Figure Technology closes $590M Kiavi acquisition

Rhea-AI Filing Summary

Figure Technology Solutions, Inc. (FIGR) completed its previously announced acquisition of Kiavi, Inc. on September 1, 2026. Through a merger of a wholly owned subsidiary into Kiavi, Kiavi now operates as a wholly owned subsidiary of Figure.

Figure paid cash consideration of approximately $590 million, net of cash acquired, subject to customary adjustments for Kiavi’s cash, indebtedness, transaction expenses, and operating net working capital. The company primarily funded this with net proceeds from $600 million aggregate principal amount of 8.500% Senior Notes due 2031, which closed on July 14, 2026.

At closing, Figure repaid in full all outstanding obligations under Kiavi’s Third Amended and Restated Credit Agreement and terminated a Master Repurchase Agreement involving Kiavi Funding, Inc. and Kiavi Funding Trust 2, releasing all related liens. The company highlights forward-looking risks around integrating Kiavi, realizing anticipated synergies, regulatory compliance, and broader economic and market conditions.

8-K Event Classification

Item 2.01 — Completion of Acquisition or Disposition of Assets

1 item

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Key Figures

Cash consideration, net of cash acquired: $590 million Senior Notes aggregate principal amount: $600 million Senior Notes interest rate: 8.500% +5 more

8 metrics

Cash consideration, net of cash acquired $590 million Merger consideration paid by Figure to acquire Kiavi, subject to customary adjustments

Senior Notes aggregate principal amount $600 million 8.500% Senior Notes due 2031 used primarily to fund the merger consideration

Senior Notes interest rate 8.500% Interest rate on Figure’s Senior Notes due 2031 used to finance the Kiavi acquisition

Senior Notes maturity 2031 Stated maturity year of the 8.500% Senior Notes

Merger Agreement date June 10, 2026 Date of the Agreement and Plan of Merger among Figure, Merger Sub, Kiavi, and Fortis Advisors LLC

Merger closing date September 1, 2026 Date Figure completed the acquisition of Kiavi, Inc.

Third Amended and Restated Credit Agreement date December 19, 2024 Date of the Kiavi credit agreement that was repaid in full at closing

Master Repurchase Agreement date September 19, 2025 Date of the Master Repurchase Agreement terminated at closing

Key Terms

Agreement and Plan of Merger, Debt Service Coverage Ratio, Senior Notes due 2031, Master Repurchase Agreement, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated as of June 10, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Debt Service Coverage Ratio financial

"DSCR (“Debt Service Coverage Ratio”) loans on Kiavi’s balance sheet"

Debt service coverage ratio measures how many times a company's available cash flow can pay its scheduled debt payments (interest plus principal). Think of it like checking how many months of take-home pay it would take to cover your mortgage and loan bills; a higher number means a bigger cushion against missed payments. Investors use it to gauge credit risk, the likelihood of default, and whether a company can afford dividends or new borrowing.

Senior Notes due 2031 financial

"its $600 million aggregate principal amount of 8.500% Senior Notes due 2031"

Master Repurchase Agreement financial

"terminated that certain Master Repurchase Agreement, dated as of September 19, 2025"

A master repurchase agreement is a standardized legal contract that governs repurchase (repo) transactions, where one party sells a security to another with a promise to buy it back later at a set price. Think of it like a short-term, collateralized loan or pawning an item: the security reduces the lender’s risk and the agreement sets the rules, including margin and default procedures. Investors care because these deals affect market liquidity, short-term funding costs and counterparty risk, which can influence asset prices and a firm’s ability to borrow.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What transaction did FIGR complete on September 1, 2026?

On September 1, 2026, Figure Technology Solutions, Inc. completed the acquisition of Kiavi, Inc.. A wholly owned Figure subsidiary merged with and into Kiavi, with Kiavi surviving as a wholly owned subsidiary of Figure.

How much did FIGR pay to acquire Kiavi, Inc.?

Figure paid approximately $590 million in cash consideration, net of cash acquired, to acquire Kiavi’s technology platform and DSCR loans. This amount is subject to customary post-closing adjustments for Kiavi’s cash, indebtedness, transaction expenses, and operating net working capital.

How did FIGR finance the Kiavi acquisition?

Figure primarily funded the $590 million merger consideration using net proceeds from its $600 million aggregate principal amount of 8.500% Senior Notes due 2031, which closed on July 14, 2026.

