FIGR · Figure Technology Solutions, Inc. Class A Common Stock

Figure Technology Solutions, Inc. executed a $600 million debt offering of 8.500% Senior Notes due 2031, a significant capital markets transaction that provides long-term financing flexibility. The notes are unsecured senior obligations guaranteed by three key domestic wholly-owned subsidiaries: Figure Lending Corp., Figure Lending LLC, and Figure Markets Holdings, Inc. The offering was conducted under Rule 144A and Regulation S, limiting initial resale to qualified institutional buyers and non-U.S. persons. Proceeds are expected to support general corporate purposes, potentially including the previously announced Kiavi Acquisition mentioned in the filing's forward-looking statements. Key terms include a 8.500% fixed coupon, semiannual interest payments, and a maturity in mid-2031. The company retains optional redemption rights, with a make-whole premium applicable before July 31, 2028, and fixed call schedules thereafter. A special equity clawback allows up to 40% of notes to be redeemed from equity offering proceeds. Investors also receive change-of-control protection at 101% of par. The indenture contains a comprehensive set of covenants typical for high-yield issuances, limiting leverage, dividend capacity, asset sales, and affiliate transactions. This debt issuance strengthens Figure's balance sheet, extending its debt maturity profile and providing capital for growth initiatives.