XML 116 R13.htm IDEA: XBRL DOCUMENT v3.25.3
EQUITY
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
EQUITY
NOTE 7 – EQUITY
On September 12, 2025, the Company completed its IPO, in which 36,225,000 shares of the Company’s Class A common stock were issued and sold, including the underwriters’ over-allotment option which was exercised in full, at a public offering price of $25.00 per share.
The Charter authorizes a total of 1,000,000,000 shares of Class A common stock, par value $0.0001, 200,000,000 shares of Class B common stock, par value, $0.0001, 500,000,000 shares of Blockchain common stock, par value, $0.0001, and 100,000,000 shares of preferred stock, par value $0.0001. In connection with the IPO, all shares of outstanding convertible preferred stock automatically converted into a total of 113,910,905 shares of Class A common stock. Additionally, a total of 39,393,047 shares of Class A common stock held by the Controlling Party and his permitted transferees were converted into an equivalent number of shares of Class B common stock; 1,500,000 shares of Class B common stock were subsequently converted back to Class A common stock and sold as part of the IPO. The holders of Class A common stock are entitled to one vote for each share of common stock held. The holders of Class B common stock are entitled to ten votes for each share of common stock held. For periods prior to the IPO, references to ‘common stock’ refer to the single class of common stock outstanding prior to the IPO.
In connection with the IPO, all outstanding shares of convertible preferred stock were converted into shares of Class A common stock on a one-to-one basis as of the date of the IPO. As such, there are no shares of preferred stock issued and outstanding as of September 30, 2025.
The following table summarizes the Company’s equity instruments at September 30, 2025 and December 31, 2024:
September 30, 2025
Authorized Shares
Issued and Outstanding(A)
SharesWarrantsOptionsRSUs
Class A Common Stock, $0.0001 par value per share
1,000,000,000 174,853,649 456,909 27,470,601 6,189,477 
Class B Common Stock, $0.0001 par value per share
200,000,000 37,893,047 — 7,760,846 5,334,903 
Blockchain Common Stock, $0.0001 par value per share
500,000,000 — — — — 
Preferred Stock, $0.0001 par value per share
100,000,000 — — — — 
Total1,800,000,000 212,746,696 456,909 35,231,447 11,524,380 
December 31, 2024
Authorized Shares
Issued and Outstanding(A)
SharesWarrantsOptionsRSUs
Common Stock, $0.00001 par value per share
240,820,153 69,300,284 — 32,030,416 44,973,456 
Convertible Preferred Stock, $0.00001 par value per share
115,983,447 111,900,495 1,381,486 — — 
Total356,803,600 181,200,779 1,381,486 32,030,416 44,973,456 
(A)    Includes the equity instruments of the 2018 Equity Incentive Plan, the 2024 Equity Incentive Plan, and the 2025 Equity Incentive Plan.


The following table includes information regarding each series of convertible preferred stock as of December 31, 2024:
December 31, 2024Per Share
Number of Shares Outstanding
Liquidation PreferenceLiquidation PriceDividend RateConversion Price
Series Seed16,100,540 $16,947 $1.05 $0.08 $1.05 
Series A32,860,461 41,759 1.27 0.10 1.27 
Series B29,448,787 73,519 2.50 0.20 2.50 
Series C11,238,629 85,000 7.56 0.61 7.56 
Series C-1504,081 3,050 6.05 0.48 6.05 
Series C-21,983,287 15,000 7.56 0.61 7.56 
Series D12,439,325 219,999 17.69 1.41 17.69 
Series E7,325,385 73,292 10.01 0.80 10.01 
Total111,900,495 $528,566 
Warrants
In March 2024, the Company issued warrants to purchase up to 411,219, 411,219, and 1,644,881 Series E shares to an existing convertible preferred shareholder in exchange for a software license, one year of software development services, and up to two years of other services, respectively, for a total of 2,467,319 Series E shares issuable. The remaining
convertible preferred warrants may be exercised at an exercise price of $3.23 per Class A common stock within a five-year period after issuance. Warrants for services provided by the convertible preferred shareholder not related to software are granted and vest monthly as the services are rendered.
In connection with the IPO, 2,010,410 shares of Series E preferred stock, which were issued upon the exercise of vested warrants in conjunction with the Recombination, were automatically converted into shares of Class A common stock. As of September 30, 2025, up to 456,909 shares of Class A common stock remain issuable upon the exercise of the remaining warrants, at an exercise price of $3.23, subject to vesting conditions with respect to the other services under the warrant agreement.
During the three and nine months ended September 30, 2025, the Company recognized equity-based compensation expense within “Technology and product development” expense in the Condensed Consolidated Statements of Operations of $2.5 million and $7.9 million, respectively, of the grant-date fair value of the warrants to purchase up to 259,029 and 777,087, respectively, Class A common shares related to other services provided by the convertible preferred warrant holder.
At September 30, 2025, exercisable warrants have a weighted average exercise period of 2.0 years.
