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EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
EQUITY EQUITY
The following table summarizes the Company’s equity instruments at June 30, 2026 and December 31, 2025:
June 30, 2026
Authorized Shares(A)
Issued and Outstanding Shares
Potential Common Shares(B)
OptionsRSUs
Class A Common Stock, $0.0001 par value per share
1,000,000,000 178,794,505 19,776,526 5,351,099 
Class B Common Stock, $0.0001 par value per share
200,000,000 37,893,047 7,760,846 4,734,727 
Blockchain Common Stock, $0.0001 par value per share
500,000,000 6,941,715 — — 
Preferred Stock, $0.0001 par value per share
100,000,000 — — — 
Total1,800,000,000 223,629,267 27,537,372 10,085,826 
December 31, 2025
Authorized Shares(A)
Issued and Outstanding Shares
Potential Common Shares(B)
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 Common 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 
(A)    As authorized by the Company’s Charter. The holders of Class A common stock and Blockchain 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.
(B)    Includes the equity instruments of the 2018 Equity Incentive Plan, the 2024 Equity Incentive Plan, and the 2025 Incentive Award Plan.
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 at an exercise price of $3.23 per share. All of the warrants have been earned and exercised as of June 30, 2026 into Class A common stock.
During the three and six months ended June 30, 2025, the Company recognized stock-based expense within “Technology and product development” in the Condensed Consolidated Statements of Operations of $2.5 million and $4.7 million related to the warrants, respectively. There was zero stock-based expense for warrants for the three and six months ended June 30, 2026.
Stock-Based Compensation
The Company grants stock-based compensation in the form of options and RSUs for 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. The Company grants RSUs to employees and members of the board which 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.
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 Company recognizes expense only for the stock-based awards that
ultimately vest, and accounts for forfeitures of stock-based awards as those forfeitures occur. The following table presents the amount of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
General and administrative$23,567 $1,795 $47,041 $3,521 
Technology and product development(A)
1,453 3,278 3,294 6,737 
Operations and processing180 148 332 225 
Sales and marketing898 103 1,309 182 
Total stock-based compensation expense$26,098 $5,324 $51,976 $10,665 
(A)    There was zero stock-based expense for warrants for the three and six months ended June 30, 2026.
Equity Incentive Plans
2018 Equity Incentive Plan
In 2018, the Company adopted the 2018 Equity Incentive Plan (as amended and/or restated, the “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). As of December 31, 2025 the Company had granted awards equivalent to 56,462,313 shares of common stock, 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.
2024 Equity Incentive Plan
In 2024, FMH adopted the 2024 Equity Incentive Plan (as amended and/or restated, the “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. As of December 31, 2025 the Company had granted option awards equivalent to 3,172,306 shares of common stock, gross of forfeited and cancelled awards under the 2024 Plan. There were 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.
2025 Incentive Award Plan
As part of the IPO, the Company adopted the 2025 Incentive Award Plan (as amended and/or restated, the “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, restricted stock, RSUs, stock payments, and other incentive awards and cash awards. As of June 30, 2026, the Company had granted awards equivalent to 2,538,338 and 8,535,845 shares of Class A and Class B common stock, respectively, and as of December 31, 2025 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
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 June 30, 2026, 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 June 30, 2026, 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)
3.06,952,212 4,562,091 11,514,303 $49,285 $150,238 
Multiple(A)(B)
2.2— 5,523,735 5,523,735 — 31,950 
Total6,952,212 10,085,826 17,038,038 $49,285 $182,188 
(A)    Awards typically vest over a period of 1 to 4 years and awards generally have a one year cliff vesting feature with quarterly or monthly vesting thereafter.
(B)    Awards include a service period vesting condition 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.
Share Repurchase Program
On February 25, 2026, the Company’s Board of Directors authorized a program under which the Company may repurchase up to $200 million of its Class A common stock and Blockchain common stock over the next 12 months subject to market conditions, contractual restrictions and other factors (the “Share Repurchase Program”).
Repurchases under the Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, accelerated share repurchase transactions, or by other means in accordance with applicable securities laws and regulations. The timing, number of shares repurchased, and prices paid will depend on market conditions, share price, trading volume, corporate considerations, and other factors. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

The Share Repurchase Program does not obligate the Company to acquire any particular amount of stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. The Company did not repurchase any stock under the Share Repurchase Program during the three and six months ended June 30, 2026.
Noncontrolling Interests in Consolidated Subsidiaries
The following amounts relate to equity interests held by 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 historically consolidated, but did not wholly-own.
On March 27, 2026, Figure REIT merged with and into the VS Evergreen Acquisition Co. L.P., a subsidiary of VS Evergreen Financing Fund LP. The surviving entity is VS Evergreen Acquisition Co. L.P., a Delaware limited partnership (“Evergreen”). The Company redeemed all issued and outstanding shares of the 12.0% Series A Redeemable Cumulative Preferred Stock for $1,019 per share and the shares are considered cancelled and no longer outstanding. Each outstanding share of the Company’s voting and non-voting common stock held by Figure REIT stockholders immediately prior to the effective time was converted on a one-for-one basis into Evergreen fund units. As a result of the merger, Figure REIT is no longer controlled by FTS, as FTS’s ownership interests have moved into VS Evergreen Financing Fund LP and FTS is not
the primary beneficiary of VS Evergreen Financing Fund LP. The Company did not recognize a gain or loss on the transaction, and the Company’s new investment in the Evergreen Funds is disclosed in “Note 3—Investments—Equity Investments”.
The noncontrolling interests included in net income (loss) are computed as follows:
Three Months Ended June 30,
20262025
Net Income (Loss)
Non-controlling Interest as a % of Total(A)
Non-controlling Interest in Income of Consolidated Subsidiaries(B)
Net Income (Loss)
Non-controlling Interest as a % of Total(A)
Non-controlling Interest in Income of Consolidated Subsidiaries(B)
Figure REIT$— — %$— $(2)44.6 %$(1)
Offshore Solana Fund(358)2.8 (10)1,893 2.8 53 
Total$(358)$(10)$1,891 $52 
Six Months Ended June 30,
20262025
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)
Figure REIT$353 44.6 %$159 $872 44.6 %$389 
Offshore Solana Fund(2,382)2.8 (67)(4,643)2.8 (130)
Total$(2,029)$92 $(3,771)$259 
(A)    Represents the weighted average percentage of total noncontrolling shareholders’ net income (loss) in consolidated subsidiaries throughout the period, which may not agree to the percentages as calculated based on the ending balances presented above.
(B)    Balances may not cross-foot due to rounding for presentation purposes in the Noncontrolling Interest as a Percent of Total shown.
The noncontrolling interests in the equity of consolidated subsidiaries are computed as follows:
June 30, 2026December 31, 2025
Total Consolidated EquityNon-controlling Ownership Interest as a Percent of TotalNon-controlling Interest in Equity of Consolidated SubsidiariesTotal Consolidated EquityNon-controlling Ownership Interest as a Percent of TotalNon-controlling Interest in Equity of Consolidated Subsidiaries
Figure REIT$— — %$— $18,217 45.0 %$8,178 
Offshore Solana Fund(967)2.8 (27)6,602 2.8 186 
Total$(967)$(27)$24,819 $8,364