Figma (FIG) CEO Dylan Field settles RSUs, withholds 3,034,868 shares

Rhea-AI Filing Summary

Figma, Inc. President & CEO Dylan Field reported the settlement of a large performance-based RSU award into 5,625,000 shares of Class B Common Stock on March 2, 2026. The RSUs vested after market capitalization targets were certified by the board’s compensation committee.

The Class B shares were acquired at a stated price of $0.00 per share through a derivative exercise, then 3,034,868 shares of Class B Common Stock were withheld by the company at $29.39 per share to satisfy tax withholding obligations, rather than sold in the open market.

After these transactions, Field directly owns 37,987,566 Class B shares and also reports indirect ownership of 14,754,517 Class B shares held by LLL Investments LLC, 523,289 shares in the Field 2024 GRAT Remainder Trust, and 1,122,908 shares in the Field 2021 Descendants Trust.

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

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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)
03/02/2026

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)	03/02/2026		M			5,625,000	(2)	10/27/2028	Class B Common Stock	5,625,000	$0	0	D
Class B Common Stock	(3)	03/02/2026		M		5,625,000		(3)	(3)	Class A Common Stock	5,625,000	$0	41,022,434	D
Class B Common Stock	(3)	03/02/2026		F(4)			3,034,868	(3)	(3)	Class A Common Stock	3,034,868	$29.39	37,987,566	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	14,754,517		14,754,517	I	See footnote(5)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	523,289		523,289	I	By Trust(6)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	1,122,908		1,122,908	I	By Trust(7)

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

2. 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. The award settled with respect to 50% of the RSUs underlying the award on November 17, 2025 and with respect to the remaining 50% of the RSUs underlying the award on March 2, 2026.

3. Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.

4. The transaction represents the number of shares of Class B Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of RSUs.

5. These shares are held of record by LLL Investments LLC which is associated with the Reporting Person.

6. These shares are held by the Field 2024 GRAT Remainder Trust, of which A7P Trust Company serves as trustee and may be replaced at the discretion of the Reporting Person.

7. These shares are held by the Field 2021 Descendants Trust, of which Bryn Mawr Trust Company of Delaware serves as trustee and may be replaced at the discretion of the Reporting Person.

	/s/ Brendan Mulligan, Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

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

Dylan Field reported settlement of a performance-based RSU award into 5,625,000 Class B shares. The award vested after IPO-related conditions and market capitalization targets were met, then converted and partially withheld to cover taxes rather than being sold in the market.

How many Figma Class B shares were withheld for Dylan Field’s taxes?

Figma withheld 3,034,868 Class B Common shares at $29.39 per share to cover tax liabilities. This disposition was coded as a tax-withholding transaction, meaning the shares went back to the company instead of being sold in open-market trades.

How many Class B shares does Dylan Field directly own after these transactions?

After the RSU conversion and tax-withholding disposition, Dylan Field directly owns 37,987,566 shares of Figma Class B Common Stock. This figure reflects his updated direct holdings following the settlement of the award and the related share withholding for tax obligations.

What indirect Figma shareholdings are associated with Dylan Field?

Indirect Class B holdings include 14,754,517 shares held by LLL Investments LLC, plus 523,289 shares in the Field 2024 GRAT Remainder Trust and 1,122,908 shares in the Field 2021 Descendants Trust. These entities are associated with Field as disclosed in the footnotes.

What are the terms of the Figma RSU award reported by Dylan Field?

The RSU award was subject to performance-based, service-based, and market-based vesting conditions. Its three market-based tranches, totaling 1,875,000, 3,750,000 and 5,625,000 underlying shares, vested when specified public market capitalization targets were certified by the compensation committee on October 21, 2025.

When did Dylan Field’s Figma RSUs settle into Class B shares?

The award settled in two equal parts after vesting conditions were met. Fifty percent of the RSUs settled on November 17, 2025, and the remaining fifty percent settled on March 2, 2026, when 5,625,000 Class B shares were delivered and some withheld for taxes.