high-reward blockchain play with strong profitability but significant founder control, making it a speculative buy for those betting on crypto-native finance.**

AI Summary

Figure Technology Solutions, Inc. (FGRS) is undergoing an initial public offering of 26,315,789 shares of Class A common stock, with an estimated IPO price between $18.00 and $20.00 per share. The company reported a net income of $29 million and Adjusted EBITDA of $83 million for the six months ended June 30, 2025, demonstrating quick and profitable growth. For the year ended December 31, 2024, net income was $20 million and Adjusted EBITDA was $101 million. FGRS aims to revolutionize capital markets using blockchain-based technology, specifically the Provenance Blockchain, to improve efficiency in consumer credit and digital asset markets. Its proprietary Loan Origination System (LOS) has reduced the time to fund a home equity loan to a median of 10 days from an industry median of 42 days as of June 30, 2025, and lowered the average production cost per loan to approximately $730 for the year ended December 31, 2024, compared to a mortgage industry average of $11,230. The company recently recombined its businesses, with FMH becoming a wholly-owned subsidiary of FTS on August 29, 2025, after a separation in March 2024. Michael Cagney, co-founder, will retain significant control, holding approximately 69.2% of the voting power post-IPO, making FGRS a "controlled company" under NASDAQ rules.

Why It Matters

This IPO marks a significant step for Figure Technology Solutions, Inc. as it seeks to disrupt traditional capital markets with blockchain. For investors, the dual-class stock structure, granting Michael Cagney 69.2% voting power, presents a governance risk, but the company's demonstrated profitability ($29M net income in H1 2025) and efficiency gains ($730 average production cost per loan) could signal strong growth potential. Employees and customers could benefit from the streamlined, faster processes, such as 10-day home equity loan funding, which could pressure competitors like traditional mortgage lenders to innovate or risk losing market share. The broader market will watch closely to see if FGRS can successfully scale its blockchain-based solutions, potentially validating the technology's role in mainstream finance.

Risk Assessment

Risk Level: high — The high risk level is primarily due to the significant control held by Michael Cagney, who will command approximately 69.2% of the voting power post-IPO, classifying FGRS as a 'controlled company.' This structure limits the influence of public shareholders. Additionally, the company operates in the nascent and volatile blockchain-based capital markets, which inherently carries regulatory and technological risks, as detailed in the 'Risk Factors' section starting on page 36.

Analyst Insight

Investors should carefully weigh the governance structure and the inherent risks of a blockchain-centric business against the company's reported profitability and efficiency. Consider a small, speculative position if you have a high-risk tolerance and believe in the long-term potential of blockchain in finance, but be aware of the limited influence public shareholders will have.

Key Numbers

• $18.00-$20.00 — Estimated initial public offering price per share (Price range for the 26,315,789 shares of Class A common stock being offered)
• 26,315,789 — Total shares of Class A common stock offered (Includes 21,461,085 shares from the company and 4,854,704 from selling stockholders)
• $29 million — Net income (Reported for the six months ended June 30, 2025, indicating profitability)
• $83 million — Adjusted EBITDA (Reported for the six months ended June 30, 2025, highlighting operational performance)
• $20 million — Net income (Reported for the year ended December 31, 2024)
• $101 million — Adjusted EBITDA (Reported for the year ended December 31, 2024)
• 10 days — Median time to fund a home equity loan (Reduced from an industry median of 42 days as of June 30, 2025, using FGRS's LOS)
• $730 — Average production cost per loan (For the year ended December 31, 2024, significantly lower than the mortgage industry average of $11,230)
• 69.2% — Voting power held by Michael Cagney (Immediately following the IPO, making FGRS a 'controlled company')
• $50 million — Indicated interest from Duquesne Family Office LLC (Potential purchase of Class A common stock in the offering)

Key Players & Entities

• Figure Technology Solutions, Inc. (company) — Registrant for S-1/A filing
• FGRS (company) — Proposed NASDAQ ticker symbol
• Michael Tannenbaum (person) — Chief Executive Officer of Figure Technology Solutions, Inc.
• Michael Cagney (person) — Co-founder and board member, holding ~69.2% voting power post-IPO
• Duquesne Family Office LLC (company) — Indicated interest in purchasing up to $50 million in Class A common stock
• Goldman Sachs Co. LLC (company) — Joint Lead Bookrunning Manager for the IPO
• Jefferies (company) — Joint Lead Bookrunning Manager for the IPO
• BofA Securities (company) — Joint Lead Bookrunning Manager for the IPO
• NASDAQ (regulator) — Stock exchange where Class A common stock will be listed
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing

FAQ

Risk Factors

• Dependence on Proprietary Technology [high — operational]: The company's success is heavily reliant on its proprietary technology, including the Provenance Blockchain and its Loan Origination System (LOS). Any failure, disruption, or inability to scale these technologies could materially and adversely affect its business operations and financial condition.
• Evolving Regulatory Landscape for Blockchain and Digital Assets [high — regulatory]: The regulatory environment for blockchain technology and digital assets is rapidly evolving and subject to significant uncertainty. Changes in regulations could impact the company's ability to operate its platforms, offer its services, and could increase compliance costs.
• Competition in Capital Markets and Fintech [medium — market]: FGRS operates in highly competitive markets, including consumer credit and digital asset markets, facing competition from established financial institutions and other fintech companies. Failure to compete effectively could impact market share and profitability.
• Reliance on Future Financing [medium — financial]: While the IPO aims to raise capital, the company may require additional funding in the future to support its growth and operations. The availability and terms of any future financing may be subject to market conditions and investor sentiment.
• Integration of Recombined Businesses [medium — operational]: The recent recombination of businesses, with FMH becoming a subsidiary of FTS, presents integration risks. Challenges in integrating systems, processes, and personnel could disrupt operations and hinder the realization of expected synergies.
• Control by Significant Stockholder [medium — legal]: Michael Cagney will retain approximately 69.2% of the voting power post-IPO, making FGRS a 'controlled company.' This concentration of voting power may limit the influence of other stockholders on corporate matters and could lead to decisions that do not align with the interests of minority shareholders.

Industry Context

Figure Technology Solutions operates at the intersection of capital markets, consumer credit, and blockchain technology. The fintech industry is characterized by rapid innovation and intense competition, with a growing focus on leveraging distributed ledger technology to enhance efficiency and reduce costs in financial services. The mortgage and consumer lending sectors are particularly ripe for disruption, with incumbents often burdened by legacy systems and manual processes.

Regulatory Implications

The company's reliance on blockchain and digital assets places it within a rapidly evolving and uncertain regulatory landscape. Compliance with existing financial regulations and potential future rules governing digital assets will be critical. The 'controlled company' status also has implications for corporate governance and compliance with exchange listing rules.

What Investors Should Do

1. Evaluate the long-term viability and scalability of the Provenance Blockchain and LOS.
2. Analyze the competitive landscape and FGRS's differentiation strategy.
3. Assess the impact of the 'controlled company' status on corporate governance and shareholder rights.
4. Monitor regulatory developments in blockchain and digital asset markets.

Key Dates

• 2025-08-29: Recombination of businesses — FMH became a wholly-owned subsidiary of FTS, consolidating operations after a separation in March 2024.

Glossary

Provenance Blockchain

A blockchain network developed by Figure Technology Solutions designed for capital markets and financial services. (Core technology enabling FGRS's business model for improved efficiency and transparency in transactions.)

Loan Origination System (LOS)

Proprietary software used by FGRS to manage the process of originating loans, from application to funding. (Key to FGRS's demonstrated ability to significantly reduce funding times and production costs for home equity loans.)

Adjusted EBITDA

Earnings Before Interest, Taxes, Depreciation, and Amortization, with certain adjustments made to exclude non-recurring or non-operational items. (Used by FGRS to highlight its operational performance and profitability, showing $83 million for H1 2025 and $101 million for FY 2024.)

Class A common stock

A class of common stock being offered in the IPO, carrying voting rights. (The type of shares being sold to the public in the initial public offering.)

Controlled company

A company where more than 50% of the voting power is held by an individual, group, or another company. (FGRS will be a controlled company post-IPO due to Michael Cagney's significant voting power (69.2%), impacting corporate governance and NASDAQ listing requirements.)

Key Financial Figures

• $18.00 — l public offering price will be between $18.00 and $20.00 per share. We have applied
• $20.00 — fering price will be between $18.00 and $20.00 per share. We have applied to list our
• $50 million — est in purchasing up to an aggregate of $50 million of shares of Class A common stock in th
• $2 — d marketplaces across the approximately $2 trillion consumer credit market and the
• $4 — t and the rapidly growing approximately $4 trillion cryptocurrency and digital ass
• $29 million — ckly and profitably, with net income of $29 million and Adjusted EBITDA of $83 million, for
• $83 m — e of $29 million and Adjusted EBITDA of $83 million, for the six months ended June 30
• $292 million — ne 30, 2025, and accumulated deficit of $292 million and total stockholders' equity of $404
• $404 m — llion and total stockholders' equity of $404 million, as of June 30, 2025, and net inc
• $20 million — as of June 30, 2025, and net income of $20 million and Adjusted EBITDA of $101 million, fo
• $101 m — e of $20 million and Adjusted EBITDA of $101 million, for the year ended December 31,
• $321 million — er 31, 2024, and accumulated deficit of $321 million and total stockholders' equity of $363
• $363 m — llion and total stockholders' equity of $363 million, as of December 31, 2024. The in
• $730 — t per loan was reduced to approximately $730 for the year ended December 31, 2024 fr
• $11,230 — 024 from a mortgage industry average of $11,230 for the quarter ended December 31, 2024

