Figure Tech Targets $20-$22 IPO, Blockchain to Disrupt Lending

TL;DR

**FGRS is a blockchain-powered fintech poised to disrupt traditional lending with superior efficiency, making it a compelling, albeit controlled, IPO play.**

AI Summary

Figure Technology Solutions, Inc. (FGRS) is pursuing an initial public offering of 31,500,000 shares of Class A common stock, with an estimated IPO price between $20.00 and $22.00 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 profitability. 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 technology, specifically the Provenance Blockchain, to improve efficiency in consumer credit and digital asset markets. Key business changes include the Recombination of Figure Lending Corp. (FLC) and Figure Markets Holdings, Inc. (FMH) on August 29, 2025, making FMH a wholly-owned subsidiary of FTS. Risks include the 'controlled company' status, with Michael Cagney holding approximately 68.6% of voting power post-IPO, and the inherent risks of investing in an emerging growth company. The strategic outlook focuses on expanding its blockchain-based platform to reduce loan origination times to a median of 10 days for home equity loans and production costs to approximately $730 per loan, significantly below industry averages.

Why It Matters

This S-1/A filing signals Figure Technology Solutions' aggressive move to public markets, aiming to capitalize on its blockchain-based lending and digital asset platform. For investors, the IPO offers exposure to a company claiming significant efficiency gains, such as reducing home equity loan funding times to 10 days and production costs to $730 per loan, far below industry averages. Employees and customers could benefit from a more streamlined, automated financial ecosystem, while the broader market faces potential disruption from FGRS's innovative use of Provenance Blockchain, challenging traditional financial intermediaries and potentially increasing liquidity in tokenized real-world assets. Competitors in both traditional lending and emerging DeFi spaces will need to adapt to FGRS's cost and speed advantages.

Risk Assessment

Risk Level: high — The risk level is high due to Figure Technology Solutions' 'controlled company' status, where Michael Cagney will hold approximately 68.6% of the voting power post-IPO, limiting minority shareholder influence. Additionally, the company is an 'emerging growth company,' which entails reduced public company reporting requirements, potentially leading to less transparency for investors. The reliance on nascent blockchain technology for core operations also introduces significant technological and regulatory uncertainties.

Analyst Insight

Investors should carefully evaluate Figure Technology Solutions' S-1/A, focusing on the 'Risk Factors' section, particularly regarding the 'controlled company' structure and the inherent volatility of emerging growth companies. Consider the potential for significant growth driven by its blockchain innovation against the concentration of voting power and the unproven long-term scalability and regulatory acceptance of its technology before committing capital.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

$29 million

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Executive Compensation

Key Numbers

• $20.00-$22.00 — Estimated initial public offering price per share (Price range for 31,500,000 shares of Class A common stock)
• 31,500,000 — Total shares of Class A common stock offered (Includes 26,645,296 shares from the company and 4,854,704 from selling stockholders)
• $29 million — Net income (For the six months ended June 30, 2025, indicating profitability)
• $83 million — Adjusted EBITDA (For the six months ended June 30, 2025, reflecting operational performance)
• $20 million — Net income (For the year ended December 31, 2024, showing annual profitability)
• $101 million — Adjusted EBITDA (For the year ended December 31, 2024)
• 10 days — Median time to fund a home equity loan (Reduced from an industry median of approximately 42 days as of June 30, 2025)
• $730 — Average production cost per loan (For the year ended December 31, 2024, significantly lower than the mortgage industry average of $11,230)
• 68.6% — Voting power held by Michael Cagney (Immediately following the completion of this offering, establishing 'controlled company' status)
• $50 million — Indicated interest in purchasing shares (From Duquesne Family Office LLC in this offering)

Key Players & Entities

• Figure Technology Solutions, Inc. (company) — Registrant for S-1/A IPO
• Michael Tannenbaum (person) — Chief Executive Officer of Figure Technology Solutions, Inc.
• Michael Cagney (person) — Co-founder and board member, holding ~68.6% 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
• Provenance Blockchain (company) — Independent Layer 1 blockchain used by Figure Technology Solutions
• Nasdaq Stock Market (regulator) — Exchange where FGRS Class A common stock will be listed under 'FIGR'
• Securities and Exchange Commission (regulator) — Regulatory body overseeing the S-1/A filing

FAQ

Risk Factors

• Dependence on Key Customers and Partners [high — financial]: The company's financial performance is significantly dependent on a limited number of customers and strategic partners. A substantial portion of revenue is derived from these relationships, and the loss of any key partner could materially and adversely affect its business, financial condition, and results of operations.
• Execution of Business Strategy and Growth Plans [high — operational]: The company's ability to successfully execute its business strategy, including the expansion of its blockchain-based platform and achieving its ambitious loan origination and cost reduction targets, is critical. Failure to achieve these objectives could impact its growth trajectory and market position.
• Evolving Regulatory Landscape for Blockchain and Digital Assets [high — regulatory]: The company operates in a rapidly evolving regulatory environment concerning blockchain technology and digital assets. Changes in regulations, or the interpretation of existing regulations, could impose significant compliance costs or restrict its operations, impacting its ability to innovate and grow.
• Sufficiency of Cash and Future Funding Needs [medium — financial]: While the company has demonstrated profitability, its future capital requirements for growth and expansion are substantial. There is no guarantee that it will be able to secure necessary future funding on favorable terms, or at all, which could impede its strategic initiatives.
• Competition in Capital Markets and Fintech [medium — market]: The company faces intense competition from established financial institutions and other fintech companies. Its success depends on its ability to differentiate its blockchain-based solutions and gain market share against incumbents with significant resources and customer bases.
• Intellectual Property Protection [medium — legal]: Protecting its proprietary technology and intellectual property is crucial. The company may face challenges in defending its intellectual property rights against competitors, and any infringement claims against it could be costly and disruptive.
• Cybersecurity Risks and Data Breaches [medium — operational]: The company's reliance on technology and the handling of sensitive financial data expose it to cybersecurity threats and potential data breaches. A successful cyberattack could result in significant financial losses, reputational damage, and regulatory penalties.
• Controlled Company Status [medium — financial]: Michael Cagney will hold approximately 68.6% of the voting power post-IPO, establishing the company as a 'controlled company.' This concentration of voting power may limit the influence of other shareholders and could lead to decisions that do not align with the interests of minority investors.

