SCHEDULE: Figma Co-Founder Wallace Discloses 6% Stake

Evan Wallace and the Wu-Wallace Family Trust have disclosed a combined 6.0% beneficial ownership in Figma, Inc., with voting power irrevocably granted to co-founder Dylan Field.

Summary

• Wu-Wallace Family Trust and Evan Wallace jointly reported beneficial ownership of 6.0% of Figma, Inc.'s Class A Common Stock.
• The Wu-Wallace Family Trust directly owns 26,730,324 shares of Class B Common Stock.
• Evan Wallace individually beneficially owns 10,306 shares of Class A Common Stock subject to options exercisable within 60 days of October 31, 2025, and is a co-trustee of the Wu-Wallace Family Trust.
• Evan Wallace, both as trustee and individually, has granted an irrevocable proxy and power of attorney to Dylan Field, giving Mr. Field sole voting power over all 26,740,630 shares (referred to as 'Wallace Proxy Shares').
• The percentage of class was calculated based on 415,909,379 Class A shares outstanding as of October 31, 2025, plus the shares beneficially owned by Evan Wallace and the Trust (treated as converted to Class A for calculation purposes).

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership and a pre-existing proxy arrangement, which is neutral in sentiment. It provides transparency without indicating positive or negative operational or financial news.

Positives

• The filing provides transparency into the ownership structure of a significant shareholder.
• The reporting persons certified that the securities were not acquired for the purpose of changing or influencing control of the issuer, indicating stability in governance.

Negatives

• No direct negatives are typically associated with a Schedule 13G filing itself, as it is primarily a disclosure document.

Risks

• The irrevocable proxy granted to Dylan Field concentrates voting power over a significant block of shares (6.0%) with one individual, which could limit the influence of other shareholders on corporate matters.

Future Outlook

NA

Management Comments

• "Pursuant to an irrevocable proxy and power of attorney between Dylan Field, Evan Wallace, and the Wu-Wallace Family Trust, Mr. Wallace, as trustee of the Wu-Wallace Family Trust and on behalf of himself, has granted Mr. Field the full power of substitution, as proxy, agent, and attorney-in-fact, with complete and unlimited authority to act, in his sole discretion to vote any number of the Wallace Proxy Shares."
• "The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."

Industry Context

This filing provides transparency into the ownership structure of Figma, a prominent company in the design software industry. Such disclosures are standard for significant shareholders and reflect ongoing compliance with SEC regulations. The dual-class share structure and irrevocable proxy arrangement are common mechanisms used by founders in tech companies to maintain control post-IPO.

Comparison to Industry Standards

• The use of Class B common stock convertible into Class A, coupled with an irrevocable proxy to a co-founder (Dylan Field), is a common governance structure in technology companies, particularly those founded by entrepreneurs seeking to retain control after public offerings. Companies like Meta (Facebook) and Google (Alphabet) have famously employed similar dual-class structures to empower founders with disproportionate voting rights.
• This structure allows founders like Dylan Field to maintain strategic direction and long-term vision without being unduly influenced by short-term market pressures or activist investors, a practice seen in many high-growth tech firms.

Corporate Governance

Related Party Transactions

• The irrevocable proxy and power of attorney granted by Evan Wallace (a co-founder and trustee) to Dylan Field (another co-founder) constitutes a related party arrangement concerning voting control over a significant block of shares.

Stakeholder Impact

• Shareholders: The irrevocable proxy arrangement means that a significant portion of voting power (6.0%) is concentrated with Dylan Field, potentially limiting the influence of other shareholders on corporate matters.
• Management: Reinforces the control of co-founder Dylan Field over the company's strategic decisions.

Next Steps

• Figma, Inc. is expected to continue reporting its outstanding shares in future quarterly reports (Form 10-Q).

Key Dates

Keywords

Figma, SEC Filing, Schedule 13G, Beneficial Ownership, Evan Wallace, Wu-Wallace Family Trust, Class A Common Stock, Class B Common Stock, Irrevocable Proxy, Dylan Field, Corporate Governance