SCHEDULE: Figma CEO Dylan Field Boosts Stake to 17.8%

Figma CEO Dylan Field filed a Schedule 13D, disclosing beneficial ownership of 17.8% of Class A Common Stock, primarily due to vested equity awards and voting proxies.

Summary

• Dylan Field, President, Chief Executive Officer, and a director of Figma, Inc., filed a Schedule 13D due to an acquisition of beneficial ownership of Class A Common Stock on October 21, 2025, which, together with previous acquisitions, exceeded two percent of the total outstanding shares.
• Mr. Field beneficially owns an aggregate of 89,867,271 shares of Class A Common Stock, representing 17.8% of the class.
• His sole voting power covers 72,604,521 shares, and shared voting power covers 17,262,750 shares.
• Sole dispositive power is held over 45,863,891 shares, and shared dispositive power over 17,262,750 shares.
• The beneficial ownership includes 34,613,891 shares of Class B Common Stock held directly, 11,250,000 shares of Class B Common Stock from vested restricted stock units, and voting power over 26,730,324 Class B shares and 10,306 Class A options held by Evan Wallace and the Wu-Wallace Family Trust via an irrevocable proxy.
• Additional holdings include 1,135,325 Class B shares in the Dylan Field 2024 Annuity Trust, 1,122,908 Class B shares in the Field 2021 Descendants Trust, and 15,004,517 Class B shares in LLL Investments LLC, all associated with Mr. Field.
• Mr. Field acquired these securities primarily in his capacity as co-founder and through the vesting of equity compensation awards.
• He entered into a Rule 10b5-1 Diversification Plan on August 4, 2025, for the potential sale of up to 2,000,000 Class A shares (from his direct holdings), 500,000 Class A shares (from LLL Investments LLC), and 567,662 Class A shares (from Dylan Field 2024 Annuity Trust), starting November 24, 2025, and terminating November 30, 2026.
• A separate sell-to-cover instruction was established on August 6, 2025, for sales necessary to satisfy tax withholding obligations from RSU vesting.

Sentiment

Score: 7

Explanation: The filing indicates a significant and increasing stake by the CEO, which is generally positive for investor confidence due to strong insider alignment. The establishment of a 10b5-1 plan for diversification is a standard practice for executives and not inherently negative, though it signals future selling activity. The overall sentiment is positive due to strong insider ownership and governance structures that solidify the CEO's position.

Positives

• The CEO's beneficial ownership of 17.8% of Class A Common Stock demonstrates significant insider alignment with shareholder interests.
• A Nominating Agreement ensures Mr. Field's inclusion in the slate of nominees for election to the board, indicating stability in leadership.
• The increase in beneficial ownership is primarily due to the vesting of equity compensation, reflecting the company's performance and executive incentives.

Negatives

• The establishment of a Rule 10b5-1 plan signals future sales of a substantial number of shares by the CEO for diversification, which could introduce selling pressure on the stock.

Risks

• Potential future sales of up to 3,067,662 shares under the Rule 10b5-1 Diversification Plan, starting November 24, 2025, could exert downward pressure on the stock price.
• The expiration of the IPO lock-up agreement, tied to the Q3 2025 earnings release or 180 days after July 30, 2025, could lead to additional shares becoming available for sale by insiders.

Future Outlook

Mr. Field intends to continuously review his investments in Figma, Inc. and may acquire additional securities, retain or sell existing holdings, or engage in discussions regarding extraordinary corporate transactions such as mergers, reorganizations, security offerings, stock repurchases, asset sales, or changes to capitalization, dividend policy, management, or board composition. He also has a Rule 10b5-1 plan in place for potential share sales for diversification and tax purposes, starting November 24, 2025, and ending November 30, 2026.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Irrevocable Proxy and Power of Attorney, dated March 7, 2022, by and among Evan Wallace, the Wu-Wallace Family Trust, and Dylan Field, granting Mr. Field voting authority over their shares.
• LLL Investments LLC, associated with Mr. Field, holds 15,004,517 shares of Class B Common Stock.
• The Dylan Field 2024 Annuity Trust, of which Mr. Field is the trustee, holds 1,135,325 shares of Class B Common Stock.
• The Field 2021 Descendants Trust, where Bryn Mawr Trust Company of Delaware is the trustee but may be replaced at Mr. Field's discretion, holds 1,122,908 shares of Class B Common Stock.

Stakeholder Impact

• **Shareholders:** The significant increase in CEO beneficial ownership may be viewed positively as a sign of strong insider confidence and alignment. However, the disclosed Rule 10b5-1 plan for future share sales could create selling pressure. The irrevocable proxy and nominating agreement concentrate voting power and influence with the CEO.
• **Management/Employees:** The CEO's continued strong position and substantial equity incentives align his interests closely with the company's long-term performance and success.

Next Steps

• Mr. Field will continue to review his investments in Figma, Inc. on an ongoing basis.
• Potential future acquisitions or sales of securities by Mr. Field, either in the open market or privately negotiated transactions.
• Mr. Field may engage in discussions or propose extraordinary corporate transactions, including mergers, reorganizations, security offerings, stock repurchases, asset sales, or changes to capitalization, dividend policy, management, or board composition.
• Sales of shares under the Rule 10b5-1 Diversification Plan are scheduled to commence on November 24, 2025, and continue until November 30, 2026.
• Sales of shares under the sell-to-cover instruction will occur to satisfy tax withholding obligations arising from RSU vesting.
• The lock-up agreement for Mr. Field and other insiders will terminate on the earlier of the public release of Figma's Q3 2025 earnings or 180 days after July 30, 2025.

Key Dates

Recommendation

The filing primarily details an increase in beneficial ownership by the CEO due to vested equity, which is an expected event and generally positive for alignment. However, the disclosure of a Rule 10b5-1 plan for future diversification sales, while standard, introduces potential selling pressure. The significant insider ownership and governance structures (nominating agreement, irrevocable proxy) suggest stability but also concentrated control. Without additional financial performance data, a 'hold' recommendation is appropriate, acknowledging the positive insider alignment while noting the upcoming planned sales.

Keywords

Figma Inc., Dylan Field, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Equity Compensation, Restricted Stock Units, RSU, Voting Proxy, Corporate Governance, Rule 10b5-1 Plan, Lock-Up Agreement, Insider Ownership