v3.25.4
EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
EQUITY
NOTE 7 – EQUITY
On September 12, 2025, the Company completed its IPO, in which 36,225,000 shares of the Company’s Class A common stock were issued and sold, including the underwriters’ over-allotment option which was exercised in full, at a public offering price of $25.00 per share.
The Charter authorizes a total of 1,000,000,000 shares of Class A common stock, par value $0.0001, 200,000,000 shares of Class B common stock, par value, $0.0001, 500,000,000 shares of Blockchain common stock, par value, $0.0001, and 100,000,000 shares of preferred stock, par value $0.0001. In connection with the IPO, all shares of outstanding convertible preferred stock automatically converted into a total of 113,910,905 shares of Class A common stock. Additionally, a total of 39,393,047 shares of Class A common stock held by the Controlling Party and his permitted transferees were converted into an equivalent number of shares of Class B common stock; 1,500,000 shares of Class B common stock were subsequently converted back to Class A common stock and sold as part of the IPO. The holders of Class A common stock are entitled to one vote for each share of common stock held. The holders of Class B common stock are entitled to ten votes for each share of common stock held. For periods prior to the IPO, references to ‘common stock’ refer to the single class of common stock outstanding prior to the IPO.

The following table summarizes the Company’s equity instruments at December 31, 2025 and 2024:
December 31, 2025
Authorized SharesIssued and Outstanding Shares
Potential Common Shares(A)
WarrantsOptionsRSUs
Class A Common Stock, $0.0001 par value per share
1,000,000,000 178,485,407 183,333 25,741,803 4,974,764 
Class B Commons Stock, $0.0001 par value per share
200,000,000 37,893,047 — 7,760,846 5,134,845 
Blockchain Common Stock, $0.0001 par value per share
500,000,000 — — — — 
Preferred Stock, $0.0001 par value per share
100,000,000 — — — — 
Total1,800,000,000 216,378,454 183,333 33,502,649 10,109,609 
December 31, 2024
Authorized SharesIssued and Outstanding Shares
Potential Common Shares(A)
WarrantsOptions
RSUs(B)
Common Stock, $0.00001 par value per share
240,820,153 69,300,284 — 32,030,416 5,874,850 
Convertible Preferred Stock, $0.00001 par value per share
115,983,447 111,900,495 1,381,486 — — 
Total356,803,600 181,200,779 1,381,486 32,030,416 5,874,850 
(A)    Includes the equity instruments of the 2018 Equity Incentive Plan, the 2024 Equity Incentive Plan, and the 2025 Incentive Award Plan.
(B)    RSUs at December 31, 2024 have been corrected, which resulted in a decrease of 39,098,606 potential common shares disclosed as of December 31, 2024.
In connection with the IPO, all outstanding shares of convertible preferred stock were converted into shares of Class A common stock on a one-to-one basis as of the date of the IPO. As such, there are no shares of preferred stock issued and outstanding as of December 31, 2025.
The following table includes information regarding each series of convertible preferred stock as of December 31, 2024:
December 31, 2024Per Share
Number of Shares OutstandingLiquidation PreferenceLiquidation PriceDividend RateConversion Price
Series Seed16,100,540 $16,947 $1.05 $0.08 $1.05 
Series A32,860,461 41,759 1.27 0.10 1.27 
Series B29,448,787 73,519 2.50 0.20 2.50 
Series C11,238,629 85,000 7.56 0.61 7.56 
Series C-1504,081 3,050 6.05 0.48 6.05 
Series C-21,983,287 15,000 7.56 0.61 7.56 
Series D12,439,325 219,999 17.69 1.41 17.69 
Series E7,325,385 73,292 10.01 0.80 10.01 
Total111,900,495 $528,566 
Warrants
In March 2024, the Company issued warrants to purchase up to 411,219, 411,219, and 1,644,881 Series E convertible preferred shares to an existing convertible preferred shareholder in exchange for a software license, one year of software development services, and up to two years of other services, respectively, for a total of 2,467,319 shares. All of the warrants have been earned as of December 31, 2025 and upon consummation of the IPO became convertible into Class A common stock. As of December 31, 2025, 2,283,986 warrants have been exercised at an exercise price of $3.23 per share. The remaining 183,333 shares under the warrant agreement may be exercised at an exercise price of $3.23 per Class A common stock within a five-year period after issuance.
During the years ended December 31, 2025 and 2024, the Company recognized equity-based expense within “Technology and product development” in the Consolidated Statements of Operations of $9.5 million and $6.6 million, respectively, related to the warrants.
