Figure Technology Solutions Closes $600 Million 8.500% Senior Notes Offering Due 2031

Figure Technology Solutions Closes $600 Million Senior Notes Transaction

Figure Technology Solutions, Inc. completed the closing of its $600 million principal amount of 8.500% Senior Notes due 2031 on July 14, 2026. The Notes were issued pursuant to an indenture dated the same day, entered into among the company, certain domestic wholly-owned subsidiaries acting as guarantors, and Wilmington Trust, National Association as trustee. The company is incorporated in Nevada and maintains its principal executive offices at 100 West Liberty Street, Suite 600, Reno, Nevada 89501.

The company's Class A Common Stock, par value $0.0001 per share, is listed on The Nasdaq Stock Market LLC under the ticker symbol FIGR. Figure Technology Solutions is classified as an emerging growth company under applicable securities regulations, a designation that carries specific reporting and accounting transition provisions under federal securities law.

Interest Rate, Maturity Date, and Semiannual Payment Schedule

The Notes will accrue interest at a fixed rate of 8.500% per annum. Interest is payable semiannually in arrears on January 31 and July 31 of each year, with the first interest payment scheduled for January 31, 2027. The Notes are set to mature on July 31, 2031, unless they are earlier repurchased or redeemed in accordance with the terms of the indenture.

The fixed-rate structure and five-year tenor are notable features for investors evaluating Figure Technology Solutions' debt profile. By locking in an 8.500% coupon, the company has established a predictable interest expense obligation through 2031. The company did not disclose in the filing the specific intended use of the net proceeds from this offering beyond referencing anticipated uses in its forward-looking statements section.

Senior Unsecured Guarantee Structure and Qualified Institutional Buyers

The Notes and the associated note guarantees constitute general unsecured senior obligations of Figure Technology Solutions and its guarantor subsidiaries, respectively. The guarantees are described in the filing as full and unconditional, provided on a senior, unsecured basis by certain of the company's domestic wholly-owned subsidiaries.

The Notes were offered in the United States and sold exclusively to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. This means the offering was not registered under the Securities Act and was directed at sophisticated institutional investors rather than the general public. Buyers were required to be acquiring the Notes for their own account or for the account of another person over which they exercise sole investment discretion, and who also qualifies as a qualified institutional buyer.

Optional Redemption Provisions Before and After July 31, 2028

The indenture provides Figure Technology Solutions with optional redemption rights on the Notes under distinct conditions depending on timing. Prior to July 31, 2028, the company may redeem the Notes, in whole or in part, at a redemption price equal to 100.000% of the principal amount plus a make-whole premium as described in the indenture, plus any accrued and unpaid interest up to but not including the redemption date.

On and after July 31, 2028, the company may redeem the Notes, in whole or in part, at the redemption prices set forth in the indenture. Additionally, at any time prior to July 31, 2028, Figure Technology Solutions may redeem up to 40% of the aggregate principal amount of the Notes using net cash proceeds from certain equity offerings, provided that not less than 50% of the aggregate principal amount of the Notes remains outstanding immediately after such redemption, and the redemption occurs within 180 days of the closing date of the relevant equity offering.

Change of Control Repurchase Obligation at 101% of Principal

A key investor protection embedded in the indenture is the change of control repurchase provision. Upon the occurrence of a Change of Control, as that term is defined in the indenture, Figure Technology Solutions is required to offer to repurchase all outstanding Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to but not including the repurchase date.

This provision is standard in high-yield debt structures and is intended to give noteholders a degree of protection in the event of a significant corporate transaction that could alter the company's credit profile. Investors holding the Notes would have the option, but not the obligation, to tender their Notes under such an offer. The filing does not detail the specific triggering events that constitute a Change of Control beyond referencing the definition contained within the indenture itself.

Restrictive Covenants Governing Company and Subsidiary Activities

The indenture contains a comprehensive set of restrictive covenants that limit Figure Technology Solutions and its restricted subsidiaries in several material ways. These limitations address the company's ability to incur or guarantee additional indebtedness or issue certain preferred stock, pay dividends on capital stock, and redeem, repurchase, or retire capital stock or subordinated indebtedness.

Further restrictions under the indenture apply to the transfer or sale of certain assets, the creation of certain liens, and the making of certain investments. The covenants also limit the company's ability to enter into agreements that restrict dividends or other payments from restricted subsidiaries to the parent, consolidate or merge with other entities, transfer all or substantially all of the company's assets, engage in certain transactions with affiliates, and designate unrestricted subsidiaries. These covenants are customary for senior note offerings of this type and are intended to preserve the credit quality available to noteholders over the life of the instrument.

Wilmington Trust as Indenture Trustee and Events of Default Provisions

Wilmington Trust, National Association has been appointed as trustee under the indenture dated July 14, 2026. The indenture also contains customary provisions relating to events of default, as disclosed in the filing. The company did not disclose the specific enumerated events of default beyond this general reference, noting that the full and complete text of the indenture is attached as Exhibit 4.1 to the disclosure.

The Form of 8.500% Senior Note due 2031 is included within Exhibit 4.1 as Exhibit 4.2. The filing clarifies that the descriptions of the indenture and the Notes provided in the disclosure are summaries only and are qualified in their entirety by reference to the full text of the underlying documents. Investors and analysts seeking the complete terms are directed to those exhibits incorporated by reference into the disclosure.

Direct Financial Obligation Created on Figure Technology Solutions' Balance Sheet

The closing of the $600 million Notes transaction constitutes the creation of a direct financial obligation for Figure Technology Solutions, as confirmed in the body of the disclosure. This obligation is recorded under the requirements governing the creation of direct financial obligations or obligations under off-balance sheet arrangements for a registrant, with the relevant information incorporated by reference from the material definitive agreement section of the filing.

The addition of $600 million in senior unsecured debt is a material development for investors assessing the company's leverage, interest coverage, and overall capital structure. At an 8.500% coupon rate on $600 million of principal, the annual interest obligation would amount to $51 million per year based solely on the stated rate and principal, though the company did not disclose further financial metrics or its current revenue profile in this particular filing.

Emerging Growth Company Status and Applicable Regulatory Designation

Figure Technology Solutions is identified in the disclosure as an emerging growth company as defined under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934. The company has not elected to use the extended transition period for complying with new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act, as indicated by its filing checkboxes.

Emerging growth company status can have meaningful implications for investors. Companies with this designation are subject to reduced disclosure obligations in certain areas and may take advantage of scaled reporting requirements. The filing was signed on behalf of the registrant by Michael Tannenbaum, who is identified as Chief Executive Officer and Director of Figure Technology Solutions, Inc., as of the July 14, 2026 filing date.

Forward-Looking Statements and Material Risk Factors for Noteholders

The disclosure contains a forward-looking statements notice identifying risks and uncertainties that could cause actual results to differ materially from those anticipated by management. The filing references risks and uncertainties relating to the offering of the Notes and the anticipated use of the proceeds therefrom, as well as other risks discussed in the Risk Factors section of the company's most recent Annual Report and other documents filed with regulators.

The company cautions that forward-looking statements speak only as of the date on which they are made, and that, except to the extent required by applicable securities laws, Figure Technology Solutions undertakes no obligation to update or revise any forward-looking statements. Investors in both the Notes and the company's Class A Common Stock are encouraged to review the full risk factor disclosures contained in the company's most recent Annual Report for a comprehensive understanding of the risks applicable to this transaction and the company's overall business.