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Figma Form 4: CEO awarded 11,250,000 RSUs tied to IPO targets

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Figma (FIG) filed a Form 4 showing its President & CEO, who is also a Director and 10% Owner, earned 11,250,000 restricted stock units (RSUs). The Compensation Committee certified on October 21, 2025 that performance criteria were met, triggering the award. Each RSU represents a right to receive one share of Class B common stock upon settlement.

The grant included performance-, service-, and market-based vesting conditions tied to the company’s initial public offering and public market capitalization targets. The market-based portion comprised three tranches of 1,875,000, 3,750,000, and 5,625,000 underlying shares that were certified as achieved on October 21, 2025. The derivative table lists a date exercisable of October 21, 2025 and an expiration date of October 27, 2028.

Positive

  • None.

Negative

  • None.
Insider Field Dylan
Role President & CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 11,250,000 $0.00 --
Holdings After Transaction: Restricted Stock Units — 11,250,000 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units ("RSUs") previously reported on Form 3 filed by the Reporting Person on July 30, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors on October 21, 2025. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. The award was granted subject to a performance-based vesting condition that was satisfied in connection with the Issuer's initial public offering, as well as service-based and market-based vesting conditions, with the market-based vesting condition comprised of three tranches representing 1,875,000, 3,750,000 and 5,625,000 of the underlying shares of the Issuer's Class B Common Stock, respectively, that were satisfied upon the achievement of certain public market capitalization targets as certified by the Compensation Committee of the Issuer's Board of Directors on October 21, 2025.
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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Field Dylan
(Last) (First) (Middle)
C/O FIGMA, INC.
760 MARKET STREET, FLOOR 10
(Street)
SAN FRANCISCO CA 94102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Figma, Inc. [ FIG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1) (2) 10/21/2025 A 11,250,000 (3) 10/27/2028 Class B Common Stock 11,250,000 $0 11,250,000 D
Explanation of Responses:
1. Represents restricted stock units ("RSUs") previously reported on Form 3 filed by the Reporting Person on July 30, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors on October 21, 2025.
2. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
3. The award was granted subject to a performance-based vesting condition that was satisfied in connection with the Issuer's initial public offering, as well as service-based and market-based vesting conditions, with the market-based vesting condition comprised of three tranches representing 1,875,000, 3,750,000 and 5,625,000 of the underlying shares of the Issuer's Class B Common Stock, respectively, that were satisfied upon the achievement of certain public market capitalization targets as certified by the Compensation Committee of the Issuer's Board of Directors on October 21, 2025.
/s/ Brendan Mulligan, Attorney-in-Fact 10/23/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Figma (FIG) report in this Form 4?

The President & CEO earned 11,250,000 RSUs, each settling into one share of Class B common stock upon settlement.

When were the performance criteria certified for the RSUs?

The Compensation Committee certified achievement on October 21, 2025.

How are the RSUs structured for Figma (FIG)?

They include performance-, service-, and market-based vesting conditions linked to the IPO and market capitalization targets.

What are the market-based RSU tranches?

Three tranches: 1,875,000, 3,750,000, and 5,625,000 underlying shares, certified on October 21, 2025.

What does each RSU convert into at settlement?

Each RSU converts into one share of Figma’s Class B common stock.

What dates are listed for the derivative award?

The table shows date exercisable: October 21, 2025 and expiration: October 27, 2028.