UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 914, 2026

Figure Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-42829

99-2556408

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 West Liberty Street, Suite 600

Reno, Nevada

89501

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (917) 789-8049

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		FIGR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnIndenture ~~July~~and 9, 2026, Figure Technology Solutions, Inc. (the “Company”) issued a press release announcing the pricing of its previously announced private offering of $600 million in aggregate principal amount of 8.500% senior notes due 2031 (the “Notes”). The offering of the Notes is expected to close on July 14, 2026, subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

~~The~~On ~~Company~~July ~~intends~~14, to2026, ~~use~~Figure ~~the~~Technology ~~net~~Solutions, ~~proceeds~~Inc. ~~from~~(the ~~this~~“Company”) closed ~~offering~~its topreviously ~~fund the~~announced ~~cash~~offering ~~consideration~~of ~~payable~~$600 inmillion ~~connection~~principal ~~with~~amount ~~its~~of ~~previously~~8.500% ~~announced~~Senior ~~acquisition~~Notes ofdue ~~Kiavi,~~2031 ~~Inc.~~ (the “~~Kiavi Acquisition~~Notes”),. The ~~for~~Notes ~~general~~were ~~corporate~~issued ~~purposes,~~pursuant ~~and~~ to ~~pay~~an ~~fees~~indenture ~~and~~(the ~~expenses~~“Indenture”) ~~related~~dated toas ~~this offering. The completion~~ of ~~this~~July ~~offering~~14, is2026 ~~not~~among ~~conditioned on~~ the ~~completion~~Company, certain of the ~~Kiavi~~Company’s domestic ~~Acquisition.~~wholly-owned Ifsubsidiaries ~~the~~as ~~Kiavi~~guarantors ~~Acquisition is not completed,~~ (the ~~net~~“Guarantors”) ~~proceeds~~and ~~from~~Wilmington ~~this~~Trust, ~~offering~~National ~~will~~Association, beas ~~used~~trustee ~~for~~(the ~~general corporate purposes~~“Trustee”).

~~This~~The ~~Current~~Notes ~~Report~~will onaccrue ~~Form~~interest ~~8-K~~at ~~and~~a ~~the~~rate ~~press~~of ~~release attached hereto as Exhibit 99~~8.1500% doper ~~not constitute an offer to sell or the solicitation of an offer to buy these securities~~annum, ~~nor shall there be any offer,~~payable ~~solicitation~~semiannually orin ~~sale~~arrears ofon ~~these~~January ~~securities~~31 inand ~~any~~July ~~jurisdiction~~31 inof ~~which~~each ~~such offer~~year, ~~solicitation~~beginning oron ~~sale~~January ~~would~~31, ~~be unlawful~~2027. The Notes will ~~not~~ bemature ~~registered~~on ~~under~~July ~~the Securities Act of 1933~~31, ~~as amended (the “Securities Act”)~~2031, ~~or any state securities laws and, unless~~ sounless ~~registered,~~earlier ~~may~~repurchased ~~not be offered~~ or ~~sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws~~redeemed.

~~Item~~The 9Notes are fully and unconditionally guaranteed (the “note guarantees”), on a senior, unsecured basis, by the Guarantors.01 ~~Financial~~The ~~Statements~~Notes were offered in the United States and ~~Exhibits~~sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and the rules thereunder, and are acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer.

~~(d)~~The ~~Exhibits~~Notes and the note guarantees are general unsecured senior obligations of the Company and the Guarantors, respectively.

Exhibit No.		Document Description
99.1		Press release announcing the pricing of the Notes offering, dated July 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

At any time prior to July 31, 2028, the Company may redeem the Notes, in whole or in part, at its option at a redemption price equal to 100.000% of the principal amount of the Notes plus a make-whole premium described in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On and after July 31, 2028, the Company may redeem the Notes, in whole or in part, at the redemption prices set forth in the Indenture.

~~Caution~~In ~~Regarding~~addition, ~~Forward-Looking~~at ~~Statements~~any time prior to July 31, 2028, the Company may from time to time redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price set forth in the Indenture, if not less than 50% of the aggregate principal amount of the notes remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.