Equity-Based Compensation
The Company grants equity-based compensation in the form of options and RSUs to its officers, employees, and other service providers under the terms of the applicable equity incentive plans for the purpose of providing incentives and rewards for service or performance that align the interest of grantees with the long-term growth and profitability of the Company.
Prior to the IPO, RSUs granted under the plans generally vested based upon the satisfaction of both a service condition and a liquidity-event related performance condition. Both the service condition and liquidity-event related performance condition needed to be met for the expense to be recognized. For these outstanding RSUs, the liquidity-event related performance condition was met upon the completion of the IPO, and the Company recognized $11.0 million of stock-based compensation expense during the three and nine months ended September 30, 2025 related to the settlement of approximately 1,599,216 shares of Class A common stock.
Subsequent to the IPO, the Company expects to grant RSUs to employees and members of the board which vest subject to either (i) continued service, or based on continued service, and (ii) a market condition tied to the Company’s share price. As of September 30, 2025, the Company has granted RSUs with a market condition that will vest only if the Company’s 10-day average closing stock price at the end of each defined performance period equals or exceeds specified thresholds, in addition to the continuous service requirement through the service period of the award. The RSUs were granted with an average grant date fair value of $21.87. The target number of market-based RSUs granted was 2,133,961. One-fourth of these market based RSUs vest if the closing average market price per share of the Company’s Class A Common Stock over the ten (10) trading day period ending on each applicable performance date of September 10, 2026, September 10, 2027, September 10, 2028 and September 10, 2029, respectively, equals or exceeds the corresponding stock price thresholds for such performance dates of $32.50, $42.25, $52.75, and $63.00 respectively. Any shares for which the market-based component is not achieved with respect to the first, second, or third performance date shall remain outstanding and be eligible to be earned based on the applicable 10-day average closing stock price for a subsequent period performance date (such that, for example, if the applicable 10-day average stock price is not achieved in connection with the first performance date, but the applicable 10-day average stock price for the second performance date is achieved in connection with the second performance date, one-half of the shares subject to the award would vest on the second performance date).
The fair value of this market-condition RSU is estimated on the grant date using a Monte Carlo simulation that considers expected volatility, risk-free interest rate, dividend yield, expected term, and the effect of the market target. As the market condition is incorporated into the fair value, the Company recognizes the full compensation cost (based on that grant-date fair value) over the grantee’s requisite service period, even if the market conditions are ultimately not achieved.
The Company records stock-based compensation for service-based RSUs on a straight-line basis over the requisite service period, which is generally the vesting period. The following table presents the amount of stock-based compensation expense related to equity-based compensation recognized in the Condensed Consolidated Statements of Operations:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
General and administrative$16,850 $3,844 $20,370 $31,874 
Sales and marketing165 89 347 54 
Technology and product development2,822 3,064 9,560 6,311 
Operations and processing91 107 316 306 
Total equity-based compensation expense$19,928 $7,104 $30,593 $38,545 
Equity Incentive Plans
2018 Equity Incentive Plan
In 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”) that authorized the Company to grant awards of up to 52,346,283 shares of common stock of FTS to FTS’ employees, non-employees, officers, and directors in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and RSUs. Each award outstanding under the 2018 Plan continues to be governed by the terms and conditions of the 2018 Plan. In connection with the IPO, the 2018 Plan awards were amended to cover shares of Class A common stock (or, if determined by the plan administrator, Class B common stock). At September 30, 2025 and December 31, 2024 the Company had granted awards equivalent to 52,291,738 and 48,861,380 shares of common stock, respectively, gross of forfeited and delivered awards under the 2018 Plan. In connection with the IPO, the Company has frozen the 2018 Plan and no new awards will be granted under the 2018 Plan.
In 2024, the Company modified awards under the 2018 Plan and extended the post-termination exercise period of vested options held by certain current and former employees, resulting in $— million and $0.7 million, and $1.6 million and $5.2 million of incremental equity-based compensation expense recognized during the three and nine months ended September 30, 2025 and 2024, respectively.
2024 Equity Incentive Plan
As part of the Reorganization, FMH adopted the 2024 Equity Incentive Plan (“2024 Plan”) that authorized FMH to grant awards of up to 4,635,234 shares of common stock of FMH to FMH employees, non-employees, officers, and directors in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and RSUs. As part of the Recombination, the Company assumed the 2024 Plan and all options outstanding thereunder as of the Recombination Date, and such outstanding options were converted to options of FTS based on the Conversion Rate. As of September 30, 2025 and December 31, 2024 the Company had granted awards equivalent to 3,212,647 and 2,866,299 shares of common stock, respectively, gross of forfeited and delivered awards under the 2024 Plan. In connection with the IPO, the Company has frozen the 2024 Plan and no new awards will be granted under it.
