false
0002064124
0002064124
2026-02-13
2026-02-13
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): February 13, 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
2.02 Results of Operations and Financial Condition.
On
February 13, 2026, Figure Technology Solutions, Inc. (the “Company”) issued a press release announcing certain preliminary
financial results for the quarter ended December 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The
information contained in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.
(d)
The following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated February 13, 2026 |
| 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:
February 13, 2026 |
By: |
/s/
Michael Tannenbaum |
| |
|
Michael
Tannenbaum |
| |
|
Chief
Executive Officer and Director |
Exhibit
99.1
Figure
Technology Solutions Announces Preliminary Fourth Quarter & Full Year 2025 Financial Results
NEW
YORK, Feb. 13, 2026 (GLOBE NEWSWIRE) — Figure Technology Solutions (Nasdaq: FIGR), the leading blockchain-native capital marketplace
for the origination, funding, sale and trading of tokenized assets, today announced preliminary unaudited financial results for the fourth
quarter and full year ended December 31, 2025. Additionally, the Company filed a registration statement on Form S-1 that contained preliminary
results of operations for the same periods.
“We are closing the year with strong fourth quarter results, reflecting growing momentum for Figure. We achieved triple-digit year-over-year
growth in Consumer Loan Marketplace volume, increased adoption of Figure Connect, and saw expanding activity within our blockchain ecosystem,
reinforcing the diversity and scalability of our model.
Looking
ahead, we remain focused on expanding our partner network, deepening our marketplace liquidity, and advancing our blockchain-native infrastructure.
This quarter’s strong results reflect the meaningful progress we’ve already made in modernizing capital markets and position
us to further accelerate that transformation.”
-
Michael Tannenbaum, CEO
Fourth
Quarter 2025 Preliminary Expected Results
| |
● |
Consumer
Loan Marketplace Volume of $2.7 billion, an increase of 131% year-over-year. |
| |
● |
Net
Revenue of $158.0 to $162.0 million |
| |
● |
Adjusted
Net Revenue of $155.5 to $160.5 million |
| |
● |
GAAP
Net Income of $12.5 to $13.5 million |
| |
● |
Adjusted
EBITDA of $80.0 to $83.0 million |
| |
● |
Adjusted
EBITDA margin of 49.8% to 53.4% |
Full
Year 2025 Preliminary Expected Results
| |
● |
Consumer
Loan Marketplace Volume of $8.4 billion, an increase of 63% year-over-year. |
| |
● |
Net
Revenue of $505.0 to $509.0 million |
| |
● |
Adjusted
Net Revenue of $512.5 to $517.5 million |
| |
● |
GAAP
Net Income of $131.5 to $132.5 million |
| |
● |
Adjusted
EBITDA of $249.0 to $252.0 million |
| |
● |
Adjusted
EBITDA margin of 48.1% to 49.2% |
Webcast
Information
Figure
will host a conference call and webcast at 4:30 p.m. Eastern Time, Thursday, February 26, 2026 to discuss its results and outlook. A
link to the live discussion and accompanying presentation will be made available on the Company’s investor relations website at
https://investors.figure.com/. A replay will also be made available following the discussion at the same website.
Preliminary
Unaudited Financial Data
We
have presented above certain preliminary operating results representing our estimates for the fourth quarter and year ended December
31, 2025. These preliminary estimates are based on currently available information and do not present all information necessary for an
understanding of our operating results as of and for the three months and year ended December 31, 2025. This information has been prepared
by and is the responsibility of our management. Our independent registered public accounting firm has not audited, reviewed, or completed
performing their procedures with respect to the preliminary operating results included below and does not express an opinion or any other
form of assurance with respect thereto. We will complete the preparation of our consolidated financial statements as of and for the fourth
quarter and year ended December 31, 2025 following the completion of this offering. Although we are currently unaware of any items that
would require us to make adjustments to the information set forth below, it is possible that we or our independent registered public
accounting firm may identify such items as we complete our consolidated financial statements, and any resulting changes could be material.
Accordingly, undue reliance should not be placed on these preliminary estimates. There can be no assurance that the range of our preliminary
estimates of total net revenue, net income, Adjusted Net Revenue, and Adjusted EBITDA for the three months and year ended December 31,
2025 are indicative of what our results will be for the three months and year ended December 31, 2025 or for any future period. These
preliminary estimates should be read together with the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking
Statements” and our consolidated financial statements and related notes included elsewhere in this prospectus. Adjusted Net Revenue
and Adjusted EBITDA are supplemental measures that are not calculated or presented in accordance with GAAP. See the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information
about our non-GAAP measures.