The warrants were valued at the grant date using the Black-Scholes option pricing model with the following assumptions:
Year ended December 31, 2025
LowHighWeighted Average
Expected Term (years)1.36.02.7
Volatility39.9%46.2%41.9%
Interest Rate4.0%4.3%4.1%
Dividend Yieldn.a.n.a.n.a.
The following table summarizes the warrants activity during the years ended December 31, 2025 and 2024:
Number of WarrantsWeighted Average Exercise PriceFair Value on Grant Date
Outstanding at December 31, 2023— $— $— 
Granted
1,462,119 3.23 10,215 
Exercised— — — 
Forfeited and cancelled— — — 
Outstanding at December 31, 20241,462,119 $3.23 $10,215 
Granted
1,005,200 3.23 8,827 
Exercised(2,283,986)3.23 17,626 
Forfeited and cancelled— — — 
Outstanding at December 31, 2025(A)
183,333 $3.23 $1,416 
Exercisable at December 31, 2025(B)
183,333 $3.23 $1,416 
(A)    At December 31, 2025, the weighted-average grant date fair values for outstanding warrants and exercisable warrants were $1.4 million, and the intrinsic value for outstanding warrants and exercisable warrants was $6.9 million.
(B)    Outstanding and exercisable warrants have a weighted average exercise period of 3.2 years at December 31, 2025.
Equity-Based Compensation
The Company has granted equity-based compensation in the form of options and RSUs to its officers, employees, and other service providers under the terms of the applicable equity incentive plans for the purpose of providing incentives and rewards for service or performance that align the interest of grantees with the long-term growth and profitability of the Company.
Prior to the IPO, RSUs granted under the plans vested based upon the satisfaction of both a service condition and a liquidity-event related performance condition. Both the service condition and liquidity-event related performance condition needed to be met for the expense to be recognized. For these RSUs outstanding at the time of the IPO, the liquidity-event related performance condition was met upon the completion of the IPO, and the Company began recognizing stock based compensation related to these awards.
The Company expects to grant RSUs to employees and members of the board which would vest subject to either (i) continued service, or (ii) continued service and a market condition tied to the Company’s share price over defined performance periods. As of December 31, 2025, the Company has granted RSUs with a market condition that will vest only if the Company’s 10-day average closing stock price at the end of each defined performance period equals or exceeds specified thresholds, in addition to the continuous service requirement through the service period of the award. The market-based RSUs were granted with an average grant date fair value of $21.87 and the target number of market-based RSUs granted was 2,133,961. Any shares for which the market-based component is not achieved with respect to the performance dates of the awards shall remain outstanding and be eligible to be earned based on the applicable 10-day average closing stock price for a subsequent period performance date (such that, for example, if the applicable 10-day average stock price is not achieved in connection with the first performance date, but the applicable 10-day average stock price for the second performance date is achieved in connection with the second performance date, one-half of the shares subject to the award would vest on the second performance date).
The fair value of the market-condition RSU was estimated on the grant date using a Monte Carlo simulation that considered expected volatility, risk-free interest rate, dividend yield, expected term, and the effect of the market target. As the market condition is incorporated into the fair value, the Company recognizes the full compensation cost (based on that grant-date fair value) over the grantee’s requisite service period, even if the market conditions are ultimately not achieved.
The Company records stock-based compensation for service-based RSUs on a straight-line basis over the requisite service period, which is generally the vesting period. The following table presents the amount of stock-based compensation expense related to equity-based compensation recognized in the Consolidated Statements of Operations:
Years Ended December 31,
202520242023
General and administrative$59,113 $35,423 $8,296 
Technology and product development(A)
12,036 9,363 3,994 
Operations and processing455 388 356 
Sales and marketing817 136 804 
Total equity-based compensation expense$72,421 $45,310 $13,450 
(A)    Technology and product development includes $9.5 million, $6.6 million, and zero equity-based expense for warrants for the years ended December 31, 2025, 2024, and 2023, respectively.
Equity Incentive Plans
2018 Equity Incentive Plan
In 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”) that authorized the Company to grant awards of up to 52,346,283 shares of common stock of FTS to FTS’ employees, non-employees, officers, and directors in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and RSUs. Each award outstanding under the 2018 Plan continues to be governed by the terms and conditions of the 2018 Plan. In connection with the IPO, the 2018 Plan awards were amended to cover shares of Class A common stock (or, if determined by the plan administrator, Class B common stock). At December 31, 2025, 2024 and 2023 the Company had granted awards equivalent to 56,462,313, 54,133,329 and 32,645,381 shares of common stock, respectively, gross of forfeited and cancelled shares that could be recycled back into authorized shares under the 2018 Plan. In connection with the IPO, the Company froze the 2018 Plan and no new awards will be granted under the 2018 Plan.
In 2024, the Company modified awards under the 2018 Plan and extended the post-termination exercise period of vested options held by certain current and former employees, resulting in $0.7 million and $6.8 million of incremental equity-based compensation expense recognized during the years ended December 31, 2025 and 2024, respectively.
The following table reflects the activities of stock options granted under the 2018 Plan for the years ended December 31, 2025, 2024 and 2023:
Number of OptionsWeighted-Average
Exercise Price(A)
Remaining Life (Years)(B)
Grant Date Fair Value(C)
Outstanding at December 31, 202219,623,139 $3.79 8.2$2.05 
Granted3,593,104 5.47 n.a.3.26 
Exercised(582,905)1.94 n.a.1.00 
Forfeited and cancelled(2,801,990)4.93 n.a.2.70 
Outstanding at December 31, 202319,831,348 $4.07 7.7$2.14 
Granted15,613,098 4.71 n.a.4.41 
Exercised(1,153,803)2.75 n.a.1.49 
Forfeited and cancelled(4,642,073)4.11 n.a.2.65 
Outstanding at December 31, 202429,648,570 $4.45 6.1$3.28 
Granted1,726,700 7.76 n.a.4.43 
Exercised(1,791,680)2.69 n.a.1.15 
Forfeited and cancelled(1,467,371)4.67 n.a.2.30 
Outstanding at December 31, 202528,116,219 $4.75 4.82$3.54 
At December 31, 2025
Options Exercisable22,540,335 $4.57 4.57$3.64 
(A)    The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the issuing entity’s common shares, which was $36.09 per common share of FTS as of December 31, 2025.
(B)    Options expire on the 10th anniversary of the original grant.
(C)    For the year ended December 31, 2025, the Company used risk-free rates, estimated common stock volatility, expected term, and dividend yield as inputs and the fair value of the Company’s common stock as a key input to estimate the grant date fair value using the Black-Scholes method. The Company does not assume dividend payments, as it does not pay dividends, and estimates common stock volatilities using the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. The Company estimates the grant-date fair value of awards using the contractual term of award, if any, including discounts for applicable post-vesting restrictions such as remaining in the service to the business except as otherwise amended estimated using Black-Scholes method.
The fair value of each option grant is estimated as of the grant date using the Black-Scholes option pricing model. The fair values of options granted during the years presented were determined using the following weighted average assumptions as of the grant date:
Years Ended December 31,
202520242023
LowHighWeighted
Average		LowHighWeighted
Average		LowHighWeighted
Average
Expected Term4.96.15.81.36.94.31.76.75.8
Volatility57.3%59.4%57.5%41.9 %59.2%53.0%45.5%64.3%54.2%
Interest Rate3.7%4.5%4.2%3.8%4.4%4.2%0.3%4.3%2.0%
Dividend Yieldn.a.n.a.n.a.n.a.n.a.n.a.n.a.n.a.n.a.
Fair Value$1.75 $7.21 $4.43 $2.83 $3.65 $3.35 $0.17 $3.81 $1.88 
The following table reflects the activities of RSUs granted under the 2018 Plan for the years ended December 31, 2025 and 2024; there was no activity in the year ended December 31, 2023.
Number of RSUsWeighted Average Grant Date Fair Value
Unvested at December 31, 2023— $— 
Granted5,874,850 4.82 
Vested— — 
Forfeited and cancelled— — 
Unvested at December 31, 20245,874,850 4.82 
Granted602,284 10.48 
Vested(2,251,468)6.07 
Forfeited and cancelled(30,000)9.98 
Unvested at December 31, 20254,195,666 $4.92 
2024 Equity Incentive Plan
As part of the Reorganization, FMH adopted the 2024 Equity Incentive Plan (“2024 Plan”) that authorized FMH to grant awards of up to 4,635,234 shares of common stock of FMH to FMH employees, non-employees, officers, and directors in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and RSUs. As part of the Recombination, the Company assumed the 2024 Plan and all options outstanding thereunder as of the Recombination Date, and such outstanding options were converted to options of FTS based on the Conversion Rate. As of December 31, 2025 and 2024 the Company had granted option awards equivalent to 3,172,306 and 2,866,300 shares of common stock, respectively, gross of forfeited and cancelled awards under the 2024 Plan. There have been no RSUs granted under the 2024 Plan. In connection with the IPO, the Company froze the 2024 Plan and no new awards will be granted under it.
The following table reflects the activities of stock options granted under the 2024 Plan for the years ended December 31, 2025 and 2024; there was no activity in the year ended December 31, 2023.
Number of OptionsWeighted-Average
Exercise Price(A)
Remaining Life (Years)(B)
Grant Date Fair Value(C)
Outstanding at December 31, 2023— $— $— $— 
Granted2,866,300 3.23 n.a.1.54 
Exercised(216,223)3.23 n.a.1.49 
Forfeited and cancelled(268,231)3.23 n.a.1.59 
Outstanding at December 31, 20242,381,846 3.23 9.61.54 
Granted306,006 5.13 n.a.1.63 
Exercised(180,184)3.23 n.a.1.84 
Forfeited and cancelled(322,180)3.93 n.a.1.72 
Outstanding at December 31, 20252,185,488 $3.39 5.6$1.50 
At December 31, 2025
Options Exercisable1,176,697 $3.31 5.3$1.21 
(A)    The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the estimated fair value of the issuing entity’s common shares, which was $37.45 per common share.
(B)    Options expire on the 10th anniversary of the original grant.
(C)    For the year ended December 31, 2025, the Company used risk-free rates, estimated common stock volatility, expected term, and dividend yield as inputs and the fair value of the Company’s common stock as a key input to estimate the grant date fair value using the Black-Scholes method. The Company does not assume dividend payments, as it does not pay dividends, and estimates common stock volatilities using the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. The Company estimates the grant-date fair value of awards using the contractual term of award, if any, including discounts for applicable post-vesting restrictions such as remaining in the service to the business except as otherwise amended estimated using Black-Scholes method.
The grant date assumptions of the stock options are as follows:
Year ended December 31, 2025Year ended December 31, 2024
LowHighWeighted
Average		LowHighWeighted
Average
Expected Term0.26.15.84.96.15.7
Volatility33.0%58.5%58.3%44.9%45.9%45.3%
Interest Rate4.0%4.5%4.1%3.7%4.3%4.2%
Dividend Yieldn.a.n.a.n.a.n.a.n.a.n.a.
Fair Value$0.18 $1.87 $1.63 $1.44 $1.59 $1.54 
2025 Incentive Award Plan
As part of the IPO, the Company adopted the 2025 Incentive Award Plan (“2025 Plan”) in order to facilitate the grant of equity incentives to directors, employees (including named officers), and consultants of the Company. The 2025 Plan authorizes the issuance of 22,985,926 of Class A or Class B common stock of FTS, subject to an automatic increase on January 1 of each calendar year from January 1, 2026 through and including January 1, 2035, by a number of shares equal to the lesser of (i) 5% of the total shares of the aggregate number of shares of Class A common stock and Class B common stock outstanding (on an as-converted basis) as of the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the board. Awards under the 2025 Plan may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, and restricted stock, RSUs, stock payments, and other incentive awards and cash awards. As of December 31, 2025, the Company had granted awards equivalent to 1,017,792 and 8,535,845 shares of Class A and Class B common stock, respectively, gross of forfeited and delivered awards under the 2025 Plan.
The following table reflects the activities of stock options granted under the 2025 Plan for the year ended December 31, 2025; there was no activity in the years ended December 31, 2024 and 2023.
Number of OptionsWeighted-Average
Exercise Price(A)
Remaining Life (Years)(B)
Grant Date Fair Value(C)
Outstanding at December 31, 2024— $— — $— 
Granted3,200,942 25.00 n.a.14.26 
Exercised— — n.a.— 
Forfeited and cancelled— — n.a.— 
Outstanding at December 31, 20253,200,942 $25.00 6.0$14.26 
At December 31, 2025
Options Exercisable200,058 $25.00 6.0$14.26 
(A)    The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the estimated fair value of the issuing entity’s common shares, which was $15.84 per common share of FTS, respectively, at December 31, 2025.
(B)    Options expire on the 10th anniversary of the original grant.
(C)    For the year ended December 31, 2025, the Company used risk-free rates, estimated common stock volatility, expected term, and dividend yield as inputs and the fair value of the Company’s common stock as a key input to estimate the grant date fair value using the Black-Scholes method. The Company does not assume dividend payments, as it does not pay dividends, and estimates common stock volatilities using the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. The Company estimates the grant-date fair value of awards using the contractual term of award, if any, including discounts for applicable post-vesting restrictions such as remaining in the service to the business except as otherwise amended estimated using Black-Scholes method.
