Figure Technology (FIGR) director reports 6.5M conversion; 468,860 shares sold
Rhea-AI Filing Summary
Figure Technology Solutions, Inc. (FIGR) reporting person Adam Boyden, a director, disclosed transactions tied to the issuer's initial public offering. Preferred shares automatically converted into Class A common stock on 09/12/2025, producing 6,499,459 newly acquired Class A shares reported as acquired. The filing also reports a sale of 468,860 Class A shares on 09/12/2025 at $25.00 per share. After these transactions the reporting person is shown as beneficially owning 7,120,018 Class A shares (indirectly) and holds no derivative securities exercisable into additional shares. Disclosures indicate holdings are held through several venture partnership entities for which the reporting person is a managing member.
Positive
- Preferred shares converted into Class A stock as described, clarifying capital structure post-IPO
- Reporting person retains substantial indirect ownership (7,120,018 Class A shares), indicating continued alignment with pre-IPO investors
Negative
- Sale of 468,860 shares at $25.00 represents an insider disposition that increases available public float
- Significant holdings are indirect via affiliated entities, with the reporting person disclaiming beneficial ownership except for pecuniary interest
Insights
TL;DR: Director-level conversions increased reported indirect holdings while a modest-sale occurred the same day; ownership remains concentrated via venture entities.
The filing documents automatic conversion of preferred stock into 6.5 million Class A shares at IPO close, reflecting capitalization changes rather than new economic investment by the reporting person. The director retains indirect control through RPM/BGW vehicle structures that hold 7.12 million Class A shares in aggregate. A sale of 468,860 shares at $25 reduces stake held by those vehicles but does not eliminate substantial indirect ownership. For governance, concentrated ownership through affiliated funds suggests continued alignment with pre-IPO investors but warrants monitoring of future director sales for signaling.
TL;DR: Material share conversion expanded public float; a concurrent disclosed sale at $25 reduced part of the stake but significant indirect holdings remain.
The conversion of Series A-D preferred into 6,499,459 Class A shares increases publicly reportable common shares tied to pre-IPO holders, which can affect free float and supply dynamics. The reported sale of 468,860 shares at $25 is a defined, single-day disposition and represents a measurable liquidity event from affiliated vehicles. No derivative securities remain exercisable post-conversion per the filing. Investors should note the transactions are executed via limited partnerships and GP entities, with the reporting person disclaiming direct beneficial ownership except for pecuniary interest as disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock | 1,573,861 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 2,002,803 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 661,095 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 2,261,700 | $0.00 | -- |
| Conversion | Class A Common Stock | 6,499,459 | $0.00 | -- |
| Sale | Class A Common Stock | 468,860 | $25.00 | $11.72M |
Footnotes (1)
- Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer automatically converted into one share of Class A Common Stock. The sole general partner for RPM Ventures III, L.P. ("RPM III") and RPM Ventures III-A, L.P. ("RPM III-A") is RPM Ventures III GP L.L.C. ("RPM III GP"). The sole general partner for BGW Ventures III, L.P. ("BGW III") is BGW Ventures III GP, L.L.C. ("BGW III GP"). The sole general partner for RPM Ventures IV, L.P. ("RPM IV") and RPM Ventures IV-A, L.P. ("RPM IV-A") is RPM Ventures IV GP L.L.C. ("RPM IV GP"). The managing members of each of RPM III GP, BGW III GP, and RPM IV GP are Adam Boyden, Anthony Grover, and Marc Weiser (the "Managing Members"). The Managing Members share voting and dispositive power with respect to the shares held directly by each of RPM III (for itself and nominee for RPM III-A), BGW III, and RPM IV (for itself and nominee for RPM IV-A). The Reporting Person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. This transaction line consists of (i) 4,688,597 shares of Class A Common Stock held by RPM III (for itself and as nominee for RPM III-A), (ii) 1,440,363 shares of Class A Common Stock held by BGW III and (iii) 991,058 shares of Class A Common Stock held by RPM IV (for itself and as nominee for RPM IV-A). Following all the transactions reported on this Form 4, consists of (i) 4,219,737 shares of Class A Common Stock held by RPM III (for itself and as nominee for RPM III-A), (ii) 1,440,363 shares of Class A Common Stock held by BGW III and (iii) 991,058 shares of Class A Common Stock held by RPM IV (for itself and as nominee for RPM IV-A). Consisted of (i) 1,573,861 Series A Preferred Stock, 2,002,803 Series B Preferred Stock, 661,095 Series C Preferred Stock and 42,195 Series D Preferred Stock held by RPM III (for itself and as nominee for RPM III-A), (ii) 1,314,825 Series D Preferred Stock held by BGW III and (iii) 904,680 Series D Preferred Stock held by RPM IV (for itself and as nominee for RPM IV-A).