About
Non-GAAP Financial Measures and Other Performance Metrics
Financial
Measures
In
order to better help understand our financial performance, we use several key performance metrics that should be viewed independently
of GAAP items, as these metrics are not intended to be combined with those items. Our determination and presentation of these metrics
may differ from that of other companies. The presentation of these metrics is meant to be considered in addition to, not as a substitute
for or in isolation from, our financial measures prepared in accordance with GAAP.
Adjusted
Net Revenue
Adjusted
Net Revenue is a non-GAAP financial measure used by our management to evaluate operating performance. Accordingly, we believe this measure
provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management
and board of directors. In addition, Adjusted Net Revenue provides a useful measure for period-to-period comparisons of our business,
as it removes the effect of a non-cash, non-realized adjustment that is included in net revenue. Adjusted Net Revenue is defined as net
revenue excluding the change in fair value of MSR associated with changes in our estimates that management has determined are not reflective
of our operating performance.
Adjusted
EBITDA
Adjusted
EBITDA is a non-GAAP financial measure used by our management to evaluate operating performance, generate future operating plans, and
make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, we believe
this measure provides useful information to investors and others in understanding and evaluating our operating results in the same manner
as our management and board of directors. In addition, Adjusted EBITDA provides a useful measure for period-to-period comparisons of
our business, as it removes the effect of certain non-cash items, variable charges, non-recurring items, unrealized gains or losses or
other similar non-cash items that are included in net income or expenses associated with the early stages of the business that are expected
to ultimately terminate, pursuant to the terms of certain existing contractual arrangements or expected to continue at levels materially
below the historical level, or that otherwise do not contribute directly to management’s evaluation of its operating results. Adjusted
EBITDA is defined as net income excluding interest expense incurred in connection with our debt obligations other than debt associated
with our funding of loans held for sale, income taxes, amortization and depreciation expense, stock-based compensation expense, non-cash
changes in certain financial instruments, and other items that management has determined are not reflective of our operating performance.
Full
reconciliations of each historical adjusted measure to the most comparable GAAP financial measure are set forth below.
| | |
Three Months Ended | |
| | |
2025 | | |
2024 | |
| $ in thousands | |
Low (estimated) | | |
High (estimated) | | |
Actual | |
| Total Net Revenue | |
$ | 158,000 | | |
$ | 162,000 | | |
$ | 83,855 | |
| Plus: Valuation Changes in Fair Value of MSRs | |
| (2,500 | ) | |
| (1,500 | ) | |
| (7,219 | ) |
| Adjusted Net Revenue | |
$ | 155,500 | | |
$ | 160,500 | | |
$ | 76,636 | |
| | |
| | | |
| | | |
| | |
| Net Income (A) | |
$ | 12,500 | | |
$ | 13,500 | | |
$ | 5,889 | |
| Plus: Valuation Changes in Fair Value of MSRs | |
| (2,500 | ) | |
| (1,500 | ) | |
| (7,219 | ) |
| Plus: Change in Fair Value of Digital Assets and Related Investments (B) | |
| 9,000 | | |
| 9,000 | | |
| (2,686 | ) |
| Plus: Impairment of Capitalized Software | |
| — | | |
| — | | |
| — | |
| Plus: Impairment of Digital Assets | |
| — | | |
| — | | |
| 8 | |
| Plus: Other Asset Impairment Charge | |
| — | | |
| — | | |
| 4,970 | |
| Plus: Services exchanged for Issuance of Warrants | |
| 2,000 | | |
| 2,000 | | |
| 2,565 | |
| Plus: Registration Costs (C) | |
| 2,000 | | |
| 2,000 | | |
| — | |
| Plus: Restructuring Costs | |
| — | | |
| — | | |
| 1 | |
| Plus: Stock-Based Compensation Expense (D) | |
| 40,000 | | |
| 40,000 | | |
| 4,200 | |
| Plus: Amortization of Internally Developed Software Costs | |
| 4,000 | | |
| 4,000 | | |
| 3,858 | |
| Plus: Non-Funding Interest Expense | |
| 5,000 | | |
| 5,000 | | |
| 3,480 | |
| Plus: Income Tax Provision (E) | |
| 8,000 | | |
| 9,000 | | |
| 389 | |
| Adjusted EBITDA | |
$ | 80,000 | | |
$ | 83,000 | | |
$ | 15,455 | |
(A)
During the three months ended December 31, 2025, the company experienced higher professional services and insurance costs as a newly
formed public company.
(B)
The change in fair value of digital assets and related investments consists of (i) the change in the fair value of digital assets, and
(ii) the change in our ratable investment in the Domestic Solana Fund.
(C)
Registration costs represent costs incurred in relation to this offering.