Filing Documents

• figuretechnologysolutionsi.htm (S-1/A) — 6674KB
• exhibit43-sx1a3.htm (EX-4.3) — 266KB
• exhibit109-sx1a3.htm (EX-10.9) — 160KB
• exhibit1014-sx1a3.htm (EX-10.14) — 1660KB
• exhibit1015-sx1a3.htm (EX-10.15) — 4618KB
• exhibit231-sx1a3.htm (EX-23.1) — 4KB
• business1aa.jpg (GRAPHIC) — 411KB
• business2ca.jpg (GRAPHIC) — 304KB
• business3a.jpg (GRAPHIC) — 680KB
• business5a.jpg (GRAPHIC) — 116KB
• figurelogoa.jpg (GRAPHIC) — 11KB
• founderletter1ba.jpg (GRAPHIC) — 942KB
• founderletter2aa.jpg (GRAPHIC) — 323KB
• founderletter3aa.jpg (GRAPHIC) — 357KB
• founderletter4aa.jpg (GRAPHIC) — 326KB
• founderletter5aa.jpg (GRAPHIC) — 349KB
• graphics1a.jpg (GRAPHIC) — 180KB
• graphics2a.jpg (GRAPHIC) — 207KB
• graphics3a.jpg (GRAPHIC) — 769KB
• graphics4a.jpg (GRAPHIC) — 125KB
• graphics5a.jpg (GRAPHIC) — 1054KB
• graphics6b.jpg (GRAPHIC) — 129KB
• graphics7a.jpg (GRAPHIC) — 141KB
• kpmglogo.jpg (GRAPHIC) — 5KB
• kpmglogoa.jpg (GRAPHIC) — 17KB
• prospectussummary1aa.jpg (GRAPHIC) — 418KB
• prospectussummary2ca.jpg (GRAPHIC) — 304KB
• prospectussummary4a.jpg (GRAPHIC) — 538KB
• prospectussummary6a.jpg (GRAPHIC) — 310KB
• prospectussummary7b.jpg (GRAPHIC) — 206KB
• prospectussummary8a.jpg (GRAPHIC) — 114KB
• 0001628280-25-041731.txt ( ) — 24810KB

RISK FACTORS

RISK FACTORS 36 SPECIAL NOTE REGARDING FORWARD - LOOKING STATEMENTS 132 MARKET, INDUSTRY, AND OTHER DATA 134

USE OF PROCEEDS

USE OF PROCEEDS 135 DIVIDEND POLICY 136 CAPITALIZATION 137

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 145

BUSINESS

BUSINESS 186 MANAGEMENT 215

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 225 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 242 PRINCIPAL A ND SELLING STOCKHOLDERS 249

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 253 SHARES ELIGIBLE FOR FUTURE SALE 260 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON U.S. HOLDERS 262

UNDERWRITING

UNDERWRITING 266 LEGAL MATTERS 278 EXPERTS 278 WHERE YOU CAN FIND ADDITIONAL INFORMATION 278 INDEX TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS F-1 i Table of Contents About this Prospectus Figure Technology Solutions, Inc. ("FTS"), the registrant whose name appears on the cover of this registration statement, is a corporation incorporated under the laws of the State of Nevada. In March 2024, we separated our business through a series of transactions in which Figure Lending Corp. ("FLC") and Figure Markets Holdings, Inc. ("FMH") were separated and began operating as separate businesses (the "Separation"). In connection with and to effectuate the Separation, FT (as defined below) created each of FMH and FTS, then named FT Intermediate, Inc., as direct wholly-owned subsidiaries of FT. Following the formation of these entities, we completed the Separation through a series of steps, which resulted in, (i) FLC being the sole owner of certain lending-related intellectual property and commercial contracts that were previously owned by FT, (ii) FTS becoming a holding company whose principal assets were the shares it held in FLC, (iii) FMH becoming a separate company, and (iv) FT being a wholly-owned subsidiary of FMH. On March 19, 2024, Figure Technologies, Inc. converted into Figure Technologies, LLC. As used in this prospectus, unless the context otherwise indicates, any reference to "FT" refers to Figure Technologies, LLC (fka Figure Technologies, Inc.). The board of directors of each of FLC and FMH made a determination that it is in the best interests of both entities to recombine the businesses. On August 29, 2025, we recombined the businesses through a series of transactions (the "Recombination"), and FMH became a wholly-owned subsidiary of FTS. Upon the consummation of the Recombination, FTS changed its name to Figure Technology Solutions, Inc. For additional information, see the section titled "Prospectus Summary—Organizational History." As a

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