Figure Technology Solutions, Inc. 8-K

What Happened

• On June 10, 2026, Figure Technology Solutions, Inc. (FIGR) entered into an Agreement and Plan of Merger to acquire Kiavi, Inc. through a merger of a Figure subsidiary (Project Mason Merger Sub, Inc.) into Kiavi, with Kiavi to survive as a wholly owned subsidiary.
• At closing, Figure will pay Kiavi’s equityholders approximately $532.4 million in cash (subject to customary adjustments). The filing also discloses a bridge financing commitment to provide up to $600 million on a 364-day facility from Bank of America, BofA Securities and Barclays.

Key Details

• Deal date: Merger Agreement signed June 10, 2026.
• Purchase price: ~ $532.4 million cash to Kiavi equityholders, subject to adjustments (cash, indebtedness, transaction expenses, working capital).
• Financing: 364-day bridge commitment up to $600 million from Bank of America, BofA Securities and Barclays (facility to be used only if needed; company expects to finance primarily via capital markets).
• Closing conditions and timing: customary conditions, including Kiavi stockholder approval, HSR waiting period expiration (antitrust review), accuracy of reps/warranties, absence of material adverse effect, certain pre-closing restructurings and required regulatory licenses. The Merger must close before the earlier of the date a U.S. antitrust "Second Request" is issued and November 30, 2026 (the “End Date”).
• Termination fee: Figure may owe Kiavi a $25 million termination fee in specified circumstances if the deal is not completed by the End Date or related asset sale fails under certain conditions.

Why It Matters

• This transaction would make Kiavi a wholly owned subsidiary of Figure and requires shareholder and regulatory approvals; it is a material acquisition that could change Figure’s business scale and capital needs.
• Figure plans to fund the cash portion mainly via capital markets transactions and, if necessary, the $600M bridge facility — which could affect the company’s near-term financing and liquidity profile.
• Completion is not assured: the deal is subject to multiple conditions (shareholder approvals, antitrust review, regulatory licenses and pre-closing steps) and includes a $25M termination fee in some scenarios. Investors should monitor subsequent filings for updates on approvals, financing plans, and closing progress.