(D)
Stock-based compensation expense for the 3 months ended December 31, 2025 makes up approximately 64% of stock compensation expense for
the year ended December 31, 2025, primarily driven by one time fully vested grants to third party advisors and for certain of our restricted
stock units that apply graded vesting which accelerates the recognition of stock based compensation expense to earlier years within the
vesting period.
(E)
During the three months ended September 30, 2025, the company recognized a one time tax benefit due to the Recombination of $32 million.
| | |
Year Ended | |
| | |
2025 | | |
2024 | |
| $ in thousands | |
Low (estimated) | | |
High (estimated) | | |
Actual | |
| Total Net Revenue | |
$ | 505,000 | | |
$ | 509,000 | | |
$ | 340,885 | |
| Plus: Valuation Changes in Fair Value of MSRs | |
| 7,500 | | |
| 8,500 | | |
| (1,703 | ) |
| Adjusted Net Revenue | |
$ | 512,500 | | |
$ | 517,500 | | |
$ | 339,182 | |
| | |
| | | |
| | | |
| | |
| Net Income (A) | |
$ | 131,500 | | |
$ | 132,500 | | |
$ | 19,915 | |
| Plus: Valuation Changes in Fair Value of MSRs | |
| 7,500 | | |
| 8,500 | | |
| (1,703 | ) |
| Plus: Change in Fair Value of Digital Assets and Related Investments (B) | |
| 12,500 | | |
| 12,500 | | |
| (10,674 | ) |
| Plus: Impairment of Capitalized Software | |
| — | | |
| — | | |
| 8,591 | |
| Plus: Impairment of Digital Assets | |
| — | | |
| — | | |
| 5,859 | |
| Plus: Other Asset Impairment Charge | |
| — | | |
| — | | |
| 4,970 | |
| Plus: Services exchanged for Issuance of Warrants | |
| 9,500 | | |
| 9,500 | | |
| 6,584 | |
| Plus: Registration Costs (C) | |
| 6,000 | | |
| 6,000 | | |
| — | |
| Plus: Restructuring Costs | |
| 4,000 | | |
| 4,000 | | |
| 2,498 | |
| Plus: Stock-Based Compensation Expense (D) | |
| 63,000 | | |
| 63,000 | | |
| 38,726 | |
| Plus: Amortization of Internally Developed Software Costs | |
| 16,000 | | |
| 16,000 | | |
| 17,113 | |
| Plus: Non-Funding Interest Expense | |
| 18,000 | | |
| 18,000 | | |
| 7,387 | |
| Plus: Income Tax Provision (E) | |
| (19,000 | ) | |
| (18,000 | ) | |
| 2,177 | |
| Adjusted EBITDA | |
$ | 249,000 | | |
$ | 252,000 | | |
$ | 101,443 | |
(A)
During the three months ended December 31, 2025, the company experienced higher professional services and insurance costs as a newly
formed public company.
(B)
The change in fair value of digital assets and related investments consists of (i) the change in the fair value of digital assets, and
(ii) the change in our ratable investment in the Domestic Solana Fund.
(C)
Registration costs represent costs incurred in relation to this offering and Figure’s initial public offering in September 2025.
(D)
Stock-based compensation expense for the 3 months ended December 31, 2025 makes up approximately 64% of stock compensation expense for
the year ended December 31, 2025, primarily driven by one time fully vested grants to third party advisors and for certain of our restricted
stock units that apply graded vesting which accelerates the recognition of stock based compensation expense to earlier years within the
vesting period.
(E)
During the three months ended September 30, 2025, the company recognized a one time tax benefit due to the Recombination of $32 million.
About
Figure Technology Solutions, Inc
Figure
Technology Solutions, Inc. (Nasdaq: FIGR) is a blockchain-native capital marketplace that seamlessly connects origination, funding, and
secondary market activity. More than 200 partners use its loan origination system and capital marketplace. Collectively, Figure and its
partners have originated over $22 billion of home equity to date, among other products, making Figure’s ecosystem the largest non-bank
provider of home equity financing. The fastest growing components are Figure Connect, its consumer credit marketplace, and Democratized
Prime, Figure’s on-chain lend-borrow marketplace. Figure’s ecosystem also includes DART (Digital Asset Registry Technology)
for asset custody and lien perfection, and $YLDS, an SEC-registered yield-bearing stablecoin that operates as a tokenized money market
fund.
Figure
is the market leader in real world asset (RWA) tokenization and its most recent securitization received a AAA rating from S&P and
Moody’s, the first of its kind for blockchain finance. For more information, visit https://figure.com or follow Figure on
LinkedIn.
