Form 4: Figure Tech Director Sells Shares, Acquires Options

Figure Technology Solutions Director and 10% Owner, Ou June, reported a sale of 1.5 million Class A Common Stock shares at $25 and the acquisition of significant stock options and restricted stock units.

Summary

• Ou June, a Director and 10% Owner of Figure Technology Solutions, Inc. [FIGR], reported several transactions, including a sale of Class A Common Stock and acquisitions of stock options and Restricted Stock Units (RSUs).
• On September 12, 2025, 1,500,000 shares of Class A Common Stock were sold at a price of $25 per share. These shares were held indirectly by a Family Trust.
• Immediately prior to the company's initial public offering, 4,750,187 shares of Series Seed Preferred Stock held by the Family Trust automatically converted into Class A Common Stock, which were then immediately exchanged for Class B Common Stock.
• The reporting person acquired a stock option for 3,200,942 shares of Class B Common Stock on September 10, 2025, with an exercise price of $25.
• Additionally, 3,200,942 Restricted Stock Units (RSUs) for Class B Common Stock were acquired on September 12, 2025.
• Another 2,133,961 RSUs for Class B Common Stock were acquired on September 12, 2025, with vesting contingent on achieving specific stock price thresholds.
• Following these transactions, Ou June directly owns 6,878,993 shares of Class A Common Stock.
• Indirect holdings include 3,200,942 stock options and 28,171,392 Class B Common Stock (including RSUs) held by spouse, 4,313,645 Class B Common Stock by Family Trust, 2,237,012 Class B Common Stock by Rockfish LLC, and 3,185,970 Class B Common Stock each by Children's Trust 1 and Children's Trust 2.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there was a significant share sale, it was likely part of a pre-planned strategy. The substantial acquisition of stock options and performance-based RSUs by a director and 10% owner indicates continued commitment and belief in the company's future growth, especially with the challenging performance thresholds for some RSUs.

Positives

• The acquisition of 3,200,942 stock options and 5,334,903 Restricted Stock Units (RSUs) by a director and 10% owner indicates continued alignment with the company's long-term success and potential for future value creation.
• A significant portion of the RSUs (2,133,961 shares) are performance-based, vesting only upon the achievement of stock price thresholds ranging from $32.50 to $63.00, demonstrating management's confidence in future stock appreciation.

Negatives

• The sale of 1,500,000 shares of Class A Common Stock at $25 per share by a director and 10% owner could be perceived negatively by the market, potentially signaling a lack of confidence or a desire for diversification.

Risks

• The vesting of 2,133,961 RSUs is subject to the achievement of specific stock price thresholds ($32.50 to $63.00), introducing market performance risk for the reporting person to fully realize these awards.
• The value of the acquired stock options and RSUs is inherently tied to the future performance of Figure Technology Solutions' stock, exposing the reporting person to market volatility.

Future Outlook

The future outlook for the reporting person's equity holdings is tied to the company's stock performance, with significant vesting events scheduled to begin in September 2026. A portion of the Restricted Stock Units are performance-based, requiring the Class A Common Stock to reach specific price thresholds between $32.50 and $63.00 for full vesting.

Industry Context

This Form 4 filing details routine insider transactions, which are common for directors and significant shareholders. The combination of share sales and new equity grants (options and RSUs) is a typical pattern for executives managing their personal portfolios while maintaining alignment with company performance, often facilitated by Rule 10b5-1 trading plans.

Related Party Transactions

• The sale of 1,500,000 Class A Common Stock shares was held indirectly by a Family Trust.
• The conversion of Series Seed Preferred Stock and subsequent exchange for Class B Common Stock was held indirectly by a Family Trust.
• Indirect beneficial ownership of stock options and Class B Common Stock is reported by the spouse of the reporting person.
• Indirect beneficial ownership of Class B Common Stock is reported by the Family Trust, Rockfish LLC, Children's Trust 1, and Children's Trust 2.

Stakeholder Impact

• Shareholders may interpret the sale of shares by a director and 10% owner as a signal, potentially influencing short-term stock price movements.
• The acquisition of significant equity awards (options and RSUs) by a key insider aligns the interests of management with shareholders, potentially fostering confidence in long-term value creation.

Next Steps

• The acquired stock options and 3,200,942 RSUs will begin vesting with one-quarter of the underlying shares on September 10, 2026, with the remainder vesting in 36 monthly installments thereafter.
• The 2,133,961 performance-based RSUs will vest in four annual installments beginning on September 10, 2026, subject to the achievement of specific stock price thresholds.

Key Dates

Keywords

Figure Technology Solutions, FIGR, Insider Trading, Form 4, Stock Options, Restricted Stock Units, RSU, Share Sale, Director, 10% Owner, Equity Compensation, Vesting Schedule