What debt arrangements related to Kiavi were repaid or terminated at closing?

At closing, Figure repaid in full all outstanding obligations under Kiavi’s Third Amended and Restated Credit Agreement and terminated a Master Repurchase Agreement involving Kiavi Funding, Inc. and Kiavi Funding Trust 2, with all related liens released.

What key risks does FIGR highlight regarding the Kiavi merger?

Figure cites risks including the ability to integrate Kiavi’s business, the ability to realize anticipated benefits and synergies, potential adverse effects on its business and results, regulatory compliance matters, changes in economic and financial market conditions, and other risk factors in its SEC filings.

What type of loans did FIGR acquire on Kiavi’s balance sheet?

Figure acquired Kiavi’s DSCR (Debt Service Coverage Ratio) loans that were on Kiavi’s balance sheet, in addition to Kiavi’s technology platform, as part of the merger consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/01/2026 - 08:01 AM Accepted by SEC EDGAR 09/01/2026 - 08:00 AM Learn about SEC filing dates

false 0002064124 0002064124 2026-09-01 2026-09-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 1, 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, including zip code)

(917) 789-8049

(Registrant’s telephone number, including area code)

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(s)		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 (§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 2.01 Completion of Acquisition or Disposition of Assets.

On September 1, 2026, Figure Technology Solutions, Inc. (the “Company”) completed its previously announced acquisition of Kiavi, Inc., a Delaware corporation (“Kiavi”), pursuant to the Agreement and Plan of Merger, dated as of June 10, 2026 (the “Merger Agreement”), by and among the Company, Project Mason Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Kiavi, and Fortis Advisors LLC, as the securityholder representative.

Pursuant to the Merger Agreement, Merger Sub merged with and into Kiavi (the “Merger”), with Kiavi surviving as a wholly owned subsidiary of the Company.

At the closing of the Merger, the Company paid cash consideration, net of cash acquired of approximately $590 million, (the “Merger Consideration”) to acquire Kiavi’s technology platform and DSCR (“Debt Service Coverage Ratio”) loans on Kiavi’s balance sheet, which is subject to customary adjustments for Kiavi’s cash, indebtedness, transaction expenses, and operating net working capital.

All closing conditions were satisfied or waived at or prior to the closing of the Merger.

The Company primarily funded the Merger Consideration using the net proceeds from its $600 million aggregate principal amount of 8.500% Senior Notes due 2031 (the “Notes”), which closed on July 14, 2026.

In connection with the closing of the Merger, on the closing date, (1) Figure repaid in full all outstanding obligations under that certain Third Amended and Restated Credit Agreement, dated as of December 19, 2024, among Kiavi, U.S. Bank Trust Company, National Association, as paying agent, and the lenders party thereto, and (2) Kiavi Funding, Inc. and Kiavi Funding Trust 2 (each an indirect subsidiary of the Company) terminated that certain Master Repurchase Agreement, dated as of September 19, 2025, with Deutsche Bank AG, New York Branch. Upon such repayment and termination, all related financing documents were terminated and all liens securing the obligations thereunder were released.

The Merger was previously reported on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 10, 2026 (the “Original 8-K”), which disclosed the entry into the Merger Agreement. The descriptions of the Merger and the Merger Agreement contained in the Original 8-K are incorporated by reference herein, and readers are referred to the Original 8-K for further details regarding the transaction.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Original 8-K and is incorporated by reference herein.

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 may be identified by the use of words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “projects,” “will,” “should,” “may,” “could,” and similar expressions or the negatives thereof. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated.

Risks and uncertainties that could cause actual results to differ include, but are not limited to: (i) the ability of the Company to successfully integrate the business and operations of Kiavi; (ii) the ability to realize the anticipated benefits and synergies of the Merger; (iii) potential adverse effects on the Company’s business, financial condition and results of operations resulting from the Merger; (iv) regulatory matters, including compliance with applicable laws and regulations; (v) changes in general economic, business or political conditions, including changes in the financial markets; and (vi) such other factors as are set forth in the risk factors included in the Company’s Annual Report on Form 10-K and other filings with the SEC.

All forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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: September 1, 2026	By:	/s/ Michael Tannenbaum
	Name:	Michael Tannenbaum
	Title:	Chief Executive Officer and Director

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB