Figure Technology Solutions, Inc. 10-Q

ITEM 5. OTHER INFORMATION (a) Disclosure in lieu of reporting on a Current Report on Form 8-K On May 14, 2026, the Board of Directors of the Company approved an amendment and restatement of its 2025 Incentive Award Plan (as amended and restated, the “2025 Plan”) to, among other things, eliminate automatic double-trigger vesting for awards assumed in connection with a Change in Control (as defined in the 2025 Plan) following the holder’s involuntary termination in order to provide the Company with increased flexibility. Additionally, on May 14, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Todd Stevens, its Chief Capital Officer, providing for his eligibility for severance equal to 12 months of continued base salary payments in connection with a termination by the Company without Cause, as well as full vesting acceleration of any unvested equity-based awards held by Mr. Stevens upon his termination of service by the Company without Cause or resignation for Good Reason, in each case, within 12 months of a Change in Control (as each such term is defined in the Letter Agreement), subject to his execution of a release of claims in favor of the Company. Additionally, the Letter Agreement contains a 12 month post-termination non-competition covenant. The Company also approved, on May 14, 2026, the following treatment for any unvested equity-based awards held by certain key employees, including Michael Tannenbaum (our Chief Executive Officer), Macrina Kgil (our Chief Financial Officer) and Todd Stevens, in connection with a “change in control” (as such term is defined in the applicable equity incentive plan document). If such a change in control occurs, and such employee’s unvested equity-based awards are not assumed and, on or within 12 months following such change in control, the Company (or its successor entity or a parent or subsidiary thereof) terminates such employee’s service for any reason (other than for “cause” (as such term is defined in the 2025 Plan) or as a result of death or disability) or such employee resigns with “good reason” (as defined below), then (i) the remaining unvested equity-based awards will fully accelerate, and (ii) any options will remain exercisable for six months following the date of termination (except as would be beyond such option’s expiration date). For purposes of this treatment, “good reason” means: (i) a material diminution of base salary, unless such diminution is part of a generalized salary reduction affecting similarly situated employees; provided that a diminution of 10% or less in any one calendar year will not be deemed material; (ii) a material diminution of authority, duties or responsibilities as an employee relative to such authority, duties or responsibilities in effect immediately prior to such diminution; provided that authority, duties and responsibilities will not be deemed to be materially reduced if the employee has reasonably comparable authority, duties and responsibilities as an employee with respect to the Company’s business following a Change in Control, regardless of any change in title or whether the employee subsequently provides services to a subsidiary, affiliate, business unit, division or otherwise; (iii) a material change in the principal geographic location at which the employee must perform services for the Company (relocation to a facility or a location that would not increase a one-way commute distance by more than 35 miles from the employee’s then principal residence shall not be considered a material change in geographic location); or (iv) a material breach by the Company of the agreement under which the employee provides services to the Company. The description of the 2025 Plan and Letter Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the 2025 Plan and the Letter Agreement, which are filed as Exhibits 10.1, and 10.2, respectively, to this Quarterly Report on Form 10-Q. (b) Material changes to the procedures by which security holders may recommend nominees to the board of directors. None. (c) Insider Trading Arrangements and Policies No officer, as defined in Rule 16a-1(f), or director adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended March 31, 2026. ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following is a list of exhibits filed as part of this Quarterly Report. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 3.1 Second Amended and Restated Articles of Incorporation 8-K 001-42829 3.1 9/12/2025 61 Table of Contents 3.2 Amended and Restated Bylaws of Figure Technology Solutions, Inc. 8-K 001-42829 3.2 9/12/2025 4.1 Form of Class A Common Stock Certificate S-1/A 333-289695 4.1 9/2/2025 4.2 Form of Class B Common Stock Certificate S-1/A 333-289695 4.2 9/2/2025 4.3 Assignment, Assumption and Amendment Agreement, dated as of August 29, 2025, by and among FT Intermediate, Inc., Figure Markets Holdings, Inc. and J. Digital 6 Cayman Ltd. S-1/A 333-289695 4.3 9/8/2025 4.4 Form of Certificate of Designation for the Series A Blockchain Common Stock S-1 333-291591 4.2 2/11/2026 10.1 A mended and Restated 2025 Incentive Award Plan * 10.2 Letter Agreement, dated May 14, 2026, among Figure Technology Solutions, Inc. and Todd Stevens * 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer * 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ** 32.2 Section 1350 Certification of Chief Financial Officer ** 101.INS Inline XBRL Instance Document * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * * Filed herewith ** Furnished herewith 62 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Figure Technology Solutions, Inc. Date: May 14, 2026 By: /s/ Michael Tannenbaum Michael Tannenbaum Chief Executive Officer and Director Date: May 14, 2026 By: /s/ Macrina Kgil Macrina Kgil Chief Financial Officer 63 Table of Contents