Industry Context

Figure Technology Solutions, Inc. operates in the rapidly evolving fintech and capital markets sectors, which are increasingly leveraging blockchain technology. The industry is characterized by a drive for greater efficiency, reduced costs, and enhanced transparency in financial transactions, particularly in areas like consumer credit and digital asset management. Traditional financial institutions are facing disruption from agile technology-focused companies, leading to a competitive landscape focused on innovation and speed.

Regulatory Implications

The company's reliance on blockchain technology places it at the forefront of evolving regulatory scrutiny. Compliance with financial regulations, data privacy laws, and emerging rules governing digital assets will be critical. The 'controlled company' status may also attract attention regarding corporate governance and shareholder rights.

What Investors Should Do

1. Evaluate the long-term viability and scalability of the Provenance Blockchain technology.
2. Assess the competitive landscape and Figure's ability to gain market share against established players.
3. Analyze the implications of Michael Cagney's significant voting power and the 'controlled company' status.
4. Monitor the company's progress in achieving its ambitious loan origination and cost reduction targets.
5. Consider the regulatory risks associated with blockchain and digital asset operations.

Key Dates

• 2025-08-29: Recombination of Figure Lending Corp. and Figure Markets Holdings, Inc. — This strategic restructuring makes Figure Markets Holdings, Inc. a wholly-owned subsidiary of Figure Technology Solutions, Inc., simplifying the corporate structure and potentially enhancing operational integration.

Glossary

Provenance Blockchain

A blockchain designed for financial services, aiming to provide a secure, transparent, and efficient platform for managing digital assets and transactions. (This is the core technology Figure Technology Solutions, Inc. is leveraging to revolutionize capital markets and improve efficiency in loan origination and digital asset trading.)

Adjusted EBITDA

Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain non-recurring or non-cash items. It's a measure of a company's operating performance. (Provides a view of the company's profitability from its core operations, showing $83 million for H1 2025 and $101 million for FY 2024.)

Emerging Growth Company

A company that has total annual gross revenue of less than $1.235 billion during its most recently completed fiscal year. These companies are subject to reduced disclosure requirements. (Figure Technology Solutions, Inc. qualifies as an EGC, which impacts the level of detail and scrutiny in its S-1 filing and ongoing reporting obligations.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, a group of related individuals, or another company. Controlled companies are exempt from certain corporate governance requirements. (Michael Cagney's significant voting power (68.6%) post-IPO means FGRS will be a controlled company, impacting board independence and governance.)

Recombination

In this context, it refers to the corporate restructuring where Figure Markets Holdings, Inc. became a wholly-owned subsidiary of Figure Technology Solutions, Inc. (This event signifies a consolidation of business units under the parent company, potentially streamlining operations and reporting.)

Year-Over-Year Comparison

This is an S-1/A filing for an initial public offering, so a direct comparison to a previous filing is not applicable. However, the provided financial data for the six months ended June 30, 2025, shows a net income of $29 million and Adjusted EBITDA of $83 million, indicating strong performance in the current period compared to the full year 2024 results of $20 million net income and $101 million Adjusted EBITDA. The S-1/A also introduces new risk factors related to its 'controlled company' status and the execution of its ambitious growth strategy.

Key Financial Figures

• $20.00 — l public offering price will be between $20.00 and $22.00 per share. We have applied
• $22.00 — fering price will be between $20.00 and $22.00 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) — 6683KB
• exhibit1019-sx1a5.htm (EX-10.19) — 135KB
• exhibit1020-sx1a5.htm (EX-10.20) — 97KB
• exhibit231-sx1a5.htm (EX-23.1) — 4KB
• business1a.jpg (GRAPHIC) — 411KB
• business2c.jpg (GRAPHIC) — 304KB
• business4a.jpg (GRAPHIC) — 538KB
• business6a.jpg (GRAPHIC) — 310KB
• figurelogo.jpg (GRAPHIC) — 11KB
• founderletter1b.jpg (GRAPHIC) — 942KB
• founderletter2a.jpg (GRAPHIC) — 323KB
• founderletter3a.jpg (GRAPHIC) — 357KB
• founderletter4a.jpg (GRAPHIC) — 326KB
• founderletter5a.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
• image.jpg (GRAPHIC) — 19KB
• kpmglogo.jpg (GRAPHIC) — 5KB
• kpmglogoa.jpg (GRAPHIC) — 17KB
• prospectussummary1a.jpg (GRAPHIC) — 418KB
• prospectussummary2c.jpg (GRAPHIC) — 304KB
• prospectussummary3a.jpg (GRAPHIC) — 680KB
• prospectussummary5a.jpg (GRAPHIC) — 116KB
• prospectussummary7b.jpg (GRAPHIC) — 206KB
• 0001628280-25-041837.txt ( ) — 18221KB

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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