Figure Technology (NASDAQ: FIGR) issues $600M 8.500% senior notes due 2031

Rhea-AI Filing Summary

Figure Technology Solutions, Inc. completed an offering of $600 million principal amount of 8.500% Senior Notes due 2031. The notes were issued under an Indenture dated July 14, 2026 and are fully and unconditionally guaranteed on a senior unsecured basis by certain domestic wholly owned subsidiaries.

The Notes bear interest at 8.500% per annum, payable semiannually on January 31 and July 31, beginning January 31, 2027, and mature on July 31, 2031. Prior to July 31, 2028, the company may redeem the Notes at 100% of principal plus a make-whole premium; it may also redeem up to 40% with equity offering proceeds, subject to conditions. Following a Change of Control, holders must be offered repurchase at 101% of principal plus accrued interest.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Notes Principal Amount: $600 million Coupon Rate: 8.500% per annum Interest Payment Dates: January 31 and July 31 +4 more

7 metrics

Notes Principal Amount $600 million Principal amount of 8.500% Senior Notes issued on July 14, 2026

Coupon Rate 8.500% per annum Interest rate on Senior Notes, payable semiannually

Interest Payment Dates January 31 and July 31 Semiannual interest payments beginning January 31, 2027

Maturity Date July 31, 2031 Final maturity of the 8.500% Senior Notes

Change of Control Repurchase Price 101% of principal Price at which company must offer to repurchase Notes upon Change of Control

Equity Clawback Limit 40% of aggregate principal Maximum portion of Notes redeemable with net cash proceeds from certain equity offerings before July 31, 2028

Indenture Date July 14, 2026 Date of Indenture among the company, guarantors and trustee

Key Terms

Indenture, make-whole premium, Change of Control, Restricted Subsidiaries, +1 more

5 terms

Indenture regulatory

"The Notes were issued pursuant to an indenture (the “Indenture”) dated as of July 14, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole premium financial

"at a redemption price equal to 100.000% of the principal amount... plus a make-whole premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Change of Control financial

"Upon the occurrence of a Change of Control (as defined in the Indenture), the Company must offer to repurchase"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Restricted Subsidiaries financial

"covenants that limit the ability of the Company and any of its Restricted Subsidiaries"

Restricted subsidiaries are parts of a company that are legally limited by its loan or bond agreements from doing things like sending cash up to the parent, selling assets, taking on more debt, or changing their business without permission. Investors care because these limits affect how easily the parent company can use that unit’s money or collateral — like rooms in a house that are locked and unavailable when you need cash or want to refinance — which changes credit risk and financial flexibility.

senior, unsecured financial

"The Notes and the note guarantees are general unsecured senior obligations of the Company"

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Available on EDGAR 07/14/2026 - 05:24 PM Accepted by SEC EDGAR 07/14/2026 - 05:24 PM Learn about SEC filing dates

FAQ

What did Figure Technology Solutions (FIGR) announce regarding new debt financing?

Figure Technology Solutions issued $600 million principal amount of 8.500% Senior Notes due 2031. The notes are senior unsecured obligations, guaranteed by certain domestic subsidiaries, and were sold in the United States to qualified institutional buyers under an Indenture dated July 14, 2026.

What are the key terms of FIGR’s 8.500% Senior Notes due 2031?

The Notes bear interest at 8.500% per annum, payable semiannually on January 31 and July 31 starting January 31, 2027. They mature on July 31, 2031 and constitute general unsecured senior obligations of Figure Technology Solutions and the subsidiary guarantors.

When can Figure Technology Solutions (FIGR) redeem the new Senior Notes?

Before July 31, 2028, Figure may redeem the Notes at 100.000% of principal plus a make-whole premium and interest. On and after July 31, 2028, the company may redeem them at specified prices set forth in the Indenture governing the Notes.

What is the equity clawback feature on FIGR’s 8.500% Notes?

At any time before July 31, 2028, Figure may redeem up to 40% of the aggregate principal amount of the Notes with net cash proceeds from certain equity offerings, if at least 50% of the Notes remain outstanding and redemption occurs within 180 days of such offering.

