FGRS — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-15

• Figure is building the future of capital markets using blockchain-based technology. Financial services have historically been and are still trust-based markets, which require intermediation. Large institutional companies have been built around this. Blockchain-based technology has the power to disti…

• Blockchain can do more than disrupt existing markets. By taking historically illiquid assets, such as loans, and putting these assets and their performance history on-chain, blockchain is able to bring liquidity to historically static markets. That liquidity, coupled with the ability to achieve true…

• We believe there are three core benefits blockchain delivers to the capital markets. The first is transactional: the reduction of audit, quality control, third-party review and other expenses. The second is liquidity: the ability to support 24x7, real-time bilateral marketplaces. The third is financ…

• Figure’s proprietary technology powers next-generation lending, trading and investing activities in areas such as consumer credit and digital assets. Our application of the blockchain ledger allows us to better serve our end-customers, increase speed and efficiency, and enhance standardization and l…

• In February 2026, we launched the On-Chain Public Equity Network (“OPEN”), a blockchain-based network designed to modernize the underlying infrastructure that supports the issuance, trading, custody and lending of public equity securities.

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• Figure is building the future of capital markets using blockchain-based technology.

• Figure’s proprietary technology powers next-generation lending, trading and investing activities in areas such as consumer credit and digital assets. Our application of the blockchain ledger allows us to better serve our end-customers, improve speed and efficiency, and enhance standardization and li…

• The infrastructure supporting capital markets today is fragmented and operates on legacy systems which employ antiquated processes for loan approvals and transaction processing. This creates process and cost inefficiencies in serving consumer credit markets and limits the development of alternative …

• Figure aims to address these challenges by using blockchain-based technology to innovate beyond legacy processes. We built a transformative, scaled and fast growing technology platform that displaces trust with truth in the financial ecosystem. Our platform also supports legacy systems, and our goal…

• Our technology enables the immutable recording of all assets and their key information on Provenance Blockchain. Provenance Blockchain, an independent Layer 1 blockchain, provides the scale, security, speed and cost structure to facilitate activity across the broad financial services landscape as a …

Text added vs the prior filing · source: 10-Q · 2026-05-15

• There have been no material changes in our market risk from the disclosure included under “Quantitative and Qualitative Disclosures of Market risk” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• Market risk is the exposure to loss resulting from changes in interest rates, credit spreads, foreign currency exchange rates, commodity prices, equity prices, and other market-based risks. The primary market risks that we are exposed to are interest rate risk, prepayment speed risk, credit spread r…

• Credit risk refers to the risk of loss arising from individual customer default due to inability or unwillingness to meet their financial obligations during the period that we own the loans. The performance of certain financial instruments, including loans, on our Condensed Consolidated Balance Shee…

• The fair values of these loans are estimated based on a discounted cash flow model which involves the use of significant unobservable inputs and assumptions. These instruments are sensitive to changes in credit risk.

• Changes in interest rates, including changes in expected interest rates, affect (a) our net interest income, which is the difference between the interest income earned on assets and the interest expense incurred in connection with our debt obligations, and (b) the price of our investments and loans …

• The interest rates charged on the loans that we and our partners originate are determined based upon a margin above a market benchmark at the time of onboarding. Increases in the market benchmark would result in increases in the interest rates on new loans. Increased interest rates may adversely imp…

Text added vs the prior filing · source: 10-Q · 2026-05-15

• There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial r…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• As previously disclosed, as of December 31, 2024, the following material weaknesses existed:

• •We did not design or maintain an effective control environment commensurate with our financial reporting requirements; specifically, we did not maintain adequate resources in the accounting and finance functions with requisite knowledge, skills, and experience to accurately apply GAAP; and

• •We did not maintain effective risk assessment and monitoring; specifically, we did not maintain adequate accounting function personnel to perform appropriate identification of risk points, and to design, implement, and monitor the effectiveness of internal controls addressing the risk points identi…

• These material weaknesses contributed to several additional material weaknesses. Specifically, we did not (i) design and maintain controls over technical accounting transactions to achieve adequate and timely analysis, (ii) effectively review manual aspects of recording loan assets to ensure that th…

• We have not identified a material misstatement to our financial statements resulting from the material weaknesses described above.

Text added vs the prior filing · source: 10-Q · 2026-05-15

• (a) Disclosure in lieu of reporting on a Current Report on Form 8-K

• On May 14, 2026, the Board of Directors of the Company approved an amendment and restatement of its 2025 Incentive Award Plan (as amended and restated, the “2025 Plan”) to, among other things, eliminate automatic double-trigger vesting for awards assumed in connection with a Change in Control (as de…

• Additionally, on May 14, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Todd Stevens, its Chief Capital Officer, providing for his eligibility for severance equal to 12 months of continued base salary payments in connection with a termination by the Company without C…

• The Company also approved, on May 14, 2026, the following treatment for any unvested equity-based awards held by certain key employees, including Michael Tannenbaum (our Chief Executive Officer), Macrina Kgil (our Chief Financial Officer) and Todd Stevens, in connection with a “change in control” (a…

• The description of the 2025 Plan and Letter Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the 2025 Plan and the Letter Agreement, which are filed as Exhibits 10.1, and 10.2, respectively, to this Quarterly Report on Form 10-Q.

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• Securities Trading Plans of Directors and Executive Officers

• No officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended September 30, 2025.

• Upon recommendation from the Compensation Committee of the Company’s Board of Directors, on November 12, 2025 the Board of Directors approved that the time-based portion of the founder retention equity award granted to Mr. Cagney on or around the date of the Company’s initial public offering under t…