Form 4: Director Jaitly Reports FIGR Stock Conversions Pre-IPO

Figure Technology Solutions Director Sachin Jaitly reported indirect acquisitions of Class A Common Stock through conversions of preferred shares and a business recombination ahead of the company's IPO.

Summary

• Sachin Chand Jaitly, a Director of Figure Technology Solutions, Inc. (FIGR), reported changes in his indirect beneficial ownership of Class A Common Stock.
• On August 29, 2025, 16,189 shares of Class A Common Stock were acquired by Tessera Venture Capital Fund I, LP, and 2,700 shares by Tessera Venture Capital Fund II, LP. These acquisitions were in exchange for securities of Figure Markets Holdings, Inc. as part of a business recombination transaction, occurring prior to the Issuer's initial public offering (IPO) registration.
• On September 12, 2025, preferred stock held by Tessera Venture Capital Fund I, LP and Tessera Venture Capital Fund II, LP automatically converted into Class A Common Stock immediately prior to the Issuer's IPO.
• Specifically, 106,088 shares of Series B Preferred Stock and 63,465 shares of Series C Preferred Stock held by Tessera Venture Capital Fund I, LP converted into 169,553 shares of Class A Common Stock.
• Additionally, 28,271 shares of Series D Preferred Stock held by Tessera Venture Capital Fund II, LP converted into 28,271 shares of Class A Common Stock.
• Following these transactions, Tessera Venture Capital Fund I, LP beneficially owns 185,742 shares of Class A Common Stock, and Tessera Venture Capital Fund II, LP beneficially owns 30,971 shares of Class A Common Stock.
• Mr. Jaitly, as a Managing Partner of the general partners of these funds, may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: The filing details routine pre-IPO transactions, including the conversion of preferred shares to common stock and an exchange of securities from a business recombination. These are expected steps in preparing a company for public trading and reflect a director's indirect, ongoing investment, indicating a neutral to slightly positive sentiment.

Positives

• The conversion of preferred stock into common stock simplifies the capital structure, which is a positive step for a company preparing for public trading.
• The transactions occurred in connection with the company's initial public offering, indicating a progression towards public market maturity.
• Increased indirect holdings of Class A Common Stock by entities associated with a director reflect continued investment in the company.

Risks

• The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest, which is a standard legal disclaimer but highlights the indirect nature of the ownership and potential limitations on direct control or influence.

Future Outlook

The filing indicates the completion of an initial public offering (IPO) and related capital structure adjustments. No specific forward-looking guidance is provided.

Management Comments

• "The Reporting Person is a Managing Partner of each of Tessera Venture Capital Fund GP, LLC and Tessera Venture Capital Fund II GP, LLC, and may be deemed to beneficially own the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest therein."

Industry Context

These transactions are typical pre-IPO activities where early investors' preferred shares convert into common stock, and holdings from prior business combinations are integrated, preparing the company for public trading. This is a standard process for companies transitioning from private to public markets.

Related Party Transactions

• The transactions involve Tessera Venture Capital Fund I, LP and Tessera Venture Capital Fund II, LP. The reporting person, Sachin Chand Jaitly, is a Managing Partner of Tessera Venture Capital Fund GP, LLC and Tessera Venture Capital Fund II GP, LLC, which are the general partners of these funds. This constitutes a related party transaction as Mr. Jaitly has an indirect interest in the funds' holdings.

Stakeholder Impact

• Shareholders: Provides transparency on a director's indirect holdings and the conversion of preferred stock to common stock, which affects the overall share structure.
• Investors: Offers insight into insider activity and the capital structure adjustments made in connection with the IPO, which can inform investment decisions.

Next Steps

• The filing implies the completion of the Issuer's initial public offering. No further specific future actions or milestones are mentioned.

Key Dates

Keywords

Figure Technology Solutions, FIGR, Form 4, Insider Ownership, Stock Conversion, Preferred Stock, Class A Common Stock, Sachin Jaitly, Tessera Venture Capital, IPO