2025 Incentive Award Plan
As part of the IPO, the Company adopted the 2025 Incentive Award Plan (“2025 Plan”) in order to facilitate the grant of equity incentives to directors, employees (including named officers), and consultants of the Company. Following the effective date of the 2025 Plan, the Company will not make any further grants under the 2018 Plan or the 2024 Plan. However, the 2018 Plan and the 2024 Plan will continue to govern the terms and conditions of the outstanding awards granted thereunder. The 2025 Plan authorizes the issuance of 22,985,926 of Class A or Class B common stock of FTS, subject to an automatic increase on January 1 of each calendar year from January 1, 2026 through and including January 1, 2035, by a number of shares equal to the lesser of (i) 5% of the total shares of the aggregate number of shares of Class A common stock and Class B common stock outstanding (on an as-converted basis) as of the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the board. Awards under the 2025 Plan may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, and RSUs. At September 30, 2025, the Company had granted awards equivalent to 9,514 and 8,535,845 shares of Class A and Class B common stock, respectively, gross of forfeited and delivered awards under the 2025 Plan.
2025 Employee Stock Purchase Plan (“ESPP”)
In connection with the IPO, the Company adopted the ESPP under which eligible employees may purchase shares of Class A common stock of FTS, up to a maximum percentage of their eligible compensation (which shall be 20% unless otherwise specified in an applicable offering document), subject to certain IRS and share purchase limitations, at 85% of the lower of the closing price (fair market value) of a share of FTS on the first day of the offering period or the purchase date, whichever is lower. As of September 30, 2025, there have been no offering periods under the ESPP program. The maximum aggregate number of shares that may be subject to awards and sold under the ESPP is 2,133,961 shares, subject to an automatic annual increase on the first day of each calendar year beginning in 2026 and ending on and including January 1, 2035 in an amount equal to the lesser of (i) one percent (1%) of the aggregate number of shares of Class A common stock and Class B common stock of FTS outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as determined by the Board.
Unrecognized Compensation Expense
At September 30, 2025, the Company has not yet recognized compensation expense for the following awards:
Weighted Average Recognition Period (Years)SharesUnrecognized Compensation Expense
Vesting ConditionOptionsRSUsTotalOptionsRSUs
Time-based(A)
3.611,134,713 — 11,134,713 $67,382 $— 
Multiple(A)(B)
3.3— 10,222,338 10,222,338 — 148,163 
Total11,134,713 10,222,338 21,357,051 $67,382 $148,163 
(A)    All awards vest over a period of two to four years, and most awards have a one year cliff vesting feature with quarterly vesting thereafter.
(B)    Awards include a service period vesting condition, as noted above, as well as market based and liquidity-based vesting conditions. The liquidity event for awards which have that feature has been satisfied in connection with the IPO as of September 30, 2025.
Noncontrolling Interests in Consolidated Subsidiaries
The following amounts relate to equity interests held by the third-party investors in a real estate investment trust subsidiary, Figure REIT, Inc. (“Figure REIT”) and the Figure Markets Offshore Opportunity Investment Fund L.P. (“Offshore Solana Fund”) both of which the Company consolidates, but does not wholly-own.
The noncontrolling interests in the net income (loss) is computed as follows:
Three Months Ended September 30,
20252024
Net Income (Loss)
Noncontrolling Interest as a Percent of Total(A)
Noncontrolling Interest in Income (Loss) of Consolidated SubsidiariesNet Income
Noncontrolling Interest as a Percent of Total(A)
Noncontrolling Interest in Income (Loss) of Consolidated Subsidiaries(B)
Figure REIT$321 44.9 %$147 $170 44.6 %$76 
Offshore Solana Fund3,559 2.8 99 411 2.8 12 
Total / weighted average$3,880 6.3 %$246 $581 15.0 %$88 
Nine Months Ended September 30,
20252024
Net Income (Loss)
Noncontrolling Interest as a Percent of Total(A)
Noncontrolling Interest in Income (Loss) of Consolidated SubsidiariesNet Income
Noncontrolling Interest as a Percent of Total(A)
Noncontrolling Interest in Income (Loss) of Consolidated Subsidiaries(B)
Figure REIT$1,193 44.9 %$536 $4,802 44.6 %$2,143 
Offshore Solana Fund(1,084)2.8 (31)5,162 2.8 145 
Total / weighted average$109 24.9 %$505 $9,964 22.9 %$2,288 
(A)    Represents the weighted average percentage of total noncontrolling shareholders’ net income (loss) in consolidated subsidiaries.
(B)    Balances may not cross-foot due to rounding for presentation purposes in the Noncontrolling Interest as a Percent of Total shown.
The noncontrolling interests in the equity of consolidated subsidiaries is computed as follows:
September 30, 2025December 31, 2024
Total Consolidated EquityNoncontrolling Ownership Interest as a Percent of TotalNoncontrolling Interest in Equity of Consolidated SubsidiariesTotal Consolidated EquityNoncontrolling Ownership Interest as a Percent of TotalNoncontrolling Interest in Equity of Consolidated Subsidiaries
Figure REIT$18,678 44.9 %$8,394 $18,261 44.6 %$7,769 
Offshore Solana Fund12,148 2.8 342 17,807 2.8 508 
Total / weighted average$30,826 28.3 %$8,736 $36,068 24.0 %$8,277