~~Certain~~Upon ~~information contained or incorporated by reference in this Current Report on Form 8-K constitutes forward-looking statements for purposes of~~ the ~~safe~~occurrence ~~harbor provisions under the Private Securities Litigation Reform Act~~ of ~~1995.~~a ~~Forward-looking~~Change statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance, underlying assumptions and other statements that are other than statements of ~~historical~~Control ~~fact.~~(as ~~Without~~defined ~~limiting~~in the ~~foregoing~~Indenture), the ~~words~~Company ~~“believes,”~~must ~~“anticipates,”~~offer “plans,” “expects,” “estimates,” “projects,” “forecasts,” “may,” “assume,” “intend,” “will,” “continue,” “opportunity,” “predict,” “potential,” “future,” “likely,” “target,” “indicate,” “would,” “could,” “should” and similar expressions are intended to ~~identify~~repurchase ~~forward-looking statements, although not~~ all forward-looking statements are accompanied by such words. Such statements reflect management’s current expectations based on factors currently known but are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to the offering of the Notes, ~~the~~at ~~anticipated~~a ~~use~~purchase ofprice ~~the~~equal ~~proceeds~~to ~~therefrom,~~101% ~~the completion~~ of ~~the~~their ~~Kiavi~~principal ~~Acquisition~~amount, ~~satisfaction~~plus ofaccrued ~~the conditions to the Kiavi Acquisition, receipt of required governmental~~ and ~~regulatory~~unpaid ~~approvals~~interest, ~~availability~~if ~~of financing~~any, ~~integration of Kiavi~~to, ~~realization~~but ofnot ~~anticipated benefits~~including, ~~synergies and projected metrics, and~~ the ~~risks~~repurchase discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission. Forward-looking statements speak only as of the date ~~on which they are made and, except to the extent required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements~~.

~~SIGNATURES~~The Indenture also contains customary provisions relating to events of default.

~~Pursuant~~The toIndenture contains covenants that limit the ~~requirements~~ability of the ~~Securities~~Company ~~Exchange~~and ~~Act~~any of ~~1934,~~its asRestricted ~~amended,~~Subsidiaries ~~the~~(as ~~registrant~~defined ~~has~~in ~~duly~~the ~~caused~~Indenture), ~~this report~~ to, beamong ~~signed~~other ~~on its behalf by the undersigned hereunto duly authorized.~~things:

	FIGURE TECHNOLOGY SOLUTIONS, INC.
Date: July 9, 2026	By:	/s/ Michael Tannenbaum
		Michael Tannenbaum
		Chief Executive Officer and Director

incur or guarantee additional indebtedness or issue certain preferred stock;

pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness;

transfer or sell certain assets;

create certain liens;

make certain investments;

enter into agreements that restrict dividends or other payments from restricted subsidiaries to the Company;

consolidate, merge or transfer all or substantially all of the Company’s assets;

engage in certain transactions with affiliates; and

designate unrestricted subsidiaries.

The above descriptions of the Indenture and the Notes are summaries and are not complete, and are qualified in their entirety by reference to the full and complete text of the Indenture and the Form of Note, a copy each of which is attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Forward Looking Statements

Certain information contained or incorporated by reference in this Current Report on Form 8-K constitutes forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance, underlying assumptions and other statements that are other than statements of historical fact. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “projects,” “forecasts,” “may,” “assume,” “intend,” “will,” “continue,” “opportunity,” “predict,” “potential,” “future,” “likely,” “target,” “indicate,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Such statements reflect management’s current expectations based on factors currently known but are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to the offering of the Notes, the anticipated use of the proceeds therefrom, the completion of the Kiavi Acquisition, satisfaction of the conditions to the Kiavi Acquisition, receipt of required governmental and regulatory approvals, availability of financing, integration of Kiavi, realization of anticipated benefits, synergies and projected metrics, and the risks discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and, except to the extent required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of July 14, 2026, among Figure Technology Solutions, Inc., the guarantors party thereto and Wilmington Trust, National Association.
4.2		Form of 8.500% Senior Note due 2031 (included in Exhibit 4.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	FIGURE TECHNOLOGY SOLUTIONS, INC.

Date: July 14, 2026	By:	/s/ Michael Tannenbaum
		Michael Tannenbaum
		Chief Executive Officer and Director

Filing Compare · Figure Technology Solutions, Inc.