Form 4: Figma CEO Dylan Field Reports Significant Equity Transactions

Figma CEO Dylan Field disclosed substantial equity movements, including RSU vesting, option exercises, and tax-related share withholdings, reflecting pre-IPO awards and ongoing compensation.

Summary

• Dylan Field, President & CEO, Director, and 10% Owner of Figma, Inc., reported several transactions involving the company's equity securities.
• Acquired 14,480,169 Restricted Stock Units (RSUs) on June 30, 2025, with a vesting schedule tied to continuous service as CEO or eligible positions.
• Acquired another 14,480,169 RSUs on June 30, 2025, subject to both service-based and stock price-based vesting conditions over seven tranches.
• Exercised stock options for 811,896 shares of Class B Common Stock at an exercise price of $23.193 on June 30, 2025.
• Converted 811,896 shares of Class B Common Stock into Class A Common Stock on June 30, 2025.
• Exercised 7,875,000 Restricted Stock Units on July 30, 2025, which had a performance-based vesting condition satisfied at IPO and a service-based schedule.
• Converted 7,875,000 shares of Class B Common Stock into Class A Common Stock on July 30, 2025.
• 3,998,925 shares of Class B Common Stock were withheld by the Issuer on July 30, 2025, to satisfy tax withholding liabilities related to RSU settlement.
• The transactions include equity securities acquired prior to Figma's IPO and registration under Section 12 of the Exchange Act, reported pursuant to Rule 16a-2(a).
• Beneficial ownership includes shares held directly and indirectly through the Dylan Field 2024 Annuity Trust (1,135,325 shares), Field 2021 Descendants Trust (1,122,908 shares), and LLL Investments LLC (15,754,517 shares).

Sentiment

Score: 7

Explanation: The filing indicates a robust, long-term equity compensation structure for the CEO, aligning his interests with the company's performance and stock appreciation. While there's a tax-related share withholding, it's a standard part of RSU settlement and doesn't suggest negative sentiment. The significant number of RSUs with performance-based vesting is a positive incentive.

Positives

• Ongoing vesting and exercise of equity awards demonstrate the CEO's continued alignment with shareholder interests.
• The existence of stock price-based vesting conditions for a significant portion of RSUs (14,480,169 shares) incentivizes the CEO to drive stock price appreciation.
• The reporting of pre-IPO transactions indicates transparency regarding historical equity compensation.

Negatives

• The withholding of 3,998,925 shares for tax liabilities represents a reduction in the CEO's direct beneficial ownership of Class B Common Stock.

Risks

• Future stock price volatility could impact the value of the stock price-based RSUs and the overall compensation derived from equity awards.
• Failure to meet continuous service conditions could result in forfeiture of unvested RSUs.

Future Outlook

The vesting schedules for the newly acquired Restricted Stock Units extend over five and seven years, respectively, from July 1, 2025, contingent on continuous service and, for a portion, on achieving specified stock price targets. This indicates a long-term incentive structure for the CEO.

Management Comments

• The Reporting Person is in continuous service through each applicable vesting date as the Issuer's Chief Executive Officer or in certain other eligible positions as reasonably determined by the Compensation Committee in its good faith discretion.
• The Board of Directors modified an RSU award in May 2024 to remove the performance-based vesting condition for 3,375,000 RSUs where service-based conditions had been met.

Industry Context

This Form 4 filing reflects standard executive compensation practices in the technology industry, where equity awards like RSUs and stock options are a primary component of long-term incentives, aligning executive interests with shareholder value creation. The inclusion of stock price-based vesting conditions is a common mechanism to further incentivize performance in growth-oriented tech companies.

Corporate Governance

Related Party Transactions

• Shares held indirectly by the Dylan Field 2024 Annuity Trust, of which the Reporting Person is trustee.
• Shares held indirectly 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.
• Shares held indirectly by LLL Investments LLC which is associated with the Reporting Person.

Stakeholder Impact

• Shareholders: The vesting and exercise of equity awards, particularly those with stock price-based conditions, align the CEO's financial incentives with shareholder value creation. Tax-related share withholdings are a common practice and do not indicate a negative impact beyond a minor, expected reduction in direct beneficial ownership.
• Employees: The CEO's long-term equity incentives may signal stability and a commitment to the company's future, potentially boosting employee morale.

Next Steps

• Continued vesting of 14,480,169 RSUs (service-based) on the first, second, third, fourth, and fifth anniversaries of July 1, 2025.
• Continued vesting of 14,480,169 RSUs (service & price-based) in seven substantially equal installments on the first seven anniversaries of July 1, 2025, contingent on stock price targets.
• Expiration of certain stock options by August 21, 2029, or one year following the Issuer's IPO, whichever is earlier.

Key Dates

Keywords

Figma, Dylan Field, SEC Form 4, Insider Trading, Restricted Stock Units, Stock Options, Equity Compensation, CEO, Class B Common Stock, Class A Common Stock, Vesting, IPO