The grant date assumptions of the stock options granted under the 2025 Plan are as follows:
Year ended December 31, 2025
LowHighWeighted
Average
Expected Term6.06.06.0
Volatility57.3%57.3%57.3%
Interest Rate3.7%3.7%3.7%
Dividend Yieldn.a.n.a.n.a.
Fair Value$14.26 $14.26 $14.26 

The following table reflects the activities of RSU awards granted under the 2025 Plan for the year ended December 31, 2025; there was no activity in the years ended December 31, 2024 and 2023.
Number of RSUsWeighted Average Grant Date Fair Value
Unvested at December 31, 2024— $— 
Granted6,352,695 26.95 
Vested(438,752)31.70 
Forfeited and cancelled— — 
Unvested at December 31, 20255,913,943 $27.09 
2025 Employee Stock Purchase Plan (“ESPP”)
In connection with the IPO, the Company adopted the ESPP under which eligible employees may purchase shares of Class A common stock of FTS, up to a maximum percentage of their eligible compensation (which shall be 20% unless otherwise specified in an applicable offering document), subject to certain IRS and share purchase limitations, at 85% of the lower of the closing price (fair market value) of a share of FTS on the first day of the offering period or the purchase date, whichever is lower. As of December 31, 2025, there have been no offering periods under the ESPP program. The maximum aggregate number of shares that may be subject to awards and sold under the ESPP is 2,133,961 shares, subject to an automatic annual increase on the first day of each calendar year beginning in 2026 and ending on and including January 1, 2035 in an amount equal to the lesser of (i) one percent (1%) of the aggregate number of shares of Class A common stock and Class B common stock of FTS outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as determined by the Board.
Unrecognized Compensation Expense
At December 31, 2025, the Company has not yet recognized compensation expense for the following awards:
Vesting ConditionWeighted Average Recognition Period (Years)SharesUnrecognized Compensation Expense
OptionsRSUsTotalOptionsRSUs
Time-based(A)
3.59,585,559 3,007,454 12,593,013 $63,081 $101,264 
Multiple(A)(B)
1.1— 6,512,752 6,512,752 — 49,550 
Total9,585,559 9,520,206 19,105,765 $63,081 $150,814 
(A)    Awards typically vest over a period of 1 to 4 years and most awards have a one year cliff vesting feature with quarterly vesting thereafter.
(B)    Awards include a service period vesting condition, as noted above, as well as market based and liquidity-based vesting conditions. The liquidity event for awards which have that feature has been satisfied in connection with the IPO as of December 31, 2025.
Noncontrolling Interests in Consolidated Subsidiaries
The following amounts relate to equity interests held by the third-party investors in a real estate investment trust subsidiary, Figure REIT, Inc. (“Figure REIT”) and the Figure Markets Offshore Opportunity Investment Fund L.P. (“Offshore Solana Fund”) both of which the Company consolidates, but does not wholly-own.
The noncontrolling interests included in net income (loss) are computed as follows:
Years Ended December 31,
202520242023
Net Income (Loss)
Non-controlling Interest as a % of Total(A)
Non-controlling Interest in Income of Consolidated Subsidiaries(B)
Net Income (Loss)
Non-controlling Interest as a % of Total(A)
Non-controlling Interest in Income of Consolidated Subsidiaries(B)
Net Income (Loss)
Non-controlling Interest as a % of Total(A)
Non-controlling Interest in Loss of Consolidated Subsidiaries(B)
Figure REIT$1,302 45.0 %$584 $5,509 44.6 %$2,458 $(9,989)44.6 %$(4,455)
Offshore Solana Fund(5,729)2.8 (161)8,627 2.8 243 n.a.n.a.n.a.
Total$(4,427)$423 $14,136 $2,701 $(9,989)$(4,455)
(A)    Represents the weighted average percentage of total noncontrolling shareholders’ net income (loss) in consolidated subsidiaries throughout the period, which may not agree to the percentages as calculated based on the ending balances presented above.
(B)    Balances may not cross-foot due to rounding for presentation purposes in the Noncontrolling Interest as a Percent of Total shown.
The noncontrolling interests in the equity of consolidated subsidiaries are computed as follows:
December 31, 2025December 31, 2024
Total Consolidated EquityNon-controlling Ownership Interest as a Percent of TotalNon-controlling Interest in Equity of Consolidated SubsidiariesTotal Consolidated EquityNon-controlling Ownership Interest as a Percent of TotalNon-controlling Interest in Equity of Consolidated Subsidiaries
Figure REIT$18,217 45.0 %$8,178 $18,261 44.6 %$7,769 
Offshore Solana Fund6,602 2.8 186 17,807 2.8 508 
Total$24,819 $8,364 $36,068 $8,277