ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ou June

(Last)

(First)

(Middle)

C/O FIGURE TECHNOLOGY SOLUTIONS, INC.

100 WEST LIBERTY STREET, SUITE 600

(Street)

RENO

89501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Figure Technology Solutions, Inc. [ FIGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/12/2025		C		1,500,000	A	⁽¹⁾	1,500,000	I	By Family Trust
Class A Common Stock	09/12/2025		S		1,500,000	D	$25	0	I	By Family Trust
Class A Common Stock								6,878,993	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$25	09/10/2025		A		3,200,942		⁽²⁾	09/10/2035	Class B Common Stock	3,200,942	$0	3,200,942	I	By Spouse
Series Seed Preferred Stock	⁽¹⁾	09/12/2025		C			4,750,187	⁽¹⁾	⁽¹⁾	Class B Common Stock	4,750,187	⁽¹⁾	0	I	By Family Trust
Class B Common Stock	⁽³⁾	09/12/2025		C		4,750,187		⁽³⁾	⁽³⁾	Class A Common Stock	4,750,187	⁽³⁾	5,813,645	I	By Family Trust
Class B Common Stock	⁽³⁾	09/12/2025		C			1,500,000	⁽³⁾	⁽³⁾	Class A Common Stock	1,500,000	⁽³⁾	4,313,645	I	By Family Trust
Class B Common Stock	⁽³⁾	09/12/2025		A		3,200,942⁽⁴⁾		⁽³⁾	⁽³⁾	Class A Common Stock	3,200,942	$0	28,171,392	I	By Spouse
Class B Common Stock	⁽³⁾	09/12/2025		A		2,133,961⁽⁵⁾		⁽³⁾	⁽³⁾	Class A Common Stock	2,133,961	$0	30,305,353	I	By Spouse
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	2,237,012		2,237,012	I	By Rockfish LLC
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	3,185,970		3,185,970	I	By Children's Trust 1
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	3,185,970		3,185,970	I	By Children's Trust 2

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer held by the Family Trust automatically converted into one share of Class A Common Stock, which was immediately exchanged for one share of Class B Common Stock.

2. The option vests with respect to one quarter of the underlying shares on September 10, 2026, and vests with respect to the remaining shares in 36 monthly installments thereafter.

3. Each outstanding share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers.

4. Represents an award of restricted stock units ("RSUs"), which vests with respect to one quarter of the underlying shares on September 10, 2026, and vest with respect to the remaining shares in 36 monthly installments thereafter. Each RSU represents a contingent right to receive one share of Class B Common Stock.

5. Represents an award of RSUs, which vests in four annual installments beginning on September 10, 2026, subject to the achievement of certain stock price thresholds ranging from $32.50 to $63.00, measured based on the average price per share of the Class A Common Stock over certain trading periods. Each RSU represents a contingent right to receive one share of Class B Common Stock.

Remarks:

	/s/ Ron Chillemi, Attorney-in-Fact	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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