SCHEDULE: Figma Co-Founder Dylan Field Reduces Stake, Diversifies Holdings

Figma, Inc. co-founder Dylan Field and associated entities sold nearly 4 million Class A shares through pre-planned transactions, reducing his beneficial ownership to 16.9%.

Summary

• Dylan Field, co-founder of Figma, Inc., and LLL Investments LLC, an entity associated with him, sold a total of 3,966,563 shares of Class A Common Stock between November 17, 2025, and January 14, 2026.
• Sales on November 17, 2025, totaling 3,029,063 shares, were executed to satisfy tax withholding obligations arising from the settlement of restricted stock units, with weighted average sales prices of $37.0408 and $37.8565.
• Subsequent sales on November 24, 2025, December 15, 2025, and January 14, 2026, each totaling 312,500 shares (250,000 by Mr. Field and 62,500 by LLL Investments LLC), were made pursuant to a Field Diversification Plan.
• Weighted average sales prices for the diversification plan sales ranged from $32.4607 to $35.5507.
• Mr. Field's aggregate beneficial ownership in Figma, Inc. now stands at 84,640,402 shares, representing 16.9% of the Class A Common Stock, calculated based on 415,909,379 shares outstanding as of October 31, 2025.
• The beneficial ownership includes shares held directly, vested restricted stock units, shares held by various trusts, and shares held by LLL Investments LLC.
• On November 17, 2025, Mr. Field received 5,625,000 shares of Class B Common Stock upon partial settlement of a performance-based restricted stock award.
• Mr. Field also made a bona fide gift of 1,250,000 shares of Class B Common Stock to a donor-advised fund on November 28, 2025.

Sentiment

Score: 5

Explanation: The filing details pre-planned insider stock sales and ownership changes, which are neutral events in themselves. While large insider sales can sometimes be viewed negatively, these were executed under established 10b5-1 plans for tax obligations and diversification, which is a common and expected practice for executives. The vesting of performance-based RSUs is a positive indicator of company performance.

Positives

• The settlement of 5,625,000 Class B shares from a restricted stock award indicates the satisfaction of performance, service, and market-based vesting conditions, suggesting the company met certain targets, including public market capitalization.

Negatives

• Significant insider selling by a co-founder, even if pre-planned, can sometimes be perceived negatively by the market as it reduces management's direct equity exposure.
• The sales under the Field Diversification Plan represent a deliberate reduction in Mr. Field's stake beyond tax obligations.

Risks

• The reduction in a co-founder's ownership stake, while part of a diversification plan, could potentially be interpreted by investors as a signal of reduced confidence or a shift in long-term commitment, which might impact investor sentiment.
• The market's reaction to large insider sales, even if pre-scheduled under Rule 10b5-1, can sometimes lead to downward pressure on the stock price.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategic direction. It primarily details past insider transactions and current ownership structure.

Industry Context

This filing reflects a common practice among founders and executives of publicly traded companies to diversify their personal wealth after an initial public offering or significant vesting events. The use of Rule 10b5-1 plans for both tax obligations and diversification is standard in the industry to manage insider stock sales in a compliant manner, avoiding accusations of trading on material non-public information. The vesting of performance-based restricted stock units suggests Figma has met certain operational or market capitalization milestones, which is generally positive for the company's standing within the software and design tools industry.

Comparison to Industry Standards

• The use of Rule 10b5-1 plans for both 'sell-to-cover' tax obligations and 'diversification' is a standard and widely accepted practice among executives in the tech industry, similar to actions seen at companies like Adobe, Salesforce, or Microsoft, where founders and early employees hold significant equity.
• The vesting of performance-based restricted stock units, tied to market capitalization targets, aligns with compensation structures at high-growth tech companies, incentivizing long-term value creation. For example, similar vesting conditions have been observed in filings from companies like Snowflake or Palantir post-IPO.
• The percentage of ownership retained by Mr. Field (16.9%) remains substantial for a co-founder post-IPO, indicating continued significant alignment with shareholder interests, comparable to founders who maintain large stakes in companies like Meta (Mark Zuckerberg) or Dell (Michael Dell) even after years of public trading.

Related Party Transactions

• LLL Investments LLC, which is associated with Mr. Field, sold shares pursuant to the Field Diversification Plan, indicating transactions involving an entity related to the reporting person.

Stakeholder Impact

• Shareholders: The reduction in a co-founder's stake could lead to questions about long-term commitment, but the pre-planned nature of the sales under Rule 10b5-1 plans mitigates immediate concerns. The sales also increase the float of Class A shares.
• Employees: The vesting of restricted stock units, which triggered some sales, indicates that performance and market-based conditions were met, potentially boosting morale and confidence in the company's trajectory.

Key Dates

Recommendation

The filing primarily details pre-planned insider sales by a co-founder for tax obligations and diversification, which are expected events for executives of publicly traded companies. While the volume of sales is significant, they were executed under Rule 10b5-1 plans, mitigating concerns about opportunistic selling. The underlying business performance, as indicated by the vesting of performance-based restricted stock units, appears to be on track. Without additional financial or operational updates, this filing alone does not warrant a change in investment thesis, suggesting a 'hold' recommendation for existing investors to await further company disclosures.

Keywords

Figma, Dylan Field, Insider Sales, Schedule 13D/A, Class A Common Stock, Class B Common Stock, Beneficial Ownership, Rule 10b5-1, Sell-to-Cover, Diversification Plan, Restricted Stock Units, Equity Holdings