How are FIGR’s noteholders protected in a Change of Control event?

If a defined Change of Control occurs, Figure must offer to repurchase all outstanding Notes at 101% of their principal amount plus accrued and unpaid interest. This Change of Control offer gives noteholders a contractual exit at a premium price.

Who guarantees the new Senior Notes issued by Figure Technology Solutions (FIGR)?

The 8.500% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain domestic wholly owned subsidiaries of Figure Technology Solutions, providing additional support beyond the parent company’s general unsecured obligation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2026

Figure Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-42829		99-2556408
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 West Liberty Street, Suite 600 Reno, Nevada		89501
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 789-8049

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		FIGR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Indenture and Notes

On July 14, 2026, Figure Technology Solutions, Inc. (the “Company”) closed its previously announced offering of $600 million principal amount of 8.500% Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an indenture (the “Indenture”) dated as of July 14, 2026 among the Company, certain of the Company’s domestic wholly-owned subsidiaries as guarantors (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

The Notes will accrue interest at a rate of 8.500% per annum, payable semiannually in arrears on January 31 and July 31 of each year, beginning on January 31, 2027. The Notes will mature on July 31, 2031, unless earlier repurchased or redeemed.

The Notes are fully and unconditionally guaranteed (the “note guarantees”), on a senior, unsecured basis, by the Guarantors. The Notes were offered in the United States and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and the rules thereunder, and are acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer.

The Notes and the note guarantees are general unsecured senior obligations of the Company and the Guarantors, respectively.

At any time prior to July 31, 2028, the Company may redeem the Notes, in whole or in part, at its option at a redemption price equal to 100.000% of the principal amount of the Notes plus a make-whole premium described in the Indenture, plus accrued and unpaid interest, if any, 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.

In addition, at any time prior to July 31, 2028, the Company may from time to time redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price set forth in the Indenture, if 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 such equity offering.

Upon the occurrence of a Change of Control (as defined in the Indenture), the Company must offer to repurchase all of the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The Indenture also contains customary provisions relating to events of default.

The Indenture contains covenants that limit the ability of the Company and any of its Restricted Subsidiaries (as defined in the Indenture), to, among other things:

· incur or guarantee additional indebtedness or issue certain preferred stock;

· pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness;

· transfer or sell certain assets;

· create certain liens;

· make certain investments;

· enter into agreements that restrict dividends or other payments from restricted subsidiaries to the Company;

· consolidate, merge or transfer all or substantially all of the Company’s assets;

· engage in certain transactions with affiliates; and

· designate unrestricted subsidiaries.

The above descriptions of the Indenture and the Notes are summaries and are not complete, and are qualified in their entirety by reference to the full and complete text of the Indenture and the Form of Note, a copy each of which is attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Forward Looking Statements

Certain information contained or incorporated by reference in this Current Report on Form 8-K constitutes forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance, underlying assumptions and other statements that are other than statements of historical fact. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “projects,” “forecasts,” “may,” “assume,” “intend,” “will,” “continue,” “opportunity,” “predict,” “potential,” “future,” “likely,” “target,” “indicate,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect management’s current expectations based on factors currently known but are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to the offering of the Notes, the anticipated use of the proceeds therefrom, the completion of the Kiavi Acquisition, satisfaction of the conditions to the Kiavi Acquisition, receipt of required governmental and regulatory approvals, availability of financing, integration of Kiavi, realization of anticipated benefits, synergies and projected metrics, and the risks discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and, except to the extent required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of July 14, 2026, among Figure Technology Solutions, Inc., the guarantors party thereto and Wilmington Trust, National Association.
4.2		Form of 8.500% Senior Note due 2031 (included in Exhibit 4.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIGURE TECHNOLOGY SOLUTIONS, INC.
Date: July 14, 2026	By:	/s/ Michael Tannenbaum
		Michael Tannenbaum
		Chief Executive Officer and Director

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 1.0 MB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB