As filed with the U.S. Securities and Exchange Commission on July 1, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIGMA, INC.

(Exact name of registrant as specified in its charter)


Delaware	7372	46-2843087
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

760 Market Street, Floor 10

San Francisco, California 94102

(415) 890-5404

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dylan Field

Chair of the Board of Directors, Chief Executive Officer, and President

760 Market Street, Floor 10

San Francisco, California 94102

(415) 890-5404

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Michael T. Esquivel Ran D. Ben-Tzur Jennifer J. Hitchcock Aman D. Singh Chance L. Goldberg Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 (650) 988-8500	Brendan Mulligan Amanda Westendorf Brendan Brown Figma, Inc. 760 Market Street, Floor 10 San Francisco, California 94102 (415) 890-5404	Richard A. Kline Richard Kim Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as

amended, or (“Securities Act”), check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the

Securities Exchange Act of 1934, as amended.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment

which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement

shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


Class A Common Stock	Figma, Inc.

This is the initial public offering of shares of Class A common stock of Figma, Inc. We are offering shares of our Class A common stock and the

selling stockholders identified in this prospectus are offering shares of our Class A common stock in this offering.

Prior to this offering, there has been no public market for our Class A common stock. We will not receive any proceeds from the sale of shares of

Class A common stock by any of the selling stockholders. We expect that the initial public offering price per share of our Class A common stock will

be between $ and $ per share.

We have applied to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “FIG.”

Following this offering, we will have three series of authorized common stock, Class A common stock, Class B common stock, and Class C common

stock. The rights of the holders of our Class A common stock, Class B common stock, and Class C common stock are identical, except with respect

to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is

entitled to 15 votes per share and is convertible into one share of our Class A common stock. Each share of Class C common stock has no voting

rights, except as otherwise required by law, and, subject to satisfaction of certain conditions as described herein, is convertible into one share of our

Class A common stock. Immediately following the completion of this offering, and assuming no exercise of the underwriters’ option to purchase

additional shares to cover over-allotments, if any, Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President, will hold or

have the ability to control approximately % of the voting power of our outstanding capital stock, including % of the voting power pursuant

to an irrevocable proxy granted by Evan Wallace, our other co-founder, and the Wu-Wallace Family Trust, an affiliate of Mr. Wallace, to Mr. Field (the

“Wallace Proxy”). As a result, following this offering, Mr. Field will have the ability to control the outcome of matters submitted to our stockholders for

approval, including the election of our directors and the approval of any change of control transaction.

We are an “emerging growth company” as defined under the federal securities laws. As such, in this prospectus we have taken advantage of certain

reduced disclosure obligations that apply to emerging growth companies regarding our financial statements and executive compensation

arrangements.

Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 38 to read about factors you should

consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the

accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price .............................................................................................................................................................	$	$
Underwriting discounts and commissions (1) ............................................................................................................................	$	$
Proceeds, before expenses, to us ..............................................................................................................................................	$	$
Proceeds, before expenses, to selling stockholders ................................................................................................................	$	$

__________________

(1)See the section titled “Underwriters (Conflicts of Interest)” for a description of the compensation payable to the underwriters.

The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our Class A

common stock from us to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the shares of our Class A common stock to purchasers on or about , 2025.


MORGAN STANLEY	GOLDMAN SACHS & CO. LLC	ALLEN & COMPANY LLC	J.P. MORGAN


BOFA SECURITIES	WELLS FARGO SECURITIES	RBC CAPITAL MARKETS
WILLIAM BLAIR		WOLFE \| NOMURA ALLIANCE

Prospectus dated , 2025

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the

registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities

and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2025

PRELIMINARY PROSPECTUS

Table of Contents


FOUNDER LETTER .............................................	ii

PROSPECTUS SUMMARY ................................	1

RISK FACTORS ...................................................	38

SPECIAL NOTE REGARDING FORWARD- LOOKING STATEMENTS ...............................	94

INDUSTRY AND MARKET DATA .....................	96

USE OF PROCEEDS ..........................................	97

DIVIDEND POLICY ..............................................	98

CAPITALIZATION ................................................	99

DILUTION ..............................................................	103

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...............	108

BUSINESS .............................................................	149

MANAGEMENT ....................................................	184

EXECUTIVE COMPENSATION .........................	196


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...............................	217

PRINCIPAL AND SELLING STOCKHOLDERS ............................................	222

DESCRIPTION OF CAPITAL STOCK ..............	226

SHARES ELIGIBLE FOR FUTURE SALE .......	236

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK ...............................................................	245

UNDERWRITERS (CONFLICTS OF INTEREST) ........................................................	251

LEGAL MATTERS ................................................	269

EXPERTS ..............................................................	270

WHERE YOU CAN FIND ADDITIONAL INFORMATION .................................................	270

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ..................................................	F-1

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any

information or to make any representations other than those contained in this prospectus or in any free

writing prospectuses filed with the Securities and Exchange Commission (the “SEC”). Neither we, the

selling stockholders, nor any of the underwriters take any responsibility for, and can provide no assurance

as to the reliability of, any other information that others may give you. This prospectus is an offer to sell

only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do

so. We and the selling stockholders are offering to sell, and seeking offers to buy, the shares of Class A

common stock offered hereby only in jurisdictions where offers and sales are permitted. The information

contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of

delivery of this prospectus or of any sale of the shares of our Class A common stock. Our business,

operating results, financial condition, and future prospects may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters

have taken any action that would permit this offering or possession or distribution of this prospectus in

any jurisdiction where action for that purpose is required, other than in the United States. You are

required to inform yourselves about and to observe any restrictions relating to this offering and the

distribution of this prospectus.

Unless otherwise indicated, the terms “Figma,” the “company,” “we,” “us,” and “our” refer to Figma, Inc.

and our subsidiaries.

(1) We define monthly active users as the number of unique users that access at least one of our products during a given month. A

Paid Customer typically includes multiple unique users. When reporting monthly active users during a quarter or other period of

time, we report the number of monthly active users during the month with the highest number of active users during such

period.

Table of Contents

Prospectus Summary

Overview

Figma is where teams come together to turn ideas into the world’s best digital products and

experiences.

Every day, billions of people around the world use apps, websites, and other digital experiences that are

made in Figma. They’re looking up directions on Google Maps; requesting rides with Uber; checking in for

flights on JetBlue; streaming shows on Netflix; learning languages with Duolingo; asking questions of

Claude; connecting on LinkedIn; buying goods on Mercado Libre; or booking stays and experiences with

Airbnb.

Behind each of these products is a cross-functional team responsible for bringing them to life. In Figma,

designers work alongside developers, product managers (“PMs”), researchers, marketers, writers, and

other non-designers who, in the three months ended March 31, 2025, made up two-thirds of our more

than 13 million monthly active users.1 Together, these teams share and explore ideas, align on a vision,

visualize concepts, and translate them into coded products — all on a single, connected, AI-powered

platform that collaborators around the world can access with a URL.

Our focus on the entire lifecycle of software creation reflects our ability to rapidly bring new products onto

Figma’s browser-based platform and our belief that design spans far beyond a single step or role. We

take this expansive view because design is more than how something looks, or even feels; design is also

how something works — and in today’s increasingly digital-first world, what sets brands and companies

apart.

As AI makes software much easier to create, and as organizations across industries and geographies

continue to invest heavily in digital transformation, better-designed digital products and experiences have

become even more critical to a company’s success. That’s why 95% of the Fortune 500 and 78% of the

Forbes Global 2000 used Figma in March 2025. These companies understand deeply that great design is

what attracts and wins user loyalty, especially in a world where a business’ interactions with its customers

are increasingly digital.

(2) See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information

regarding (i) certain one-time events that impacted our operating results for the years ended December 31, 2023 and 2024,

including the $1.0 billion termination fee we received in 2023 in connection with the Abandoned Merger with Adobe (as defined

below) and $889.3 million of stock-based compensation expense, net of amounts capitalized, we recognized in 2024 in

connection with the May 2024 RSU Release and the 2024 Stock Option Grants (each as defined below), (ii) our use of non-

GAAP operating margin and a reconciliation of operating margin to non-GAAP operating margin, and (iii) our definition of Net

Dollar Retention Rate.

Table of Contents

Figma has been fortunate to play a part in, and benefit from, the growing global movement to elevate

design and the craft of building software. Millions of people use Figma every week, often for hours a day,

and as more users have come to our platform, our business has grown.

•Our revenue was $749.0 million for the year ended December 31, 2024, representing 48% year-

over-year growth as compared to the year ended December 31, 2023, and our revenue was

$228.2 million for the three months ended March 31, 2025, representing 46% year-over-year

growth as compared to the three months ended March 31, 2024. Our four-year compounded

annual revenue growth rate as of December 31, 2024 was 53%.

•For the year ended December 31, 2024 and for the three months ended March 31, 2025, we

delivered an operating margin of (117)% and 17%, respectively, and a non-GAAP operating

margin of 17% and 18%, respectively. Our 2024 operating margin was impacted by our May 2024

RSU Release and 2024 Stock Option Grant (each as defined below), one-time events.

•We had a Net Dollar Retention Rate (as defined below) of 134% and 132% as of December 31,

2024 and as of March 31, 2025, respectively.

•For the years ended December 31, 2023 and 2024, we had net income of $737.8 million and net

loss of $732.1 million, respectively, and for the three months ended March 31, 2024 and 2025, we

had net income of $13.5 million and $44.9 million, respectively. In addition to our May 2024 RSU

Release and 2024 Stock Options Grant, we also received a $1.0 billion termination fee in 2023 in

connection with the Abandoned Merger with Adobe (as defined below).2

While Figma began as a browser-based tool for designing user interfaces, our platform has expanded to

help teams go from idea to product all in one place. We are quickly becoming the system of record for

design and product development at a time when software is growing exponentially. We believe our pace

of innovation, the breadth and flexibility of our platform, the strength of our team, the community

relationships we have built, and the enduring power of design position us well for future growth.

Table of Contents

From design silos to a new software standard

Dylan Field and Evan Wallace started Figma in 2012, after they met as students at Brown University.

Back then, design looked very different than it does today. Designers worked by themselves in silos

across multiple tools and products. Even if they wanted to design together or with others, technological

constraints and the fragmented nature of the product development toolchain made collaboration a pain.

The most elegant solution to share work? Huge, manually annotated files sent around as email

attachments with indecipherable names like “Draft_Final_V2_FINAL_v13.”

As part of a generation that found community in multiplayer, virtual worlds and grew up on Google Docs,

Dylan and Evan saw an opportunity to bring design to the browser, and in doing so, make it more open

and collaborative. After experimenting with a powerful technology called WebGL, which harnesses the

power of a computer’s Graphics Processing Unit (“GPU”) to render high-performance graphics in the

browser, and spending three years building, testing, and iterating with users, they launched Figma. It was

the first design tool that combined the accessibility of the web with the functionality and performance of a

native desktop app.

Not everyone was as excited as Dylan and Evan were about this new way of working. Despite the product

benefits of a more open design process — seamless version control, real-time collaboration in the file,

and the ability to access designs from any browser or computer anywhere in the world — designers

raised concerns that more transparency and collaborators in the mix would lead to tighter deadlines, more

micro management, and an implicit loss of control over their craft. One person even said that if Figma was

the future of design, they were changing careers.

But as more designers and their teams started using Figma, they began to understand the benefits of

designing together in the browser. It was more fun working collaboratively in the same file; it was also

faster and more efficient to work in a single product that brought storage, asset creation, prototyping, and

other parts of the design toolchain into one place. The ability to easily share work with a URL led people

to bring collaborators into their files earlier, placing more emphasis on co-creation and less on the “big

reveal.” It also led Figma to spread quickly within companies and design communities globally, while

giving teams something they’d never had before: a single source of truth to access the most up-to-date

designs.

Today, the openness and accessibility that Figma helped pioneer is no longer a novelty; it’s the

expectation, a way of working that has spread across teams, tools, countries, and industries — and

transformed the way products are designed and built.

Table of Contents

From design tool to product development

platform

As Figma’s open and collaborative way of working pulled more people into the design process, we

expanded to serve the many roles and steps involved in going from an idea to a product in users’ hands.

The early investments we made in our browser-based platform have enabled us to rapidly introduce and

monetize new products.

•In 2021, we expanded our platform to serve earlier phases of the product development lifecycle

with the launch of FigJam, an online whiteboard for teams to brainstorm and ideate together.

FigJam grew organically out of the unexpected ways our community was using our first product

Figma Design to meet, connect, and brainstorm product ideas. We tailored FigJam to fit this use

case, creating a more welcoming and lightweight space for designers and their collaborators to

meet and brainstorm what to build together — using the core principles and primitives of Figma.

•In 2023, we released Dev Mode, a dedicated space in Figma that helps teams more efficiently

translate design concepts into coded products. While Figma Design is built for more free-form

design exploration, Dev Mode is tailored to the very specific and structured needs of developers,

who, during the three months ended March 31, 2025, made up approximately 30% of our monthly

active users. Dev Mode organizes information and surfaces data like design specifications and

measurements in ways that are both useful and intuitive for developers. Building on years of

updates in Figma Design to bridge the gap between design and code, Dev Mode is designed to

improve cross-team communication and maximize efficiency at this crucial step in the product

development process.

•In 2024, we launched Figma Slides, a product for designers and their collaborators to drive

alignment through better-designed and more collaborative presentations. Figma Slides was born

from an organic use case in which our users were creating millions of slide presentations in

Figma Design. Seeing that pattern, a team of our employees drew up Figma Slides during our

annual “Maker Week” hackathon. Figma Slides marries the visual fidelity of Figma Design with

the playful interactivity of FigJam, making it easier for designers and non-designers to create

powerful presentations in the same space.

•In 2025, we doubled our product portfolio with the launch of four new products: Figma Sites,

Figma Make, Figma Buzz, and Figma Draw. Figma Sites is a product that lets you design a

website and directly publish it to the web, with a custom URL. Figma Make is an AI-powered

product that turns a prompt into a fully functional prototype. Figma Buzz is a product for easily

Table of Contents

creating social media assets, display ads, and other marketing materials at scale that are

consistent with your brand or visual identity. And Figma Draw provides a dedicated space for finer

vector editing required when drawing detailed iconography and product illustrations.

With the additions of these seven products over the last four years, Figma offers an increasingly end-to-

end platform for teams to go from idea to shipped product. Over time, we’ve seen teams adopt our

platform for more parts of their product development journey, as evidenced by the fact that 76% of Figma

customers were using at least two of our products during the three months ended March 31, 2025.

AI has the power to accelerate the process of going from idea to product even further by helping users of

all skill levels explore and iterate on ideas more quickly, while automating rote, repetitive tasks. Over the

last few years, we’ve launched AI features that help users generate editable user interfaces with a simple

prompt and rename layers in a design file or instantly summarize sticky notes from team meetings with a

single click.

Figma Make is the most recent launch that shows the potential of AI to accelerate product development,

as it helps users rapidly explore concepts by turning a conversational prompt — optionally augmented

with an existing Figma design — into a working prototype within minutes. This and other Figma AI

features currently rely on off-the-shelf foundational models, though we expect developments of our own

models to accelerate over time as we continue to make significant investments in AI.

Our community has also contributed to the expansion of Figma’s platform in ways that increasingly

position us at the center of design and product development workflows. They have created over 250,000

Community resources, including more than 10,000 plugins and widgets that allow users to customize their

workspaces and speed up their workflows using Figma’s publicly-accessible application programming

interfaces (“APIs”). With the help of our users and trusted partners, we have built a powerful, extensible

ecosystem that keeps evolving to meet the diverse needs of a growing global community and contributes

to our growth.

Through close community ties and a relentless focus on innovation and meeting user needs, Figma has

grown to serve more people and parts of the process of helping teams turn ideas into shipped products

and experiences.

The opportunity ahead

In the 13 years since Figma’s founding, the amount of software in the world has exploded, and according

to a Gartner® forecast, worldwide software spending is expected to exceed $1.2 trillion in 2025.

Meanwhile, generative AI has made digital products more ubiquitous and much easier to build, with

International Data Corporation (“IDC”) estimating there will be more than 1 billion new apps in the world

(3) Per IDC, “apps are defined here as logical applications which include solutions that are entirely made up of brand-new software

but also solutions that leverage existing installed applications as providers of data, decision-making logic, and other services.”

(4) To estimate our market opportunity, we took IDC primary research-informed models of the global workforce population

engaged in software design and then applied our internal pricing data to determine our total addressable market.

Table of Contents

by 2028.3 As a platform that’s quickly becoming a system of record for design and product development,

Figma is well positioned to benefit from this growth.

We believe that, in today’s world, design and a company’s brand matter more than ever. The explosion of

software means that companies must increasingly vie for customer attention, and it is the well-crafted,

thoughtfully-designed brands, products, and user experiences that will stand out from the rest. In addition,

companies are still in the early phases of incorporating AI into their products. We expect to see so much

innovation in the years to come around the design of new interfaces and interaction paradigms that are

truly AI-native. Like the shifts to mobile and the cloud, we believe broader usage and adoption of new

technologies will be fueled by great design.

We estimate that our total addressable market is $33 billion today across the “global workforce engaged

in software design,” as identified by IDC. We calculate our total addressable market based on internal

Figma data and the IDC Executive Spotlight sponsored by Figma, “Global Workforce Engaged in

Software Design Expands to 144 Million by 2029.” We commissioned this IDC Executive Spotlight, which

sizes the global number of participants involved in the product development process.4

Figma’s founding vision was to eliminate the gap between imagination and reality. Thirteen years later,

the shift from a physical economy to a digital economy, huge advances in AI, and our own evolution from

design tool to design and product development platform have combined to make this aspiration feel even

more within reach today than it was when we started. This vision inspires us to think bigger about the role

Figma can play in extending the power of design to more people, so that whoever you are, whatever you

want to design, you’ll be able to make it in Figma.

Table of Contents

Deep Dive: The product development

process in Figma

While our community has pushed Figma in all kinds of unexpected ways, our primary focus is to help

teams turn ideas into software. We started out as a relatively small part of this larger job to be done, but

Figma was always meant to be more than a tool for designing user interfaces.

We are a platform for design and product development. And while the workflow of creating software and

other digital products and experiences can take many paths and forms, the process has traditionally

involved the following key phases:

1.Ideate and Align. The team comes together to brainstorm different solutions to user problems

and align on a path forward.

2.Visualize. Designers, PMs, and others bring life to these ideas by visualizing them at different

levels of fidelity, which starts to give a sense of how the overall experience comes together.

3.Build. These ideas and visualizations are turned into code (most often by a developer) and made

production-ready.

4.Ship. The product is launched, so it can end up in users’ hands, and marketed, so more users

adopt it; this kicks off a continuous loop of learning, refinement, and improvement.

These phases have continued to shift as roles have blurred and advances in AI allow more people to

participate in the process of creating digital products and experiences. We see this in our own research,

which found that, as of May 2025, more than half of non-designers reported spending substantial time on

(5) Data from a Figma survey of approximately 1,200 professionals working in digital product and marketing in the United States

conducted from March through May 2025.

Table of Contents

design-related work like visual exploration or mapping user flows.5 Over time, we’ve launched and

successfully monetized new products that bring more parts of the overall design and product development

process onto our platform.

Ideate and align with FigJam and Figma Slides

In the early phases of product development, teams come together to brainstorm ideas and eventually

align on potential paths forward. FigJam and Figma Slides are products we have built to facilitate these

activities.

FigJam is our product tailored for ideation, brainstorming, and rapid communication of ideas. Designed for

users of all skill levels, FigJam makes everything from personal projects to solo ideation to team meetings

more engaging and fun. This is made possible by facilitation features like timers and voting, but also fun

features that give participants more ways to express themselves, like ephemeral emoji reactions, a photo

booth that lets you take a quick selfie, or the ability to give high-fives. We also offer rich diagramming

capabilities to make it easy to convey more abstract ideas through user journeys or technical diagrams for

engineering. In FigJam, users can also use AI to generate templates for group brainstorms and

summarize meeting notes in seconds.

Figma Slides helps teams collaboratively make compelling, engaging presentations that drive and

maintain alignment. What makes this product especially effective for product teams is the way it marries

Figma’s powerful design features — such as the ability to embed prototypes, create high-fidelity

animations, or make detailed edits to mock-ups directly in a slide — with strong real-time collaboration

capabilities like seamless multiplayer editing and audience voting.

Table of Contents

Often, these products are used side-by-side — what starts in a brainstorm in FigJam can lead to a pitch

deck in Figma Slides. We aim to make the transition between these products easy with features like AI

that can turn FigJam stickies into a Figma Slides presentation.

Visualize with Figma Design and Figma Draw

As ideas become more concrete and teams align on a path forward, they move toward visualizing these

ideas at a higher fidelity. Often, they draw mock-ups to explore directions more deeply, or build realistic

prototypes to validate designs. Figma Design is where all of this happens.

Designers at this stage want the freedom to rapidly explore concepts and express their ideas fully without

being constrained by the tools they’re using. This is why Figma Design offers a wide range of features

that make it possible to visualize ideas with high fidelity, including typography features or vector editing

capabilities that add texture and dimension to designs. In some cases, designers want to make more

detailed, finer edits to key assets in their design, like icons and product illustrations. For these users,

we’ve created Figma Draw, which is a dedicated space for vector editing within Figma Design.

Table of Contents

To facilitate rapid exploration and iteration at this stage, these tools have a strong focus on ergonomics

and efficiency. Our AI features are examples of this. By automating tedious, repetitive tasks like removing

backgrounds from images or renaming layers in the design, or filling the mock-ups with realistic content to

more closely resemble the final product that ends up in users’ hands (rather than lorem ipsum, for

example). First Draft is an AI feature that allows users to go from blank canvas to editable user interfaces

with a simple prompt.

As designs begin to solidify, designers also seek to add more structure to the design that better maps to

the constraints and requirements of a production environment. Figma Design offers a rich set of “design

systems” features in service of this: capabilities that allow teams to define flexible, reusable building

blocks that make it easy for anyone to assemble a design without ever starting from scratch. We’ve found

that teams are motivated to invest deeply in design systems, as their primary benefit is creating efficiency

and consistency at scale. Teams save time by no longer needing to constantly worry about pixel-level

details, and design systems help remove translation errors between designers and developers by sharing

the same building blocks and language across design and code.

More often than not, though, a static visualization of an idea isn’t enough to validate a direction. That’s

why users take advantage of Figma’s rich prototyping capabilities, which let users string together different

screens into a dynamic, interactive flow. These prototypes are often circulated within an organization to

socialize an idea or put in front of customers in user testing to validate a particular concept in a more

realistic way.

Table of Contents

Build with Dev Mode

Once the designs are ready, it’s time to translate them into code. Dev Mode is our dedicated space for

developers where this translation occurs, built to streamline the back and forth between design and

engineering and reduce the miscommunication that often happens during this step.

In Dev Mode, developers can inspect the designs to see key details most relevant to them, like special

annotations left by designers, documentation about the components used, or what’s changed since they

last saw the design.

Importantly, developers can choose to view these designs in the format they understand most: code. Dev

Mode generates platform-specific, ready-to-use code from the designs that developers can directly copy;

teams can also connect their design systems to their codebase via Code Connect which helps ensure the

code snippets developers see are correct, familiar, and production-ready.

Recently, we’ve also added our own Model Context Protocol (“MCP”) server to Dev Mode, which allows

developers to connect an agent in their code editor directly to designs in Figma. Developers can ask the

agent to inspect the design and use this context to convert it into working code in their codebase.

A traditional design-to-development handoff process often involves a spec or document that can quickly

get outdated as teams continue to iterate on designs. One of Dev Mode’s key value propositions is

allowing designers, developers, and even agents to work in the very same file while giving each a

different view of the work tailored to their respective needs. This helps maintain a single source of truth

that literally keeps everyone on the same page.

Table of Contents

Ship with Figma Sites, promote in Figma Buzz

The last step of any product development process is shipping the code that’s been written to production,

to get your product launched. Figma Sites represents our first offering that ships a design directly to

production, by allowing you to publish a design as a working website, with a URL of your choice, that

anyone in the world can access.

Figma Sites includes features that help make designs production-ready for the web, like breakpoints that

make websites responsive across different window sizes and devices. It also supports the ability to

augment designs with code (via a feature called code layers) to help make more powerful, dynamic

experiences, like adding special motion effects or an interactive form, that would otherwise have been

impossible to build with just a design tool. Figma Sites also includes a CMS that makes it easy for anyone

to make changes to the content on a website, like a blog post or the price of an item being sold on the

site, without worrying about breaking the underlying code or design.

Table of Contents

Once a product has been shipped to production, the last step is to actually promote it, to ensure existing

and prospective users are aware of the value of what’s launched. This is where Figma Buzz comes in —

a tool that makes it easy to create on-brand marketing collateral, like social media assets, digital ads, and

more.

Similar to Figma Slides and FigJam, Figma Buzz is designed for users of any skill level. Figma Buzz

makes it easy to take a template and edit its contents, or create assets in bulk from templates (e.g., for

multiple locales or different social media platforms). The product simplifies the collaboration between a

brand designer and a marketer. Designers are able to access the more sophisticated tools necessary to

set up a beautiful template, while marketers can make edits to the simpler view of the content without

worrying about “messing up” the design. In addition to these template capabilities, Figma Buzz has a slew

of other features that marketers may need, like AI features to edit text and images, or easy ways to

generate hundreds of assets from data in a spreadsheet.

Table of Contents

Ideate, visualize, build, and ship — all at once, with Figma Make

We believe AI is fundamentally transforming the product development process by making it possible for

anyone to quickly turn an idea into a functional prototype, or in some cases, a working product. Figma

Make is our product for this new paradigm.

Instead of going from idea to wireframe to mock-up to prototype iteratively, Figma Make lets users go

directly from prompt to working prototype, at which point they can immediately validate an idea and

choose to iterate on it, or discard it altogether. Like Figma Sites, what’s created in Figma Make —

whether it is a dynamic prototype or web app — can be published to a URL for anyone to use.

While it’s possible for AI to get to working software with a simple prompt, we believe that the most

important differentiator is craft — ensuring that the product looks, feels, and works “just right.” We’ve

designed Figma Make to offer fast and powerful ways to iterate and refine its output. Users are free to

use the best way to improve the design of their product, whether via further prompting, editing code

directly, or visual manipulation. They are also able to easily reference their designs in Figma Design (via

copy-paste or importing) to ensure the output feels consistent and familiar, taking heavy inspiration from

existing styles and patterns.

With Figma Make, we believe even more people will be able to create functional, dynamic prototypes and

software, as it lowers the floor to let absolutely anyone transform their idea into something that works. At

the same time, it raises the ceiling of what’s possible by giving people access to capabilities that weren’t

possible in their current tools, whether that’s allowing designers to tap into the power and expressiveness

of code, or allowing developers to enjoy the freedom and speed of visual manipulation.

The benefits of combining rapid prototyping with a highly performant and sophisticated design tool give

users the best of both worlds: the ability to move quickly while having access to the tools needed to refine

the design.

Table of Contents

An integrated design and product development platform

These products come together to serve more parts of the software development lifecycle and truly push

something from an idea all the way to a final product. With these products, Figma has become a design

and product development platform that houses everything from the initial brainstorm to the pitch deck to

the design spec to the final implementation.

Underlying each of our products is the same DNA that makes them uniquely Figma. Each of these

products is built from the ground up with multiplayer in mind — built for the browser with the power of

WebGL to allow our users to engage in real-time collaboration and seamless sharing as team members

work simultaneously in the same document. Each of these products is supercharged with AI capabilities

— ranging from automating rote tasks (like summarizing brainstorms, wiring up prototypes, enhancing

images, or filling mock content) to unlocking new superpowers (like dreaming up brand new designs from

a singular prompt). Each of these products allows for seamless interoperability — making it possible to

allow content to move fluidly between products and modes, or for different personas to have views of the

same content that are tailored to their needs and roles. And all of them are built with extensibility in mind

— allowing our users to leverage our APIs and plugin architecture to customize their experience to their

specific needs, like connecting designs to their own tools, databases, and codebases.

As we’ve built out these new tools, we’ve simultaneously invested in our platform infrastructure, giving us

the ability to incubate, test, and launch new products more easily. While our primary focus will remain on

product teams building software, we believe we have the ingredients needed to explore adjacencies over

time.

Table of Contents

Our Community

We exist to serve anyone designing and building products and digital experiences. Customers of all sizes,

spanning industries and geographies, bring their work to life in Figma.

We have focused on creating deep ties with our users and customers since day one. In Figma’s early

days, this meant our founders making house-calls to customers’ offices to troubleshoot a product issue; or

traveling to Nigeria to visit a growing group of Figma users. Our deep community focus has helped fuel

the creation of more than 200 Friends of Figma chapters across the world — from Lagos to Los Angeles

— that organized over 650 events in 2024. Together, they share and collaborate on work, either in person

or virtually on Figma’s Community resources platform. Many spend hours a day in our products as part of

their day jobs and side hustles. Some even get Figma tattoos.

We engage with our community through in-person and virtual touchpoints. Config — our annual

conference that started in 2020 — brings thousands of designers, developers, and product teams to San

Francisco to meet, learn, and get inspired. Our always-on programming, like product livestreams,

community meetups, and our leadership collective events, engage a broad range of customers from

students to executive leaders. And our lively product forums, social channels, and hundreds of Friends of

Figma chapters around the world create active dialogue around our products and provide a peer network

for support.

We know how unique it is for a software company to have such a strong and passionate community

championing its products. This vast, growing, and global community has a deep shared identity as

designers and product builders. Their voices are essential to our own product development process,

pushing the bounds of our existing products and inspiring us to make new ones.

Table of Contents

We believe building for and with our users drives revenue and long-term loyalty. The close ties we have

developed with our community since day one have opened lines of communication ingrained in how we

work, helping us respond quickly to customer feedback and innovate for customer needs.

Our Culture

The Figma team (we call ourselves Figmates) is a group of builders, makers, and tinkerers with deep

connections to our users and a passion for building and shipping. We are able to attract incredible talent

because we have the opportunity to shape how teams around the world design and build products.

We feed this maker spirit in many ways including an annual company-wide Maker Week — a full week we

set aside for Figmates to pitch, develop, and execute on new ideas or projects with one another. The only

requirement is that the ideas benefit Figma in some way. A number of products, features, and projects

were born during Maker Week such as Figma Slides, multi-edit, several FigJam features, and our

extensibility API. As these examples show, great ideas can come from anywhere, and any Figmate can

drive impact, regardless of their level or tenure. We find this way of working makes our culture unique and

helps us attract and retain employees with builder DNA.

We drive Figma’s culture by embedding our five cultural values into how we work day to day. These

values serve as an operating system for decision-making and organizational behavior. We chose them to

be in tension with one another and their relative importance varies at different times. Taken together, they

paint a clear picture of what we value and why.

1.Build Community: We’re multiplayer people, and we love the weird, wonderful magic that

happens when humans connect. We bring people together so they can bring new ideas to life.

Table of Contents

2.Love Your Craft: We build for builders, and try to make complex things feel simple. In our

products and process, we invest in the details few people see, but everyone feels.

3.Run With It: When you see something that needs doing, do it. When you have a great idea, run

with it. Tackle big, scary, exciting challenges like Figma’s future depends on it. Because it does.

4.Grow As You Go: Everyone’s a work-in-progress, and we’re here to help each other grow. So

along with ❤ and , we share the direct feedback we all need to become great at what we do.

5.Play: Playing is learning. We embrace spontaneous, unstructured exploration — because that’s

where we find our best ideas.

Lastly, in line with our Grow As You Go value, listening to feedback across every touchpoint with users

and customers is deeply embedded in our culture and how we work.

Our Business Model

Our subscription model is designed to meet the diverse and evolving needs of our growing community

and customer base. Access to Figma is sold as an annual or monthly subscription, per seat. Everyone

from independent freelancers to entire product teams at Fortune 500 companies design and build

products and digital experiences in Figma. We offer different seats and plans tailored to the specific

security, product, and administrative needs of different users, organizations, and industries.

To meet our users where they are, we offer a variety of ways to try, use, and purchase Figma.

•We have an automated and highly efficient self-service option, available through Figma.com. To

support our self-serve offering, our marketing team utilizes organic and paid channels to drive

awareness and usage of all of our products.

•We have a direct sales process through which we partner with customers to set up new accounts,

upgrade customers across plans, and expand existing accounts.

Plans

Our plans range from a more limited free offering to more advanced plans built in partnership with our

customers that meet the specific needs of the larger organizations using our platform.

•Our Starter plan is free and is designed for working on personal projects. It provides an easy

way for new users to try our design and collaboration tools.

•Our Professional plan is designed for individuals and small teams. It provides access to

unlimited files and projects, as well as design libraries for a single team.

•Our Organization plan is designed for businesses with multiple teams. The functionality on this

plan allows everyone to collaborate in one Figma workspace while keeping everything safe and

secure with centralized admin and security features.

•Our Enterprise plan is designed for businesses managing multiple products or brands. This plan

provides custom team workspaces, automated design system management, and enterprise-level

controls and compliance.

(6) The Content seat was announced in May 2025 and is not yet available. Figma Sites CMS is currently in beta and seat access

may change once it becomes generally available.

(7) Figma Make, Figma Buzz, Figma Draw, and Figma Sites are currently in beta. Seat access with respect to these products may

change once they become generally available.

Table of Contents

Seats

Rather than a one-size-fits all approach, we offer different seats tailored to specific user needs and

workflows. At the same time, we also see roles continuing to blur as the product-development process

keeps evolving.

•The Viewer seat allows users to view files and leave comments for free.

•The Collab seat gives access to FigJam and Figma Slides.

•The Content seat gives access to Figma Buzz, Figma Sites CMS, FigJam, and Figma Slides.6

•The Dev seat gives access to Dev Mode, in addition to Figma Buzz, Figma Sites CMS, FigJam,

and Figma Slides.

•The Full seat gives access to all of Figma Design, Figma Draw, Figma Make, Dev Mode, Figma

Buzz, Figma Sites, FigJam, and Figma Slides.7

Over time, we expect to introduce products and services that may be billed differently than on a per seat

basis, such as an add-on or pricing with limits on feature usage. We believe these additional options can

provide users with flexibility in how they use and pay for products and features. We also expect that this

type of billing may be less predictable than subscription-based revenue.

Table of Contents

Our Go-To-Market Motion

The combination of Figma’s reputation as a product design leader, the product virality inherent to Figma’s

collaborative and browser-based platform, and our integrated marketing efforts have successfully driven

awareness and adoption. Over time, many of our users grow with us into larger, managed accounts that

often include more seats and more products for users within their organizations. During each of the year

ended December 31, 2024 and the three months ended March 31, 2025, approximately 70% of new

Organization and Enterprise plan customers included at least one user who was previously a member of

a Professional plan.

The value Figma’s products have created for our community has helped us earn their trust and support.

It’s not uncommon for Figma users, particularly those who are active members of our community, to

champion the collaborative, design-led way of working that Figma offers to their teams.

While our product-led, bottoms-up adoption contributes to our growth, our direct sales motion helps us

serve larger customers. Our global sales and marketing teams work hand-in-hand with Figma’s

expanding network of customer champions to scale our products within organizations and increase

adoption across plans. In addition to word-of-mouth, our marketing efforts include a variety of digital and

in-person channels that bring new users to our platform. We support new users in the discovery phase by

sharing content across channels like livestreams, YouTube, social media, in-product, and by email. These

resources help new users explore and understand the capabilities of our products.

Our integrated sales motion is collaborative by design, bringing both customer champions and Figmates

with deep product expertise into the conversation. Our sales team works closely with solutions

consultants, who understand how Figma’s products map to specific customer needs, and designer and

developer advocates with deep technical understanding of our products and close ties to the communities

we serve. While approximately 70% of our revenue for each of the year ended December 31, 2024 and

Table of Contents

the three months ended March 31, 2025, came from customers on Organization and Enterprise plans, we

continue to build features and products designed to create value for all of our customers.

We believe exceptional customer support is core to a great product experience. This is why we have built

a global support function that provides customer assistance in multiple languages for all paid users. We

encourage all Figmates, including our executive team, to speak with customers and understand their

feedback, whether it’s in person or online. You’ll often see leaders across the company dive into and work

to actively resolve customer issues raised in support forums or on social platforms. Our customer support

associates also use the latest in AI to solve customer needs quickly and efficiently.

Figma’s partner ecosystem, which includes product integrations and distribution partnerships, drives

further retention and adoption of our platform. Through collaborations with companies like Microsoft,

Atlassian, Zoom, Notion, and Linear, and integrations with tools like GitHub, Visual Studio Code, and

Storybook, users are connected to Figma from within their existing workflows. These partnerships

generate awareness and cultivate lasting engagement. Certified service partners around the globe also

provide training, enablement, and specific project support for customers. Additionally, Apple, Google

Material Design, and other organizations make their design resources available natively through Figma’s

user interfaces to facilitate users designing and developing for their respective platforms.

From the beginning, Figma’s Professional plan has been free for educators and students through our

Figma for Education program. This includes higher education institutions, bootcamps, and workshops. We

also make Figma’s Organization plan available for free for K-12 students and educators to help develop

the next generation of product builders.

Table of Contents

Growth Strategy

We have focused on building a company for the long-term since day one. We will keep investing in our

platform across our key growth levers.

•Maintaining our rapid and proven pace of product innovation.

•Converting new and existing users into Paid Customers.

•Growing within current customers.

•Extending our platform.

•Expanding our international footprint.

•Making strategic acquisitions and investments.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties of which you should be aware before making

a decision to invest in our Class A common stock. These risks are more fully described in the section

titled “Risk Factors” immediately following this prospectus summary. These risks, among others, include

the following:

•We have experienced rapid growth which may not be indicative of our future growth, and if we do

not effectively manage our future growth, our business, operating results, financial condition, and

future prospects may be adversely affected. Our rapid growth also makes it difficult to evaluate

future prospects.

•Our operating results may fluctuate significantly, which could make our future results difficult to

predict and could cause our operating results to fall below expectations.

•We have a limited operating history at our current scale, which makes it difficult to evaluate our

current business and future prospects and increases the risks associated with your investment.

•Changes in our pricing, packaging, or billing models could adversely affect our business,

operating results, financial condition, and future prospects.

•If we are unable to attract new customers or retain and increase adoption of our products and

services by existing customers, we may not achieve the growth we expect, which would

adversely affect our business, operating results, financial condition, and future prospects.

•If we are not able to effectively introduce enhancements to our platform, including new offerings,

features, and functionality, that achieve widespread market adoption, or keep pace with

technological developments, our business, operating results, and financial condition could be

adversely affected.

•Competitive developments in AI and our inability to effectively respond to such developments

could adversely affect our business, operating results, and financial condition.

•We face intense competition and could lose market share to our competitors, which would

adversely affect our business, operating results, financial condition, and future prospects.

Table of Contents

•Our product and investment decisions may negatively impact our short-term financial results and

may not produce the long-term benefits that we expect.

•The markets for our products and services are relatively new and unproven and may not grow,

which would adversely affect our business, operating results, financial condition, and future

prospects.

•Our business is subject to complex and evolving U.S. and foreign laws, regulations, and industry

standards, many of which are subject to change and uncertain interpretations, which uncertainty

could harm our business, operating results, and financial condition.

•The multi-class structure of our common stock has the effect of concentrating voting power with

Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President, which will

limit your ability to influence the outcome of important transactions, including a change in control.

If we are unable to adequately address these or the other risks we face, our business, operating results,

financial condition, and future prospects could be adversely affected.

Channels for Disclosure of Information

Following the effectiveness of the registration statement of which this prospectus forms a part, we intend

to announce material information to the public through filings with the SEC, the investor relations page on

our website (www.figma.com), our blog (www.figma.com/blog), our newsroom (www.figma.com/

newsroom), press releases, public conference calls, public webcasts, our social media accounts on X,

LinkedIn, Instagram, Bluesky, Threads, and TikTok as well as Dylan Field’s X account (@zoink) and

LinkedIn profile. The information contained on, or that can be accessed through, these channels is not a

part of this prospectus.

The information disclosed in the foregoing channels could be deemed to be material information. As such,

we encourage investors, the media, and others to follow the channels listed above and to review the

information disclosed through such channels. Any updates to the list of disclosure channels through

which we will announce information will be posted on the investor relations page on our website.

Corporate Information

We were incorporated in the State of Delaware in October 2012. Our principal executive offices are

located at 760 Market Street, Floor 10, San Francisco, California 94102. Our telephone number is (415)

890-5404. Our website address is www.figma.com. The information contained on, or that can be

accessed through, our website is not a part of this prospectus. Investors should not rely on any such

information in deciding whether to purchase shares of our Class A common stock.

Figma, the Figma logo, and other registered or common law trade names, trademarks, or service marks

of Figma appearing in this prospectus are the property of Figma, Inc. This prospectus contains additional

trade names, trademarks, logos, and service marks of ours and of other companies. We do not intend our

use or display of other companies’ trade names, trademarks, logos, or service marks to imply a

relationship with these other companies, or endorsement or sponsorship of us by these other companies.

Other trademarks appearing in this prospectus are the property of their respective holders. Solely for

convenience, our trade names, trademarks, logos, and service marks referred to in this prospectus may

appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that

Table of Contents

we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable

licensor, to these trademarks, trade names, logos, and service marks.

JOBS Act

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an

“emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”).

An emerging growth company may take advantage of reduced reporting requirements that are otherwise

applicable generally to public companies. These provisions include, but are not limited to:

•not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

•reduced obligations with respect to financial data, including presenting only two years of audited

financial statements;

•reduced disclosure obligations regarding executive compensation in our periodic reports, proxy

statements, and registration statements; and

•exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth

anniversary of the date of the first sale of our Class A common stock in this offering. However, we will

cease to be an emerging growth company prior to the end of such five-year period if (i) we become a

“large accelerated filer,” with at least $700 million of common equity securities held by non-

affiliates; (ii) our annual gross revenue exceeds $1.235 billion; or (iii) we issue more than $1.0 billion

of non-convertible debt in any three-year period, whichever occurs first.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration

statement of which this prospectus is a part and may elect to take advantage of other reduced reporting

requirements in future filings. As a result, the information that we provide to our stockholders may be

different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of an

extended transition period for complying with new or revised accounting standards. This provision allows

an emerging growth company to delay the adoption of some accounting standards until those standards

would otherwise apply to private companies. We have elected to use this extended transition period to

enable us to comply with certain new or revised accounting standards that have different effective dates

for public and private companies until the earlier of the date we (i) are no longer an emerging growth

company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the

JOBS Act. As a result, our financial statements may not be comparable to companies that comply with

new or revised accounting pronouncements as of public company effective dates. It is possible that some

investors will find our Class A common stock less attractive as a result, which may result in a less active

trading market for our Class A common stock and higher volatility in our stock price.

Table of Contents

The Offering


Class A common stock offered by us .......		shares.

Class A common stock offered by the selling stockholders .................................		shares.

Underwriters’ over-allotment option to purchase shares of Class A common stock ...........................................................		The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our Class A common stock from us to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions.

Class A common stock to be outstanding after this offering ................		shares (or shares if the underwriters exercise their over-allotment option in full).

Class B common stock to be outstanding after this offering ................		shares.

Class C common stock to be outstanding after this offering ................		None.

Total Class A, Class B, and Class C common stock to be outstanding after this offering ...............................................		shares (or shares if the underwriters exercise their over-allotment option in full).

Table of Contents


Use of proceeds ..........................................		We estimate that the net proceeds from the sale of shares of our Class A common stock in this offering will be approximately $ (or approximately $ if the underwriters exercise their over-allotment option in full), based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses. The principal purposes of this offering are to create a public market for our Class A common stock, increase our visibility in the marketplace, increase our capitalization and financial flexibility, and facilitate an orderly distribution of shares for the selling stockholders. We intend to use a portion of the net proceeds from this offering to repay $ million of outstanding indebtedness under the Revolving Credit Facility (as defined below), which we intend to borrow in order to pay our anticipated tax withholding and remittance obligations related to the RSU Net Settlement (as defined below). We intend to use the remaining net proceeds from this offering for working capital and other general corporate purposes, which may include product development, general and administrative matters, and capital expenditures. We may also use a portion of the remaining net proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any material acquisitions or investments at this time. See the section titled “Use of Proceeds” for additional information. We will not receive any proceeds from the sale of our Class A common stock in this offering by the selling stockholders.

Table of Contents


Conflicts of Interest .....................................		Because an affiliate of each of Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman Sachs & Co. LLC (“Goldman Sachs”), J.P. Morgan Securities LLC (“J.P. Morgan”), BofA Securities, Inc. (“BofA Securities”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), and RBC Capital Markets, LLC (“RBC Capital Markets”) is a lender under the Revolving Credit Facility and will receive 5% or more of the net proceeds of this offering due to the repayment of borrowings under the Revolving Credit Facility, Morgan Stanley, Goldman Sachs, J.P. Morgan, BofA Securities, Wells Fargo Securities, and RBC Capital Markets, each an underwriter in this offering, is deemed to have a “conflict of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this offering will be conducted in compliance with the requirements of Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, as amended (the “Securities Act”), specifically including those inherent in Section 11 thereof. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. See the sections titled “Use of Proceeds” and “Underwriters (Conflicts of Interest)” for additional information.

Table of Contents


Voting rights ................................................		We have three series of common stock: Class A common stock, Class B common stock, and Class C common stock. Shares of our Class A common stock are entitled to one vote per share. Shares of our Class B common stock are entitled to 15 votes per share. Shares of our Class C common stock have no voting rights, except as otherwise required by law. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our restated certificate of incorporation that will become effective immediately prior to the completion of this offering. Each share of Class B common stock will be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the Final Conversion Date (as defined below). Immediately following the completion of this offering, and assuming no exercise of the underwriters’ over-allotment option, Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President will hold or have the ability to control approximately % of the voting power of our outstanding capital stock, including % of the voting power pursuant to the Wallace Proxy. As a result, following this offering, Mr. Field will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. These risks are more fully described in the section titled “Risk Factors.” See the sections titled “Principal and Selling Stockholders” and “Description of Capital Stock” for additional information.

Risk factors ...................................................		See the section titled “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our Class A common stock.

Proposed NYSE trading symbol ...............		“FIG”

Dividend policy .............................................		We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend, among other things, on our financial condition, operating results, capital requirements, general business conditions, restrictions in our debt instruments, and other factors that our Board of Directors may deem relevant. See the section titled “Dividend Policy” for additional information.

The number of shares of our Class A common stock, Class B common stock, and Class C common stock

that will be outstanding after this offering is based on shares of our Class A common stock

outstanding, shares of our Class B common stock outstanding, and no shares of our Class C

common stock outstanding as of March 31, 2025 (after giving effect to the Capital Stock Conversion, the

Table of Contents

Class B Conversion, the Option Exercise, and the RSU Net Settlement (each as defined below)), and

excludes:

•23,057,048 shares of our Class A common stock issuable upon the exercise of stock options to

purchase shares of our Class A common stock outstanding as of March 31, 2025 under our 2012

Equity Incentive Plan (as amended and restated as of the date hereof, the “2012 Plan”), with a

weighted-average exercise price of $9.77 per share;

•46,166,511 shares of our Class A common stock issuable upon the vesting and settlement of

restricted stock units (“RSUs”) outstanding as of March 31, 2025 under the 2012 Plan for which

the service-based vesting condition was not satisfied as of March 31, 2025 and for which we

expect the performance-based vesting condition will be satisfied in connection with this offering

(we expect that the satisfaction of the service-based vesting condition of certain of these RSUs

through , 2025, the expected date of this offering, will result in the net issuance of

shares of our Class A common stock in connection with this offering, after withholding an

aggregate of shares of Class A common stock to satisfy the associated estimated tax

withholding and remittance obligations (based on the assumed initial public offering price of

$ per share, which is the midpoint of the offering price range set forth on the cover page of

this prospectus, and an assumed % tax withholding rate));

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs

granted after March 31, 2025 under the 2012 Plan;

•15,750,000 shares of our Class B common stock issuable upon the vesting and settlement of

RSUs outstanding as of March 31, 2025 under the 2021 Executive Equity Incentive Plan (the

“2021 Plan”) for which the service-based vesting condition and/or market-based vesting condition,

if applicable, were not satisfied as of March 31, 2025 and for which we expect the performance-

based vesting condition will be satisfied in connection with this offering (we expect that the

satisfaction of the service-based vesting condition of certain of these RSUs through , 2025,

the expected date of this offering, will result in the net issuance of shares of our Class B

common stock in connection with this offering, after withholding an aggregate of shares of

Class B common stock to satisfy the associated estimated tax withholding and remittance

obligations (based on the assumed initial public offering price of $ per share, which is the

midpoint of the offering price range set forth on the cover page of this prospectus, and an

assumed % tax withholding rate));

•28,960,338 shares of our Class B common stock issuable upon the vesting and settlement of

RSUs granted on June 30, 2025 under the 2021 Plan for which the service-based vesting

conditions and/or stock price-based vesting conditions, as applicable, are not anticipated to be

satisfied at the expected date of this offering;

•260,580 shares of our Class A common stock issuable upon the exercise of a warrant to

purchase shares of our Class A common stock outstanding as of March 31, 2025, with an

exercise price of $0.08 per share;

•699,705 shares of our Class A common stock issued after March 31, 2025 in connection with the

acquisition of a technology company that is a self-hosted headless content management system

and application framework; and

•85,053,649 shares of our common stock reserved for future issuance under our equity

compensation plans, consisting of (i) 14,451,482 shares of our Class A common stock available

for future issuance under our 2012 Plan as of March 31, 2025 (which amount does not reflect

RSUs settleable for shares of our Class A common stock granted after March 31, 2025), (ii)

1,002,167 shares of our Class B common stock available for future issuance under our 2021 Plan

Table of Contents

as of March 31, 2025 (which amount is prior to an increase of 28,960,338 shares of our Class B

common stock reserved for future issuance under the 2021 Plan after March 31, 2025 and does

not reflect RSUs settleable for shares of our Class B common stock granted after March 31,

2025), (iii) 58,000,000 shares of our Class A common stock available for future issuance under

our 2025 Equity Incentive Plan (the “2025 Plan”), which will become effective on the date

immediately prior to the date of this prospectus, and (iv) 11,600,000 shares of our Class A

common stock reserved for issuance under our 2025 Employee Stock Purchase Plan (the “2025

ESPP”), which will become effective on the date of this prospectus.

On the date of this prospectus, any reserved shares of our Class A common stock available for issuance

under our 2012 Plan and shares of Class B common stock available for issuance under our 2021 Plan will

be added to the shares of our Class A common stock reserved for issuance under our 2025 Plan (and will

solely be available for grant as shares of Class A common stock), and we will cease granting awards

under our 2012 Plan and our 2021 Plan. Our 2025 Plan and 2025 ESPP also provide for automatic

annual increases in the number of shares reserved thereunder. See the section titled “Executive

Compensation—Stock Plans” for additional information.

Unless otherwise noted, the information in this prospectus reflects and assumes the following:

•the automatic conversion of an aggregate of 245,999,103 shares of our convertible preferred

stock outstanding as of March 31, 2025 on a one-for-one basis into shares of Class A common

stock in connection with the closing of this offering pursuant to the terms of our restated certificate

of incorporation, as amended and currently in effect (the “Capital Stock Conversion”);

•the conversion of shares of our Class B common stock into shares of our Class A

common stock by certain holders of our Class B common stock in connection with the sale of

shares of our Class A common stock by certain selling stockholders in this offering as described

in the section titled “Principal and Selling Stockholders” (the “Class B Conversion”);

•the net issuance of shares of our Class A common stock in connection with the vesting

and settlement of RSUs outstanding as of March 31, 2025 subject to a service-based vesting

condition for which (i) the service-based vesting condition was satisfied as of March 31, 2025 and

(ii) we expect the performance-based vesting condition will be satisfied upon the effectiveness of

the registration statement of which this prospectus forms a part (the “Class A IPO Vesting

RSUs”), after giving effect to the withholding of shares of our Class A common

stock to satisfy the associated estimated tax withholding and remittance obligations (based on the

assumed initial public offering price of $ per share, which is the midpoint of the offering

price range set forth on the cover page of this prospectus, and an assumed % tax

withholding rate) (the “Class A RSU Net Settlement”);

•the net issuance of shares of our Class B common stock in connection with the vesting

and settlement of RSUs outstanding as of March 31, 2025 subject to a service-based vesting

condition and market-based vesting condition for which (i) the service-based vesting condition

was satisfied as of March 31, 2025 and (ii) we expect the performance-based vesting condition

will be satisfied upon the effectiveness of the registration statement of which this prospectus

forms a part (the “Class B IPO Vesting RSUs” and, together with the Class A IPO Vesting RSUs,

the “IPO Vesting RSUs”), after giving effect to the withholding of shares of our

Class B common stock to satisfy the associated estimated tax withholding and remittance

obligations (based on the assumed initial public offering price of $ per share, which is the

midpoint of the offering price range set forth on the cover page of this prospectus, and an

assumed % tax withholding rate) (the “Class B RSU Net Settlement” and, together with

the Class A RSU Net Settlement, the “RSU Net Settlement”);

Table of Contents

•the cash exercise of stock options to purchase 811,896 shares of our Class B common stock by

Dylan Field, with an exercise price of $23.19 per share, for total gross proceeds to us of

approximately $18.8 million (the “Option Exercise”);

•the filing and effectiveness of our restated certificate of incorporation and the effectiveness of our

restated bylaws, each of which will occur immediately prior to the completion of this offering;

•no exercise of outstanding stock options or warrants or settlement of outstanding RSUs

subsequent to March 31, 2025, except for the Option Exercise and the RSU Net Settlement; and

•no exercise by the underwriters of their over-allotment option to purchase additional

shares of our Class A common stock in this offering.

The assumed % tax withholding rate used in this prospectus is an assumed blended withholding

rate for the IPO Vesting RSUs that are subject to withholding in the RSU Net Settlement. The estimates in

this prospectus relating to the RSU Net Settlement and related share withholding may differ from actual

results due to, among other things, the actual initial public offering price and other terms of this offering

determined at pricing, actual forfeitures through the date of this prospectus, and actual tax withholding

rates.

Table of Contents

Summary Consolidated Financial

and Other Data

The following tables summarize our consolidated financial and other data as of the dates and for the

periods indicated. We derived our summary consolidated statements of operations data for the years

ended December 31, 2023 and 2024 (except for pro forma basic and diluted net income per share

attributable to common stockholders and weighted-average shares used in computing pro forma basic

and diluted net income per share attributable to common stockholders), from our audited consolidated

financial statements included elsewhere in this prospectus. The summary consolidated statements of

operations data for the three months ended March 31, 2024 and 2025 (except for pro forma basic and

diluted net income per share attributable to common stockholders and weighted-average shares used in

computing pro forma basic and diluted net income per share attributable to common stockholders) and

summary consolidated balance sheet data as of March 31, 2025 have been derived from our unaudited

interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim

consolidated financial statements have been prepared on the same basis as our audited consolidated

financial statements and, in the opinion of management, reflect all adjustments that are necessary for the

fair statement of such data. Our historical results are not necessarily indicative of the results to be

expected in the future and our interim results are not necessarily indicative of results to be expected for

the full year or any other period.

You should read the following summary consolidated financial and other data in conjunction with the

section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

and our consolidated financial statements, the accompanying notes, and other financial information

included elsewhere in this prospectus. The summary consolidated financial and other data in this section

are not intended to replace our consolidated financial statements and the related notes and are qualified

in their entirety by our consolidated financial statements and the related notes included elsewhere in this

prospectus.

Table of Contents


	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue .............................................................	$504,874	$749,011	$156,229	$228,199
Cost of revenue(1) ........................................	44,500	87,514	12,790	19,452
Gross profit ........................................................	460,374	661,497	143,439	208,747
Operating expenses(1)
Research and development .......................	164,774	751,120	52,711	69,925
Sales and marketing ...................................	201,377	472,076	55,334	68,840
General and administrative ........................	167,679	315,734	22,873	30,233
Total operating expenses ................................	533,830	1,538,930	130,918	168,998
Income (loss) from operations ........................	(73,456)	(877,433)	12,521	39,749
Other income, net .............................................	1,019,375	84,362	17,185	7,274
Income (loss) before income taxes ...............	945,919	(793,071)	29,706	47,023
Provision for (benefit from) income taxes .....	208,078	(60,951)	16,181	2,141
Net income (loss) .............................................	$737,841	$(732,120)	$13,525	$44,882
Less: net income attributable to participating securities .................................	(451,982)	—	(13,525)	(36,271)
Net income (loss) attributable to common stockholders ...................................................	$285,859	$(732,120)	$—	$8,611
Net income (loss) per share, basic and diluted:
Net income (loss) per share, basic(2) .............	$1.70	$(3.74)	$—	$0.04
Net income (loss) per share, diluted(2) ..........	$1.62	$(3.74)	$—	$0.04
Weighted-average shares outstanding used in computing net income (loss) per share attributable to common stockholders, basic .......................................	168,399	195,612	170,625	214,883
Weighted-average shares outstanding used in computing net income (loss) per share attributable to common stockholders, diluted .....................................	187,207	195,612	170,625	231,076

__________________

(1)Includes stock-based compensation expense as follows:


	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands)
Cost of revenue .........................................	$37	$27,893	$1	$—
Research and development ....................	1,890	511,259	543	197
Sales and marketing .................................	253	206,830	11	—
General and administrative ......................	523	201,571	52	—

(2)See Note 11 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculation

of our basic and diluted net income (loss) attributable to common stockholders.

The following table sets forth the computation of unaudited pro forma net loss per share, basic and

diluted, for the period presented. Pro forma net loss per share, basic and diluted, for the year ended

Table of Contents

December 31, 2024 and the three months ended March 31, 2025, gives effect to the Capital Stock

Conversion, the Option Exercise, and the RSU Net Settlement, as if each had occurred as of the

beginning of the period.


	Year Ended December 31, 2024	Three Months Ended March 31, 2025
	(In thousands, except per share data)	(In thousands, except per share data)
Numerator:
Net income (loss) attributable to common stockholders ..............................	$(732,120)	$8,611
Pro forma adjustment to record stock-based compensation expense related to RSUs for which the service-based and performance- based vesting conditions are expected to be satisfied in connection with this offering ...................................................................
Pro forma net loss attributable to common stockholders .............................	$	$
Denominator:
Weighted-average shares outstanding used in computing net income (loss) per share attributable to common stockholders, basic and diluted .............................................................................................................
Pro forma adjustment to reflect the Capital Stock Conversion ..............
Pro forma adjustment to reflect the Option Exercise ...............................
Pro forma adjustment to reflect the RSU Net Settlement .......................
Weighted-average shares outstanding used in computing pro forma net loss per share attributable to common stockholders, basic and diluted .........................................................................................................
Pro forma net loss per share, basic and diluted ............................................	$	$


	As of March 31, 2025
	Actual	Pro Forma(1)	Pro Forma As Adjusted(2)(3)
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents, and marketable securities ...............	$1,541,805	$	$
Working capital(4) .........................................................................	1,230,092
Total assets ..................................................................................	1,914,755
Deferred revenue .........................................................................	406,636
Total debt ......................................................................................	—
Total liabilities ...............................................................................	544,391
Convertible preferred stock ........................................................	329,441
Additional paid-in capital .............................................................	1,186,815
Accumulated deficit .....................................................................	(148,028)
Total stockholders’ equity ...........................................................	1,370,364

____________________

(1)The pro forma column above reflects (i) the Capital Stock Conversion, (ii) the Class B Conversion, (iii) the Option Exercise and

the receipt by us of gross proceeds of approximately $18.8 million in connection with the Option Exercise; (iv) the filing and

effectiveness of our restated certificate of incorporation that will become effective immediately prior to the completion of this

offering, (v) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation of $

million associated with the RSU Net Settlement, (vi) the net issuance of shares of Class A common stock in connection

Table of Contents

with the RSU Net Settlement, after withholding shares to satisfy estimated tax withholding obligations of $ million

(based on the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth

on the cover page of this prospectus, and an assumed % tax withholding rate), (vii) the net issuance of shares of

Class B common stock in connection with the RSU Net Settlement, after withholding shares to satisfy estimated tax

withholding and remittance obligations of $ million (based on the assumed initial public offering price of $ per

share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and an assumed %

tax withholding rate), (viii) the borrowing of an aggregate of $ million under the Revolving Credit Facility to pay the

estimated tax withholding and remittance obligations in connection with the RSU Net Settlement prior to the closing of this

offering, and (ix) the related $ million net increase in total debt and total liabilities and the corresponding

$ million decrease in additional paid-in capital resulting from (A) the RSU Net Settlement and related tax withholding and

remittance obligations and (B) the subsequent use of proceeds from the Revolving Credit Facility to repay such tax withholding

and remittance obligations prior to the closing of this offering.

(2)The pro forma as adjusted column above gives effect to (i) the pro forma adjustments set forth in footnote (1) above, (ii) the

sale and issuance of shares of our Class A common stock in this offering at an assumed initial public offering price of

$ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting

estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the application of

approximately $ million of the net proceeds from this offering to repay the outstanding indebtedness under the Revolving

Credit Facility.

(3)Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the

offering price range set forth on the cover page of this prospectus, would increase (decrease) the amount of our pro forma as

adjusted cash, cash equivalents, and marketable securities, working capital, total assets, additional paid-in capital, and total

stockholders’ equity by $ million, assuming that the number of shares of our Class A common stock offered by us, as set

forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and

commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares in the number of

shares offered by us would increase (decrease) the amount of our pro forma as adjusted cash, cash equivalents, and

marketable securities, working capital, total assets, additional paid-in capital, and total stockholders’ equity by $ million,

assuming the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth

on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and

commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the assumed initial public

offering price per share of $ , which is the midpoint of the offering price range set forth on the cover page of this

prospectus, would increase (decrease) the amount of estimated tax withholding and remittance obligations related to the RSU

Net Settlement by $ million. In addition, each 1.0% increase (decrease) in the assumed tax withholding rates would

increase (decrease) the amount of estimated tax withholding and remittance obligations related to the RSU Net Settlement by

$ million. Pro forma adjustments in the footnotes above and the related information in the balance sheet data are

illustrative only and may differ from actual amounts based on, among other things, the actual initial public offering price and

other terms of this offering determined at pricing, the actual tax withholding rates, as well as the actual amount of RSUs settled

in connection with this offering.

(4)Working capital is defined as current assets less current liabilities. Refer to the consolidated financial statements included

elsewhere in this prospectus for additional information regarding our current assets and current liabilities.

Key Business Metrics and Non-GAAP

Financial Measures

We review a number of operating and financial metrics, including the following key business metrics and

non-GAAP financial measures, to evaluate and manage our business, measure our performance, identify

trends affecting our business, formulate business plans, and make strategic decisions. See the sections

titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key

Business Metrics” for additional information regarding our key business metrics and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial

Measures” for additional information and reconciliations of our non-GAAP financial measures to the most

directly comparable financial measures prepared in accordance with GAAP.

Table of Contents

Key Business Metrics


	As of December 31,		As of March 31,
	2023	2024	2024	2025
Paid Customers with more than $10,000 in ARR .................................................................	7,233	10,517	8,007	11,107
Paid Customers with more than $100,000 in ARR ............................................................	630	963	701	1,031
Net Dollar Retention Rate ...............................	122%	134%	125%	132%

Non-GAAP Financial Measures


	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands, except percentages)
Income (loss) from operations ........................	$(73,456)	$(877,433)	$12,521	$39,749
Non-GAAP operating income .........................	$27,128	$127,218	$18,067	$40,032
Operating margin ..............................................	(15)%	(117)%	8%	17%
Non-GAAP operating margin ..........................	5%	17%	12%	18%
Net cash provided by (used in) operating activities ..........................................................	$1,047,334	$(61,717)	$(18,139)	$97,177
Net cash provided by (used in) investing activities ..........................................................	$(57,336)	$(784,257)	$(336,630)	$41,251
Net cash provided by financing activities .....	$—	$62,450	$40	$339
Free Cash Flow ................................................	$1,040,967	$(68,218)	$(19,650)	$94,582
Adjusted Free Cash Flow ................................	$91,809	$181,261	$48,472	$94,582
Operating Cash Flow Margin .........................	207.4%	(8.2)%	(11.6)%	42.6%
Adjusted Free Cash Flow Margin ..................	18.2%	24.2%	31.0%	41.4%

Table of Contents

Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the

risks and uncertainties described below, together with all of the other information in this prospectus,

before making a decision to invest in our Class A common stock. The risks and uncertainties described

below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that

we deem immaterial may also become important factors that adversely affect our business. If any of the

following risks occur, our business, operating results, financial condition, and future prospects could be

materially and adversely affected. In that event, the market price of our Class A common stock could

decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have experienced rapid growth which may not be indicative of our future growth, and if we do

not effectively manage our future growth, our business, operating results, financial condition, and

future prospects may be adversely affected. Our rapid growth also makes it difficult to evaluate

future prospects.

We have experienced rapid growth and we expect to continue to invest broadly across our organization to

support our growth. Our revenue was $504.9 million and $749.0 million for the years ended December 31,

2023 and 2024, respectively. Our revenue was $156.2 million and $228.2 million for the three months

ended March 31, 2024 and 2025, respectively. The number of our employees has grown from 1,014 as of

December 31, 2022 to 1,646 as of March 31, 2025. Although we have experienced rapid growth

historically, we may not sustain our current growth rates, and we cannot assure you that our investments

to support our growth will be successful. Even if our revenue continues to increase, we expect our

revenue growth rate to decline in the future as our business matures and our platform achieves more

widespread adoption. Accordingly, our historical growth makes it difficult to evaluate our business and

future prospects and you should not rely on the revenue growth of any prior quarterly or annual period as

an indication of our future performance. Overall growth of our revenue will depend on a number of factors,

including, but not limited to, our ability to:

•compete with other companies in our industry, including, but not limited to, those with greater

financial, technical, marketing, sales, and other resources, as well as with startup companies with

innovative products and novel solutions that compete with ours;

•retain and increase adoption of our products and services by existing customers, as well as

attract new customers and grow our customer base;

•develop new offerings and functionality for our platform and successfully optimize our existing

products and services, including through integration of AI into our platform;

•successfully expand our business domestically and internationally;

•effectively expand our sales force and leverage our existing sales capacity;

•attract, retain, and train service partners and expand product integrations;

•successfully hire and retain personnel, including product, design, engineering, and sales

personnel;

Table of Contents

•successfully introduce and sell our platform in new markets and for new use cases;

•increase awareness of our brand;

•protect against security incidents;

•successfully price and package our platform in a rapidly changing software industry, including due

to advancements and increasing use of AI; and

•successfully identify and acquire or invest in businesses, products, offerings, or technologies that

we believe could complement or expand our platform and successfully integrate such businesses,

products, offerings, or technologies into our business.

We may not successfully accomplish any of these objectives and, as a result, it may be difficult for us to

accurately forecast our future operating results. If the assumptions that we use to plan our business are

incorrect or change in reaction to fluctuations in our markets, we may be unable to maintain consistent

revenue or revenue growth, the value of our stock could be volatile, and it may be difficult to achieve and

maintain profitability. In addition, changes in the global macroeconomic environment, including, but not

limited to, changes in tariffs or trade restrictions, volatile interest rates and inflation, actual or perceived

global banking and finance related issues, labor shortages, high unemployment rates, labor

displacement, supply chain disruptions, changes in spending environments, geopolitical instability,

warfare and uncertainty, including, but not limited to, the effects of geopolitical conflicts, weak economic

conditions in certain regions, or a reduction in software spending regardless of macroeconomic

conditions, may impact our growth.

As we have grown, our number of customers has also increased, and we have increasingly managed

more complex deployments of our platform. The rapid growth and expansion of our business places a

significant strain on our management, operational, engineering, and financial resources, and rapid

development cycles have also created technical debt within our platform. Addressing technical debt

requires engineering resources that could otherwise be devoted to new features or enhancements. If we

fail to properly manage technical debt, our platform performance may suffer, we may face increased

downtime, and our business, operating results, and financial condition could be harmed. Additionally, as

we integrate AI capabilities and expand our product offerings, technical complexity may increase,

potentially exacerbating these challenges. To manage any future growth effectively, we must continue to

improve and expand our infrastructure, including information technology and financial infrastructure, our

operating and administrative systems and controls, and our ability to manage headcount, capital, and

processes in an efficient manner. If we do not manage future growth effectively, our business, operating

results, financial condition, and future prospects would be adversely impacted.

If we continue to experience rapid growth, we may not be able to successfully implement or scale

improvements to our systems, processes, or controls in an efficient, timely, or cost-effective manner. As

we grow, our existing systems, processes, and controls may not prevent or detect all errors, omissions, or

fraud. For example, we have experienced instances of credential sharing, abuse of our Figma for

Education offerings, credit card fraud, and other instances of misuse or fraud on our platform that result in

bad debt, chargebacks, or other losses to us. Such incidents may increase as we grow. Any future growth

will continue to add complexity to our organization and require effective coordination throughout our

organization. Failure to manage any future growth effectively could result in increased costs, cause

difficulty or delays in deploying our platform to new and existing customers, reduce the quality of our

platform, customer satisfaction and demand for our platform, or cause difficulties in introducing new

offerings or cause other operational challenges. Any of these difficulties would adversely affect our

business, operating results, financial condition, and future prospects.

Table of Contents

Our operating results may fluctuate significantly, which could make our future results difficult to

predict and could cause our operating results to fall below expectations.

Our operating results have varied significantly from period to period in the past, and we expect that our

operating results will continue to vary significantly in the future such that period-to-period comparisons of

our operating results may not be meaningful. Accordingly, our financial results in any one quarter should

not be relied upon as indicative of future performance. To the extent that fluctuations in our quarterly

results lead us to underperform relative to market expectations, such fluctuations may negatively impact

the trading price of our Class A common stock. Our quarterly financial results may fluctuate as a result of

a number of factors, many of which are outside of our control and may be difficult to predict, including, but

not limited to:

•the amount and timing of investments and expenditures related to the expansion of our business;

•the impacts on our cost structure, including, but not limited to, a decrease in our gross margins

and operating margins associated with AI-related products and features;

•the impact of AI on the software creation industry and more generally within the software industry

and on the demand for our platform, products, and services;

•general macroeconomic and political conditions, both domestically and in foreign markets where

we operate, including, but not limited to, changes in U.S. federal spending, changes in tariffs or

trade restrictions, global economic slowdowns, actual or perceived global banking and finance

related issues, increased risk of inflation, potential uncertainty with respect to the federal debt

ceiling and budget and potential government shutdowns related thereto, interest rate volatility,

supply chain disruptions, labor shortages, and potential global recession;

•the impact of natural or man-made global events on our business, including, but not limited to,

wars and other geopolitical conflicts;

•market acceptance of our recent changes to our pricing, packaging, and billing models and any

further changes in our billing model or those of our competitors;

•our ability to attract new customers and retain and increase adoption of our products by existing

customers;

•changes in user or customer requirements or market needs;

•the budgeting cycles, seasonal buying patterns, and purchasing practices of our customers and

potential customers;

•the timing and length of our sales cycles;

•the timing of revenue recognition;

•the timing and success of new product and service releases by us or our competitors or any other

competitive developments, including consolidation among our customers or competitors;

•our ability to convert users of our free product offerings into subscribing customers;

•our ability to successfully expand our business domestically and internationally;

•decisions by organizations to purchase competitive products and services from other vendors;

•insolvency, credit difficulties, or other financial issues affecting our customers or potential

customers, which affects their ability to purchase or pay for our products and services;

Table of Contents

•significant security breaches of, technical difficulties with, or interruptions to, the use of our

platform or other cybersecurity incidents;

•extraordinary expenses such as litigation or other dispute-related settlement payments or

outcomes, taxes, regulatory fines, or penalties;

•changes in the market value of our investments, including in our marketable securities, in

particular as a result of volatility related to our investments in a Bitcoin exchange-traded fund or

any future investments in alternative asset classes;

•significant charges in our financial statements relating to any impairment of goodwill or intangible

assets;

•changes in the mix of various aspects of our business, including, but not limited to, self-service

and sales led offerings, the proportion of business generated in the United States and

internationally, and the adoption rates among our various pricing packages;

•changes to our effective tax rate;

•future accounting pronouncements or changes in our accounting policies or practices;

•negative media and social media coverage or publicity; and

•increases or decreases in our expenses caused by fluctuations in foreign currency exchange

rates.

Historically, we have experienced seasonal fluctuations in our financial results due to increased expenses

incurred in connection with our annual user conferences, including Config, which we typically host in the

second quarter of each year, as well as in connection with other advertising efforts. We expect that

seasonality may become more pronounced in our business in the future, particularly as a greater

percentage of our business is attributable to larger customers and deals, due to the annual budget

approval process of larger organizations. Moreover, any of the above discussed fluctuations could result

in our failure to meet our operating plan or the expectations of investors or analysts for any period. If we

fail to meet such expectations for the reasons described above or other reasons, our stock price could fall

substantially, and we could face costly lawsuits, including securities class action lawsuits.

We have a limited operating history at our current scale, which makes it difficult to evaluate our

current business and future prospects and increases the risks associated with your investment.

Although we were founded in October 2012, we have evolved our business and platform significantly

since publicly launching our initial product, Figma Design, in 2015, including through the introduction of

new offerings. For example, we introduced FigJam in 2021, Dev Mode in 2023, Figma Slides in 2024, and

Figma Sites, Figma Make, Figma Buzz, and Figma Draw in 2025. In addition, in March 2025, we

implemented significant changes to our pricing, packaging, and billing models. Accordingly, we have a

limited operating history at our current scale of business and with our current pricing, packaging, and

billing models, which makes it difficult to evaluate our current business, future prospects, and other

trends. For example, we experienced an expansion in our Net Dollar Retention Rate throughout 2024

subsequent to our launch of Dev Mode in 2023. We expect our Net Dollar Retention Rate to fluctuate or

decline in the future as a result of a number of factors such as the growing level of our revenue base, the

level of penetration within our customer base, expansion of products and features, our ability to retain our

customers, and any changes to the pricing and packaging of our plans. We expect to continue to make

significant expenditures related to the development and expansion of our business, including, but not

limited to, expenditures related to acquiring new customers, expanding relationships with existing

customers, expanding our global footprint, developing and expanding our platform, growing our sales and

Table of Contents

marketing investments, expanding our operations both domestically and internationally, and integrating

AI, including generative AI, into our platform. We also expect to incur expenditures related to legal, tax,

accounting, and other administrative and compliance expenses related to operating as a public company.

We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by

growing companies in rapidly changing industries and sectors, such as the risks and uncertainties

described herein. Any predictions about our future revenue and expenses may not be as accurate as they

would be if we had a longer operating history or operated in more predictable or established markets. If

our assumptions regarding these risks and uncertainties are incorrect or change due to changing

circumstances, or if we do not address these risks successfully, our operating and financial results could

differ materially from our expectations and our business and the trading price of our Class A common

stock may be adversely affected. We cannot assure you that we will be successful in addressing these or

other challenges we may face in the future.

Changes in our pricing, packaging, or billing models could adversely affect our business,

operating results, financial condition, and future prospects.

We have made changes to our pricing, packaging, and billing models in the past, and we expect to make

occasional changes to our pricing, packaging, and billing models in the future. For example, in March

2025, we moved away from user-driven upgrades. Prior to March 2025, seat upgrades were driven by

users by default. Administrators reviewed these new seats retroactively to provision the seats. In the new

model, any seat upgrade needs to be approved by an administrator before the license is provisioned. We

also introduced multi-product seats that include additional functionality with each seat and increased the

price of our most expensive offering, which is now our Full seat. We made these changes to keep pace

with our expanded offerings and features since our platform’s launch and to provide our customers with

more visibility and upfront controls. Our new pricing, packaging, and billing models may not accurately

reflect the optimal pricing, packaging, and billing models necessary to attract new customers and retain

existing customers, which make it difficult to accurately plan and forecast our operating results. Moreover,

over time, we expect to introduce products and services that may be billed differently than on a per seat

basis, such as an add-on or pricing with limits on feature usage. We expect this type of billing may be less

predictable than subscription-based business models because customers have more flexibility in how

they use and pay for products and features, providing us less visibility into the timing of revenue

recognition from such arrangements. As a result, the introduction of alternative billing arrangements may

impact our business, operating results, and financial condition. The changes to our pricing and packaging

plans introduced in March 2025 have made, and any further changes to components of our billing models

that we may introduce in the future may make, forecasting our operating results more difficult and result in

comparisons to periods prior to the updates being less meaningful as some of the drivers underlying our

business model will have changed.

Further, as AI and its integration into software becomes more prevalent and its use cases become more

sophisticated, including with respect to our products and the products of our competitors, there could be a

decrease in the number of designers, developers, and other collaborators that use our platform if such

individuals are able to significantly increase their efficiency through the use of AI capabilities alongside or

instead of our platform. Such a decrease could reduce the number of seats that customers or potential

customers subscribe to, which could lead to a loss of revenue, slower growth, and adversely impact our

business, operating results, and financial condition. In response to any industry changes resulting from

AI, we may need to make further changes to our billing model.

Moreover, as the markets for our products and services mature, as we continue to add additional

offerings to our platform, and as competitors introduce new products and services that compete with ours,

we may be unable to attract new customers and retain existing customers at the same price or based on

the same billing models as we have used historically. We may from time to time decide to make further

changes to our billing models due to a variety of reasons, including, but not limited to, changes to the

Table of Contents

markets for our products and services, increased use of AI in the software industry generally, pricing

pressures, and the introduction of new products and services by competitors. Changes to the

components of our billing models, including the changes to our pricing and packaging plans introduced in

March 2025 and any further changes that we may make in the future, may, among other things, result in

customer dissatisfaction, lead to a loss of customers, and negatively impact our business, operating

results, and financial condition. Moreover, our ability to increase or maintain our prices may be

constrained by competitive dynamics, customer expectations or pressure to provide discounts, or

economic conditions. If we are unable to increase prices to offset rising costs, or if price increases

significantly reduce customer demand, our business, operating results, and financial condition could be

negatively impacted.

If we are unable to attract new customers or retain and increase adoption of our products and

services by existing customers, we may not achieve the growth we expect, which would adversely

affect our business, operating results, financial condition, and future prospects.

In order for us to improve our operating results and continue to grow our business, it is important that we

continue to attract new customers and that existing customers continue to renew and increase their

usage of our products, which we currently charge for on a per-user basis. Customers have no obligation

to renew a subscription after the expiration of the contract term, and customers may not renew their

subscriptions with a similar contract period, with the same or greater number of seats, for the same

subscription plan, or at all. If our customers do not renew their subscriptions or if they renew on terms less

favorable to us, our revenue may decline.

Our customer retention may decline or fluctuate as a result of various factors, including, but not limited to,

their satisfaction with our platform, products, and services and satisfaction with those offered by

competitors, our pricing, packaging, and billing models and changes to such models including our recent

pricing changes, and the effects of general economic conditions and uncertainty in financial markets.

Further, our future success depends, in part, on our ability to convert users of our free plan into paying

customers on a paid pricing plan and selling additional offerings to existing paying customers. This may

require us to incur increased sales and marketing expenses, but it may not result in additional sales. The

rate at which our customers convert from our free pricing plan to our paid product plan and the rate at

which our customers purchase additional or premium offerings depend on a number of factors, including,

but not limited to, the features, functionality, and pricing of such offerings, availability of competitive

offerings, as well as general macroeconomic conditions. If our efforts to convert users of our free pricing

plan to our paid pricing plans or sell additional or premium offerings to customers are unsuccessful, our

business, operating results, financial condition, and future prospects may be adversely impacted.

Historically, a significant portion of our revenue growth has been derived from organic growth that occurs

within organizations when new users decide to use our platform based on word-of-mouth

recommendations, as opposed to management driven enterprise-wide procurement processes. As we

increasingly sell to larger organizations, however, such organizations may have more extensive internal

approval requirements that prevent or delay potential users in those organizations from using our

platform, which may delay or prevent the organic growth of potential future customers at the same rate as

in historical periods and could cause the costs associated with new customer acquisition to increase in

future periods. This trend may be even more pronounced due to the changes we made in March 2025 as

part of our billing model update, which included administrator controls that may inhibit the number of seat

upgrades on our platform in the future.

In recent years, we have released a number of new products and feature enhancements intended to

address a broader set of use cases than contemplated by our initial product, Figma Design, and we

expect to continue to release additional products and feature enhancements to our platform. Our future

Table of Contents

success will depend in part on the success of these new products and features and our ability to

demonstrate the value of them to a wider set of users, both within current customers and prospective

customers. If we are unable to successfully market new products and features to a wider set of

customers, we may not achieve the return on our initial investments, or long-term growth, expected by

analysts or investors and our business may be adversely affected as a result.

As the markets for our products and services mature, our platform evolves, and competitors introduce

lower cost and/or differentiated products and services that are perceived to compete with our platform,

our ability to maintain or expand usage of our platform could be impaired. The cost of new customer

acquisition and ongoing customer support may prove higher than anticipated, thereby adversely

impacting our profitability.

Other factors, many of which are out of our control, may now or in the future impact our ability to retain

existing customers, attract new customers, and expand usage of our platform by such customers in a

cost-effective manner, including, but not limited to:

•potential customers’ commitments to existing products or services or greater familiarity or comfort

with other products or services;

•our ability to expand, retain, effectively train, and motivate our sales and marketing personnel;

•negative social media, media, industry, or analyst commentary regarding our products and

services;

•decreased spending on product design solutions and other products and services that we offer;

•the impact of AI on the markets for our products and services; and

•general macroeconomic and geopolitical conditions.

If we are not able to effectively introduce enhancements to our platform, including new offerings,

features, and functionality, that achieve widespread market adoption, or keep pace with

technological developments, our business, operating results, and financial condition could be

adversely affected.

The markets for our products and services are characterized by rapidly changing technologies, frequent

new product and service releases, and evolving industry standards. The rapid growth and intense

competition in our industry exacerbate these market characteristics. Our ability to attract new customers

and increase revenue from existing customers depends in large part on our ability to enhance and

improve our platform and introduce compelling new products and services that reflect the changing nature

of our markets. Further, we will need to adapt to rapidly changing technologies by continually improving

the performance, features, and reliability of our platform, products, and services, and by selling in new

markets and for new use cases. The success of any enhancement to our platform depends on several

factors, including, but not limited to, timely completion and delivery, competitive pricing, adequate quality

testing, integration with existing technologies and our platform, and overall market adoption. We may

experience difficulties that could delay or prevent the successful development, introduction, or marketing

of platform updates or new offerings, features, and functionality. Any new product or service that we

develop may not be introduced in a timely or cost-effective manner, may contain bugs, or may not

achieve the market adoption necessary to generate significant revenue. If we are unable to successfully

develop new products, enhance our existing products to meet customer requirements, or otherwise

achieve market adoption, our business, operating results, and financial condition would be harmed.

We have made significant investments to develop, launch, and enhance new products and services, such

as FigJam in 2021, Dev Mode in 2023, Figma Slides in 2024, and Figma Sites, Figma Make, Figma Buzz,

Table of Contents

and Figma Draw in 2025. We intend to continue investing significant resources to develop and launch

new products, services, features, and functionality, including enhancements to our platform’s accessibility.

If we do not allocate these resources efficiently, effectively, or in an otherwise commercially successful

manner, we may not realize the expected benefits of our strategy. There can be no assurance that

customer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any

of these initiatives will gain sufficient traction or market adoption to generate sufficient revenue to offset

any new expenses or liabilities associated with these new investments. It is also possible that products

and services developed by others, including, but not limited to, new technologies integrating AI, or

products and services developed by competitors that employ a consumption-based subscription model,

will render our platform and offerings uncompetitive or obsolete. Further, our development efforts with

respect to new technologies, offerings, features, and functionality could distract management from current

operations, and would divert capital and other resources from our more established offerings. If we do not

realize the expected benefits of our investments, our business, operating results, financial condition, and

future prospects could be adversely affected.

Competitive developments in AI and our inability to effectively respond to such developments

could adversely affect our business, operating results, and financial condition.

Developments in AI are already impacting the software industry significantly, and we expect this impact to

be even greater in the future. AI has become more prevalent in the markets in which we operate and may

result in significant changes in the demand for our platform, including, but not limited to, reducing the

difficulty and cost for competitors to build and launch competitive products, altering how consumers and

businesses interact with websites and apps and consume content in ways that may result in a reduction in

the overall value of interface design, or by otherwise making aspects of our platform obsolete or

decreasing the number of designers, developers, and other collaborators that utilize our platform. Any of

these changes could, in turn, lead to a loss of revenue and adversely impact our business, operating

results, and financial condition.

While we have made, and expect to continue to make, significant investments to integrate AI, including

generative AI, into our platform, AI technologies are rapidly evolving and there can be no guarantee that

our products will remain competitive as new AI technologies are developed, adopted, and integrated into

software solutions. We expect that increased investment will be required in the future to continuously

improve our use of AI technologies. As with many technological innovations, there are significant risks

involved in developing, maintaining, and deploying AI. There can be no assurance that the integration of

such technologies will enhance our products or services or be beneficial to our business, including, but

not limited to, with respect to our efficiency or profitability. Similarly, we cannot guarantee that our

investments in the development and integration of AI will be successful or provide an adequate return,

including, without limitation, with respect to the amount of time, focus, and staffing directed towards these

efforts,

Further, our competitors may incorporate AI into their products more quickly or more successfully than we

do, which would impair our ability to compete effectively. Decisions as to if and how to integrate various AI

technologies are difficult and we may choose not to adopt certain technologies or take advantage of

certain data sets available to us as a result of ethical, legal, regulatory, or reputational concerns, which

could put us at a competitive disadvantage and harm our business, operating results, and financial

condition.

Our failure to successfully develop or commercialize our products or services involving AI technologies

could impact the price of our Class A common stock and impair our ability to raise capital, expand our

business, improve and diversify our product offerings, efficiently manage our operating expenses, and

respond effectively to competitive developments. Moreover, the use of AI technologies and our

investments to integrate AI into our platform may adversely impact our business, operating results, and

Table of Contents

financial condition. For example, in the short term, we expect that our AI investments and use of AI

technologies, including as part of Figma Make and our Figma AI features, will negatively impact our gross

margins and operating margins and, given the newness of and rapid development of these technologies,

the impacts on our gross margins and operating margins, and on our business, operating results, financial

condition, and future prospects over the longer term, are currently unknown.

We face intense competition and could lose market share to our competitors, which would

adversely affect our business, operating results, financial condition, and future prospects.

The markets in which we participate are rapidly evolving and highly competitive, and if we do not compete

effectively, our business, operating results, and financial condition could be adversely impacted. We face

competition from a number of companies, including companies that cater to multiple stages of the design

and development process, point tools that address individual parts of the process but can expand to

cover more, and design-to-code and AI-driven companies and tools that compress or accelerate steps in

the workflow or take a different approach to building digital experiences. We may also face competition

from customized or internal solutions used by our customers or potential customers, particularly with AI’s

potential to accelerate the ability to develop and deploy new software. Moreover, we expect to continue to

face intense competition from current competitors, as well as from new entrants into the market, including

as a result of strategic acquisitions and partnerships, increased use of AI, or evolving user and customer

requirements and industry standards. If we are unable to anticipate or react to these challenges, our

competitive position could weaken, and we may experience a decline in revenue, reduced revenue

growth, or a loss of market share, which, individually or collectively, could adversely affect our business,

operating results, and financial condition.

Our ability to compete effectively depends upon numerous factors, many of which are beyond our control,

including, but not limited to:

•our ability to attract new customers and retain existing customers, expand our platform, or

increase adoption of our products and services by new and existing customers;

•market acceptance of our recent, and any future, billing model changes;

•our ability to attract, train, retain, and motivate talented employees;

•the extent of market adoption of our platform, and the timing of such market adoption, which may

be influenced by developments and enhancements we introduce to our platform relative to the

developments and enhancements made to competitive products available in the market;

•the impact of AI on the markets for our products and services, including, but not limited to, our

ability to successfully incorporate AI technologies into our platform and successfully adapt our

billing models to the increased use of AI in the software industry generally;

•the budgeting cycles, seasonal buying patterns, and purchasing practices of our customers,

including, but not limited to, any slowdown in technology spending due to U.S. and global

macroeconomic conditions;

•general macroeconomic and political conditions, both domestically and in foreign markets where

we operate, including, but not limited to, changes in U.S. federal spending, changes in tariffs or

trade restrictions, global economic slowdowns, actual or perceived global banking and finance

related issues, increased risk of inflation, potential uncertainty with respect to the federal debt

ceiling and budget and potential government shutdowns related thereto, interest rate volatility,

supply chain disruptions, labor shortages, and potential global recession;

•changes in user, customer, or market needs or preferences;

Table of Contents

•the effectiveness and cost-effectiveness of our customer service and support efforts;

•our product pricing strategies, including any pressure to change our product pricing strategies as

a result of competition;

•the timing and success of new offerings by us or our competitors or any other change in the

competitive landscape of our industry, including, but not limited to, consolidation among our

competitors or customers and strategic partnerships entered into by or between our competitors;

•changes in the mix of our overall business, including in subscription plans and products sold;

•ease of use, performance, reliability, and comprehensiveness of our platform relative to

competitive products and services;

•our reputation and brand strength relative to our competitors;

•our ability to maintain and grow our community of users and customers both domestically and

internationally;

•security breaches of, technical difficulties with, or interruptions to the use of our platform;

•the timing and costs related to the development or acquisition of technologies, businesses, or

strategic partnerships;

•our ability to execute, complete, or efficiently integrate any acquisitions that we may undertake;

•increased expenses, unforeseen liabilities, or write-downs and any impact on our operating

results from any acquisitions we consummate;

•the length and complexity of our sales cycles; and

•insolvency, credit difficulties, or other financial issues affecting our customers or potential

customers, which could increase due to U.S. and global macroeconomic issues, changes in tariffs

or trade restrictions, inflation, and interest rate volatility, and may adversely affect their ability to

purchase or pay for our platform in a timely manner or at all.

Our competitors may have greater financial, technical, marketing, sales, and other resources, greater

name recognition, longer operating histories, and a larger base of customers than we do. Our competitors

may be able to devote greater resources to the development, promotion, and sale of their products and

services than we can, and they may offer lower pricing than we do or bundle certain competing products

and services at lower prices or for free. Our competitors may also have greater resources for research

and development of new technologies, customer support, and to pursue acquisitions, or they may have

other financial, technical, or other resource advantages. Our larger competitors have substantially broader

and more diverse product and service offerings and more mature distribution and go-to-market strategies,

which allows them to leverage their existing customer and distributor relationships to gain business in a

manner that discourages potential customers from purchasing our platform. Furthermore, our current or

potential competitors may be acquired by third parties with greater available resources and the ability to

initiate or withstand substantial price competition. Pricing pressures and increased competition could

result in reduced sales, lower margins, or financial losses, or hinder our ability to maintain or improve our

competitive market position, any of which could adversely affect our business, operating results, and

financial condition.

Table of Contents

Our product and investment decisions may negatively impact our short-term financial results and

may not produce the long-term benefits that we expect.

We make product and investment decisions, which we believe are essential to the success of our platform

and in serving the best, long-term interests of Figma and our stockholders. As a result, we may make

business decisions that negatively impact our financial results in the short-term when we believe that the

decisions are consistent with our goal to improve the user experience on our platform, attract new users

and customers, and expand our relationships with our existing users and customers, resulting in the long-

term success of our platform and business. These decisions may not result in the outcomes we expect

and may not be consistent with the expectations of investors and analysts, in which case our business,

operating results, and financial condition could be adversely affected.

The markets for our products and services are relatively new and unproven and may not grow,

which would adversely affect our business, operating results, financial condition, and future

prospects.

Although we launched our initial product, Figma Design, in 2015, the markets for our products and

services, and especially those recently introduced, such as FigJam in 2021, Dev Mode in 2023, Figma

Slides in 2024, and Figma Sites, Figma Make, Figma Buzz, and Figma Draw in 2025, remain relatively

new and unproven. Because the markets for our products and services are relatively new and rapidly

evolving, it is difficult to predict customer adoption, customer and user demand for our products and

services, the size and growth rate of these markets, the entry of competitive products and services, or the

success of existing competitive services. It is also difficult to predict the impact of AI on our markets. Any

expansion or contraction in our markets depends on a number of factors, including, but not limited to, the

cost, performance, and perceived value associated with our platform and the appetite and ability of

customers to pay for and subscribe to our platform. Further, even if the overall markets for the type of

offerings we provide continue to grow, we may face intense competition from larger and more well-

established companies, as well as new entrants, and we may not be able to compete effectively, or

achieve widespread market adoption of our platform. If the markets for our platform do not grow to the

extent that we anticipate or our platform does not achieve widespread adoption within the markets in

which we operate, our business, operating results, financial condition, and future prospects could be

adversely affected.

Our use of AI in our products and services may result in reputational harm, legal liability,

competitive risks, and regulatory concerns that could adversely affect our business, operating

results, and financial condition.

We have made, and expect to continue to make, significant investments to integrate AI, including

generative AI, and machine learning technology into our platform, including as part of our Figma Make

product and Figma AI features. Many AI technologies are relatively new and present ethical, legal,

regulatory, and reputational challenges. The use of datasets to develop AI models, the content generated

by AI systems, or the application of AI systems may be found to be insufficient, offensive, biased, or

harmful, or may violate current or future laws and regulations.

Further, we generally rely on third-party models for the AI features on our platform. Our ability to continue

to use such technologies at scale may be dependent on access to specific third-party software and

infrastructure. We cannot control the availability or pricing of such third-party AI technologies, especially in

a highly competitive environment, and we may be unable to negotiate favorable economic terms with the

applicable providers. If any such third-party AI technologies become incompatible with our platform or

unavailable for use, or if the providers of such models unfavorably change the terms on which their AI

technologies are offered or terminate their relationship with us, our platform may become less appealing

to our customers and our business, operating results, and financial condition could be adversely

Table of Contents

impacted. Moreover, the integration of third-party AI models with our platform relies on certain safeguards

implemented by the third-party developers of the underlying AI models, including those related to the

accuracy, bias, and other variables of the training data used for such models, and these safeguards may

be insufficient. If the models underlying our AI technologies are incorrectly designed or implemented;

trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data

to which we do not have sufficient rights or in relation to which we and/or the providers of such data have

not implemented sufficient legal compliance measures; used without sufficient oversight and governance

to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges,

cybersecurity threats, or material performance issues, the performance of our products, services, and

business, as well as our reputation and the reputations of our customers, could suffer, and we could incur

liability resulting from the violation of laws, breach of contract claims, or civil claims. In addition, the use of

AI applications may result in data leakage or unauthorized exposure of data, including, but not limited to,

confidential business information, the personal data of end users, or other sensitive information. Such

leakage or unauthorized exposure of data related to the use of AI applications could result in legal claims

or liability or otherwise adversely affect our reputation and operating results.

Moreover, our generative AI technologies could generate output that infringes on third-party intellectual

property rights, and we could be subject to claims or lawsuits, including, but not limited to, for infringement

of third-party intellectual property rights as a result of the output of such generative AI technologies. While

some providers of AI technologies offer to indemnify their end users for any copyright or other intellectual

property infringement claims arising from the output of their AI technologies, such indemnification may be

inadequate or we may not be successful in adequately recovering our losses in connection with such

claims. Our generative AI technologies could also generate content that is inaccurate, misleading, or

inappropriate, which could harm our reputation, expose us to liability, or cause customers to lose

confidence in our platform.

The regulatory framework for AI technologies is rapidly evolving as many U.S. federal, state, and foreign

government bodies and agencies have introduced or are currently considering additional laws and

regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect the

operation of our AI technologies, or could be rescinded or amended as new administrations take differing

approaches to evolving AI technologies. As a result, implementation standards and enforcement practices

are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the

impact future laws, regulations, standards, or market perception of their requirements may have on our

business and may not always be able to anticipate how to respond to these laws or regulations.

Already, certain existing legal regimes, for example, relating to data privacy, regulate certain aspects of AI

technologies, and new laws regulating AI technologies either entered into force in the United States and

the European Economic Area (the “EEA”) in 2024 or are expected to enter into force in 2025. U.S.

legislation related to AI technologies has been introduced at the federal level and has passed at the state

level. For example, California enacted seventeen new laws in 2024 that regulate use of AI technologies

and provide consumers with additional protections around companies’ use of AI technologies, such as

requiring companies to disclose certain uses of generative AI. Other states have also passed AI-focused

legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of

“high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s

Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures

for the use of generative AI in certain consumer interactions. Such additional regulations may impact our

ability to develop, use, and commercialize AI technologies in the future.

In Europe, the EU Artificial Intelligence Act (the “EU AI Act”), which entered into force in August 2024,

establishes a comprehensive, risk-based governance framework for AI in the EU market. The majority of

the substantive requirements of the EU AI Act are not enforceable yet and will apply from August 2, 2026.

The EU AI Act will have a material impact on the way AI is regulated in the EU, as it applies to companies

Table of Contents

that develop, use, and/or provide AI in the EU and, depending on the AI use case, includes requirements

around transparency, conformity assessments and monitoring, risk assessments, human oversight,

security, accuracy, general purpose AI, and foundation models, and imposes fines for breaches of up to

7% of worldwide annual revenues. The EU AI Act, together with developing guidance and/or decisions in

this area, may affect our use of AI technologies and our ability to provide, improve, or commercialize our

services, require additional compliance measures and changes to our operations and processes, result in

increased compliance costs and potential increases in civil claims against us, and could adversely affect

our business, operating results, and financial condition. It is possible that further new laws and regulations

will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and

regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability

to use AI technologies for our business, or require us to change the way we use AI technologies in a

manner that negatively affects the performance of our offerings and the way in which we use AI

technologies. We may need to expend resources to adjust our products or services in certain jurisdictions

if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the cost to comply

with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant

and would increase our operating expenses (such as by imposing additional reporting obligations

regarding our use of AI technologies). Such an increase in operating expenses, as well as any actual or

perceived failure to comply with such laws and regulations, could adversely affect our business, operating

results, and financial condition.

Moreover, any changes to the above discussed existing legal regimes with respect to data privacy and AI

technologies within the United States and abroad could require us to expend significant resources to

modify our products, services, or operations to ensure compliance or remain competitive.

Existing and future acquisitions, strategic investments, partnerships, or alliances could be difficult

to identify and integrate, divert the attention of key management personnel, disrupt our business,

dilute stockholder value, and adversely affect our business, operating results, financial condition,

and future prospects.

As part of our business strategy, we have in the past and expect to continue to make investments in or

acquire complementary companies, services, products, technologies, or talent. All of our acquisitions and

investments are subject to a risk of partial or total loss of investment capital. Our ability as an organization

to acquire and integrate other companies, services, or technologies in a successful manner is not

guaranteed.

In the future, we may not be able to find suitable acquisition candidates, and we may not be able to

complete such acquisitions on favorable terms, if at all. Our due diligence efforts may fail to identify all of

the challenges, problems, liabilities, or other shortcomings involved in an acquisition. Further, current and

future changes to the U.S. and foreign regulatory approval processes and requirements related to

acquisitions may cause approvals to take longer than anticipated, not be forthcoming, or contain

burdensome conditions, which may prevent the completion of the transaction or jeopardize, delay, or

reduce the anticipated benefits of the transaction, and impede the execution of our business strategy. For

example, in 2022, we entered into an agreement to be acquired by Adobe, Inc. (“Adobe”). However,

based on our joint assessment that there was no clear path to obtain the required regulatory approvals for

the transaction to close, and in 2023, we mutually agreed with Adobe to terminate the agreement. In

addition, the process of seeking the regulatory approvals necessary to close an acquisition can be long

and burdensome, requiring significant time and attention from the management team and imposing

opportunity costs. If we do complete acquisitions, we may not ultimately strengthen our competitive

position or ability to achieve our business objectives, and any acquisitions we announce or complete

could be viewed negatively by our customers or investors.

Table of Contents

In addition, if we are unsuccessful at integrating existing and future acquisitions, or the technologies and

personnel associated with such acquisitions, into our company, the revenue and operating results of the

combined company could be adversely affected. Any integration process may require significant time and

resources, and we may not be able to manage the process successfully. We may not successfully

evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an

acquisition transaction, causing unanticipated write-offs or accounting (including goodwill) charges.

Additionally, integrations could take longer than expected, or if we move too quickly in trying to integrate

an acquisition, strategic investment, partnership, or other alliance, we may fail to achieve the desired

efficiencies. Further, the companies we acquire could have vulnerabilities and/or unsophisticated security

measures, which may expose us to significant cybersecurity, operational, and financial risks.

We have, and may in the future have, to pay cash, incur debt, or issue equity securities to pay for

acquisitions, each of which could adversely affect our financial condition and the market price of our Class

A common stock. The sale of equity or issuance of convertible debt to finance any such acquisitions could

result in dilution to our stockholders, which, depending on the size of the acquisition, may be significant.

The incurrence of indebtedness would result in increased fixed obligations and could also include

covenants or other restrictions that would impede our ability to manage our operations.

Additional risks we may face in connection with acquisitions and strategic investments include:

•diversion of management’s time and focus from operating our business;

•the inability to integrate product and service offerings of an acquired company;

•retention of key employees from the acquired company;

•changes in relationships with strategic partners or the loss of any key customers or partners as a

result of acquisitions or strategic positioning resulting from the acquisition or strategic investment;

•cultural challenges associated with integrating employees from the acquired company into our

organization;

•integration of the acquired company’s finance, accounting, customer relationship management,

management information, human resources, and other administrative systems;

•the need to implement or improve controls, procedures, and policies at a business that prior to

the acquisition may have lacked sufficiently effective controls, procedures, and policies;

•unexpected security risks or higher than expected costs to improve the security posture of the

acquired company;

•higher than expected costs to bring the acquired company’s information technology infrastructure

up to our standards;

•additional legal, regulatory, or compliance requirements;

•financial reporting, revenue recognition, or other financial or control deficiencies of the acquired

company that we do not adequately address and that cause our reported results to be incorrect;

•liability for activities of the acquired company before the acquisition, including, but not limited to,

intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities,

and other known and unknown liabilities;

•failing to achieve the expected benefits of the acquisition or investment; and

Table of Contents

•litigation or other claims in connection with the acquired company, including, but not limited to,

claims from or against terminated employees, customers, current and former stockholders, or

other third parties.

Our failure to address these risks or other problems encountered in connection with acquisitions and

investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments,

cause us to incur unanticipated liabilities, and harm our business generally.

In the event that we were to receive an offer to purchase our company, our Board of Directors, subject to

its fiduciary duties, may decide to approve or forego the sale. Certain stockholders may disagree with or

challenge such a decision. Moreover, if we were to engage in a sale of our company, we may experience

risks and uncertainties, including, but not limited to, as a result of the closing conditions to the transaction

being delayed or not obtained, including due to delay or failure to obtain necessary regulatory approvals;

business disruptions due to transaction-related uncertainty or other factors making it more difficult to

maintain relationships with our employees, customers, users, and partners; any litigation resulting from

such transaction, and diversion of management’s attention from our ongoing business operations and

opportunities as a result of the proposed transaction. For example, after entering into the Merger

Agreement with Adobe in 2022, we mutually agreed to terminate the Merger Agreement in 2023 based on

our joint assessment that there was no clear path to obtain the required regulatory approvals.

In addition to our strategic investments, we maintain a portfolio of marketable equity and debt securities.

From time to time, we have also invested excess cash reserves in alternative assets, such as the Bitcoin

exchange-traded fund, and may do so in the future. The investments in our portfolio are subject to our

corporate investment policy, which focuses on the preservation of capital, fulfillment of our liquidity needs,

and maximization of investment performance within the parameters set forth in our corporate investment

policy and subject to market conditions. These investments are subject to general credit, liquidity, market,

and interest rate risks. In particular, the value of our portfolio may decline due to changes in interest rates,

instability in the global financial markets that reduces the liquidity of securities and other assets in our

investment portfolio, volatility, and other factors, including unexpected or unprecedented events. As a

result, we may experience a decline in value or loss of liquidity of our investments, which could materially

and adversely affect our business, operating results, and financial condition.

Adverse global macroeconomic conditions or reduced software spending could adversely affect

our business, operating results, and financial condition.

Our business depends on the overall demand for software technology and on the economic health of our

current and prospective customers. As the landscape for software technology, and for the types of

products that we offer, evolves, the purchase of our products may be considered discretionary and

involve a significant commitment of capital, implementation, and other resources by an organization and,

as a result, prospective customers may decide not to purchase our products and existing customers may

reduce their use of our products. Weak global and regional economic conditions — including, but not

limited to, U.S. and global macroeconomic issues, actual or perceived global banking and finance related

issues, any economic impacts due to changes in U.S. federal spending, changes in tariffs and trade

restrictions, labor shortages, supply chain disruptions, fluctuating interest rates and inflation, changes in

spending environments, geopolitical instability, warfare, and uncertainty, including the effects of

geopolitical conflicts — could result in longer sales cycles, pressure to lower prices for our platform,

reduced sales to new or existing customers, or slower or declining growth of our business or negatively

impact our ability to attract new customers, retain existing customers, or increase the adoption of our

products and services by new and existing customers, any of which would adversely affect our business,

operating results, and financial condition. For example, in 2023, we experienced a decline in usage and

consumption patterns from certain customers, especially larger enterprise customers, longer sales cycles

and downsizing of renewals by existing customers, especially larger enterprise customers. We believe

Table of Contents

these trends were due, in part, to uncertainty in macroeconomic conditions and related cost-

consciousness around software budgets at the time. Deterioration in economic conditions in any of the

countries in which we do business could also cause slower or impaired collections on accounts

receivable, which may adversely impact our liquidity and financial condition.

The imposition of tariffs, border taxes, or other barriers to trade may directly or indirectly impact our

business, operating results, financial condition, and stock price, including as a result of any impact on our

customers that may reduce demand for our platform, products, and services. For example, the United

States has recently announced tariffs, certain of which have been temporarily suspended, on imported

goods from most countries and select countries have announced retaliatory tariffs in response,

contributing to volatility in the markets. There can be no assurance that we will be able to mitigate the

impacts of the foregoing or any future changes in global trade dynamics on our business.

Security and privacy breaches may adversely impact our business, operating results, and financial

condition.

Our platform hosts, processes, stores, and transmits our and our customers’ proprietary and sensitive

data, including personal data about customers, employees, business partners and others, and trade

secrets. We also use third-party service providers to help us deliver services to our customers and users.

These vendors may host, process, store, or transmit personal and financial data, or other confidential

information of our employees, consultants, or our users and customers. We collect such information from

individuals located both in the United States and abroad and may host, process, store, or transmit such

information outside the country in which it was collected. While we and our third-party service providers

have implemented security measures designed to protect against privacy and security breaches, these

measures could fail or may be insufficient, resulting in the unauthorized access or disclosure,

modification, misuse, destruction, or loss of our or our customers’ data or other sensitive information. We

have experienced, and may in the future experience, cybersecurity incidents; however, to date, these

incidents have not had a material impact on our business, operating results, and financial condition. Any

security breach of our platform, our operational systems, physical facilities, or the systems of our third-

party processors, or the perception that a breach has occurred, or other adverse impact to the availability,

integrity or confidentiality of such platform and systems, could result in litigation (including class actions),

indemnity obligations, regulatory enforcement actions, investigations, compulsory audits, fines, penalties,

mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and

other liabilities and damage to our business.

We face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our or

our customers’ confidential or personal data and our and our third-party service providers’ information

technology systems, which could result from human error, system misconfiguration, or from cyber-attacks,

including distributed-denial-of-service attacks, reverse-engineering of AI algorithms, web scraping,

ransomware attacks, business email compromises, computer malware, viruses, and social engineering

(including phishing), malicious code embedded in open-source software, or misconfigurations, “bugs” or

other vulnerabilities in commercial software that is integrated into our and our third-party service

providers’ information technology systems, products or services, which are prevalent in our industry.

These threats may come from a variety of sources including nation-state sponsored espionage and

hacking activities, corporate espionage, organized crime, sophisticated organizations, hacking groups and

individuals, and insider threats. Any security breach or disruption could result in the loss or destruction of,

or unauthorized access to, or use, alteration, disclosure, or acquisition of confidential or personal data,

which may result in damage to our reputation, termination of customer contracts, litigation, regulatory

investigations, or other liabilities. Any circumvention or failure of our cybersecurity defenses or measures

could compromise the confidentiality or integrity of our customers’ data or other sensitive information. If

our, our customers’, or our partners’ security measures are breached as a result of third-party action,

human error, system misconfiguration, malfeasance, or otherwise, and, as a result, someone obtains

Table of Contents

unauthorized access to our platform including confidential or personal data of our customers, our

reputation could be damaged, our business may suffer loss of current customers and future opportunities,

and we could incur significant financial liability including fines, cost of recovery, and costs related to

remediation measures.

Techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result,

we may be unable to fully anticipate these techniques or to implement adequate preventative measures.

Further, state-supported and geopolitical-related cyberattacks may rise in connection with regional

geopolitical conflicts which have increased the risk of cyberattacks on various types of infrastructure and

operations. Bad actors are also beginning to utilize AI-based tools, including generative AI-based tools, to

execute attacks, circumvent security controls, evade detection, and remove forensic evidence, creating

unprecedented cybersecurity challenges. As a result, we may be unable to detect, investigate, remediate,

or recover from future attacks or incidents, or to avoid a material adverse impact to our information

technology systems, confidential or personal data, or business. Remote and hybrid working arrangements

at our company (and at many third-party providers) also increase cybersecurity risks due to the

challenges associated with worker fraud, including through the use of a stolen or forged identity to gain

employment, managing remote computing assets and security vulnerabilities that are present in many

non-corporate and home networks. If an actual or perceived security breach occurs, the market

perception of our security measures could be harmed, and we could lose sales and customers. If we are,

or are perceived to be, not in compliance with data protection, consumer privacy, or other legal or

regulatory requirements or operational norms bearing on the collection, processing, storage, or other

treatment of data records, including personal data, our reputation and operating performance may suffer.

Any significant violations of data privacy could result in the loss of business, litigation, regulatory

investigations and processes, and penalties that could damage our reputation and adversely impact our

business, operating results, and financial condition.

We have certain contractual and legal obligations to notify relevant stakeholders of security breaches.

Most jurisdictions have enacted their own laws requiring companies to notify affected individuals,

regulatory authorities, and relevant others of security breaches involving certain types of data, including

personal data. In addition, our agreements with certain customers may require us to notify them in the

event of a security breach. The foregoing mandatory disclosures are costly, could lead to negative

publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and

may require us to expend significant capital and other resources to respond to or alleviate problems

caused by the actual or perceived security breach.

A security breach could lead to claims by our customers or other relevant stakeholders that we have

failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action

or our customers could end their relationships with us. There can be no assurance that any limitations of

liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or

damages. While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover

all liabilities incurred by such attacks and insurance may not be available to us in the future on

economically reasonable terms or at all.

Any adverse impact to the availability, integrity, or confidentiality of our data, systems, or physical facilities

could result in disputes, claims, or litigation with our customers and impacted third-parties, or

investigations by government authorities. These proceedings could force us to incur significant

expenditures in defense or settlement, divert management’s time and attention, increase our costs of

doing business, or adversely affect our reputation. We could be required to fundamentally change our

business activities and practices or modify our platform, products, and services in response to such

litigation, which could have an adverse effect on our business. If a security breach were to occur, and the

confidentiality, integrity, or availability of our data or the data of our customers and users was disrupted,

Table of Contents

we could incur significant liability, or our platform, products, and services may be perceived as less

desirable, which could negatively affect our business and damage our reputation.

If we do not or cannot maintain the compatibility of our platform with our customers’ existing

technology, including third-party technologies that our customers use in their businesses, our

business, operating results, and financial condition may be adversely affected.

The functionality and popularity of our platform depend, in part, on our ability to integrate our platform with

our customers’ existing technology, including other third-party technologies that our customers use in their

businesses. Our customers, or the third parties whose products and services our customers utilize, may

change the features of their technologies, restrict our access to their technologies, or alter the terms

governing use of their technologies in a manner that makes our platform incompatible with their

technologies, which would adversely impact our ability to service our customers. Such changes could

functionally limit or prevent our ability to use these third-party technologies in conjunction with our

platform, products, and services, which would negatively affect adoption of our platform and harm our

business. Moreover, we may decide to restrict or limit the ability of third parties to access our platform or

APIs for various business, privacy, or security reasons, which may negatively impact the functionality of

our platform and our brand reputation. If we fail to create or maintain a robust developer ecosystem or

otherwise fail to integrate our platform with our customers’ technologies and with third-party technologies

that our customers use, we may not be able to offer the functionality that our customers need, which

could adversely impact our business, operating results, and financial condition. In addition, customers

may require our platform to comply with certain security or other certifications and standards. If we are

unable to achieve, or are delayed in achieving, compliance with these certifications and standards, we

may be disqualified from selling our platform to such customers, or may otherwise be at a competitive

disadvantage, either of which could adversely affect our business, operating results, and financial

condition.

If our platform fails to perform properly, whether due to material defects with the software or

external issues, our reputation could be adversely affected, our market share could decline, and we

could be subject to claims for refunds, credits, damages, indemnity, or other forms of liability,

including lawsuits.

Our platform is inherently complex and may contain material defects, software “bugs,” or errors. Any

defects in functionality or operational procedures that cause interruptions in the availability of our platform,

or cause our platform to function other than intended, could result in:

•loss of, or delayed, market adoption and sales;

•loss of or unintended disclosure of data;

•inaccurate billing of our customers, including over- or under-billing;

•breach of warranty claims;

•sales credits or refunds;

•loss of customers, users, and potential customers;

•diversion of development and customer service resources;

•destruction or compromised integrity of data and/or intellectual property; and

•injury to our brand and reputation.

Table of Contents

The costs incurred in correcting any material defects, software “bugs,” or errors in our platform might be

substantial and could adversely affect our operating results.

We rely on information technology systems to process, transmit, and store electronic information,

including those provided by our third-party vendors and service providers. Our ability to effectively

manage our business depends significantly on the reliability and capacity of these systems.

Our information technology systems, and those of the third parties on whom we rely, may be subject to

damage or interruption from telecommunications problems, data corruption, data errors, software errors,

fire, flood, acts of war, terrorism, armed conflicts, global pandemics, natural disasters, power outages,

systems disruptions, system conversions, system updates, or human error. Our existing controls, safety

systems, data backup, access protection, user management, and information technology emergency

planning may not be sufficient to prevent data loss, long-term network outages, or other negative impacts

to the usability of our platform. Our production systems might not be sufficiently resilient against regional

outages and recovery from such an outage might take an extended period of time. While we have in

place a data recovery plan, our data backup systems might fail and our data recovery plans may be

insufficient to fully recover all of our or our customers’ data hosted on our system. In addition, we may

have to upgrade our existing information technology systems or choose to incorporate new information

technology systems from time to time in order to support the requirements of our growing and increasingly

complex business. Introduction of new technology, or upgrades and maintenance to our existing systems,

could result in increased costs or unforeseen problems which may disrupt or reduce our operating

efficacy.

We may also encounter service interruptions, outages, or disruptions due to issues interfacing with our

customers’ information technology systems, including, but not limited to, stack misconfigurations or

improper environment scaling, defective updates or upgrades, our customers’ inability to access the

internet, the failure of our network or software systems, security breaches, variability in user traffic for our

platform or due to cybersecurity attacks on our or our customers’ information technology systems. For

example, if our cloud hosting provider or the hosting provider of any of our third-party technology partners,

including AI partners, were to experience interruptions, delays, outages, or other service interruptions,

including as a result of customer demand, that may impact our ability to provide service to our customers.

We may be required to issue credits or refunds or otherwise be liable to our customers for damages they

may incur resulting from certain of these events.

Certain of our customer agreements contain service level commitments, which contain specifications

regarding the availability of our platform and our support services. Pursuant to these agreements, if we

are unable to meet our stated service level commitments or if we suffer extended periods of poor

performance or unavailability of our platform for any reason, we may be contractually obligated to provide

certain affected customers with credits, partial refunds, or termination rights. For example, from time to

time, we have granted, and in the future may continue to grant, credits, partial refunds, or termination

rights to customers pursuant to the terms of these agreements. Our business, operating results, and

financial condition would be adversely affected if we suffer performance issues or downtime that fails to

meet the service level commitments under our agreements with our customers.

We also have in the past and may in the future, experience issues with respect to our billing processes as

a result of errors in our code or the implementation of our billing logic, user permissioning systems,

internal controls, or information technology infrastructure. For example, in February 2023, we became

aware of an error in our platform that was erroneously causing certain users to be upgraded from free

seats to paid seats whenever they took certain actions on our platform, resulting in the overbilling of

impacted customers. Upon discovery, we remediated the error and issued credits to impacted customers.

We do not currently have any liabilities accrued on our consolidated balance sheets related to this

incident. Although these events have not historically had a material impact on our operating results, any

Table of Contents

future issues with respect to our billing processes may be substantial and could adversely affect our

business, operating results, and financial condition.

In addition to potential liability, refunds, or credits, if we experience interruptions in the availability of our

platform or other issues that impact customer satisfaction with our platform, our reputation and brand

could be adversely affected and we could lose customers. While we currently maintain errors and

omissions insurance, it may be inadequate or may not be available in the future on acceptable terms, or

at all. In addition, our policy may not cover all claims made against us and defending a suit, regardless of

its merit, could be costly and divert management’s attention.

If we are not able to maintain and enhance our brand and reputation, our business, operating

results, and financial condition may be adversely affected.

We believe that maintaining and enhancing our brand and reputation is critical to continued adoption of

our platform, our relationship with our existing customers, and our ability to attract new customers. The

successful promotion and maintenance of our brand will depend on a number of factors, including, but not

limited to, our ability to continue to provide reliable products and services that continue to meet the needs

of our customers at competitive prices, our ability to successfully differentiate our platform from those of

competitors, the effectiveness of our marketing and customer support efforts, and the effectiveness of our

communications to our stockholders. Although we believe it is important for our growth, our brand

awareness activities may not be successful or yield increased revenue, and even if they do, any

increased revenue may not offset the expenses we incur in building our brand. If we fail to successfully

promote and maintain our brand, our business, operating results, financial condition, and future prospects

may be adversely impacted. In addition, our users, customers, employees, or the public at large may,

from time to time, disagree with, or find objectionable, organizational decisions, including, but not limited

to, pricing, packaging, and billing changes and changes that we make to our platform, or other actions or

comments by members of our team. As a result of these disagreements and any negative publicity

associated therewith, we could lose users or customers, including loyal members of our community, or we

may have difficulty attracting or retaining employees and such disagreements may divert resources and

the time and attention of management from our business. Additionally, with the importance and impact of

social media, any negative publicity regarding our policies and practices or organizational decisions or

actions by members of our team, may be magnified and reach a large portion of our users, customers,

and employees in a very short period of time, which could harm our brand and reputation and adversely

affect our business, operating results, and financial condition.

In addition, independent industry and research firms have evaluated and provided, and will continue to

evaluate and provide, reviews of our platform, as well as the products and services of our competitors,

and perception of our platform in the marketplace may be significantly influenced by these reviews. If

these reviews are negative, or less positive as compared to those of our competitors’ products and

services, our brand may be adversely affected. Harm to our brand and reputation can also arise from

many other sources, including, but not limited to, customer complaints, allegations of violations of law,

regulatory investigations, security incidents or allegations of security incidents, allegations of employee

misconduct, and allegations of misconduct by our partners, consultants, and third-party service providers.

The effect of negative publicity may be exacerbated to the extent it is disseminated via social media. Any

unfavorable publicity about us or members of our team could negatively impact our brand reputation or

otherwise cause us reputational harm, which could have an adverse effect on our business, operating

results, and financial condition. Additionally, negative publicity from, or with respect to, our partners or

service providers, including, but not limited to, as relating to any decision to restrict or limit access to our

platform or APIs, could negatively impact our brand reputation or otherwise cause us reputational harm,

which could also affect our business, operating results, and financial condition.

Table of Contents

We host our platform on Amazon Web Services. Any disruption in the operations of Amazon Web

Services, limitations on capacity, or interference with our use could adversely affect our business,

operating results, and financial condition.

Our platform is hosted by Amazon Web Services (“AWS”). Our software is designed to use computing,

storage capabilities, bandwidth, and other services provided by AWS. We have experienced, and expect

in the future that we may experience from time to time, interruptions, delays, or outages in service

availability due to a variety of factors, including issues with service providers like AWS. Depending on

severity, future disruptions may also result in data security incidents which are notifiable to stakeholders

such as affected individuals and regulators. Capacity constraints could arise from a number of causes

such as technical failures, cyberattacks, contagious diseases, terrorist attacks, and natural disasters,

fraud, or security attacks. The level of service provided by AWS, or regular or prolonged interruptions in

that service, could also impact the use of, and our customers’ satisfaction with, our platform and could

harm our business and reputation. In addition, hosting costs are expected to increase as our customer

base grows, which could adversely affect our business, operating results, and financial condition.

Furthermore, AWS has discretion to change and interpret its terms of service and other policies with

respect to us, including on contract renewal, and those actions may be unfavorable to our business

operations. AWS may also take actions beyond our control that could seriously harm our business,

including, but not limited to, discontinuing or limiting our access to one or more services, increasing

pricing terms, terminating or seeking to terminate our contractual relationship altogether, or altering how

we are able to process data on their system in a way that is unfavorable or costly to us. If our current

arrangement with AWS were to be terminated and we could not find an alternative provider on favorable

terms or in a timely manner, we could experience interruptions on our platform and in our ability to make

our content available to customers, as well as delays and additional expenses in arranging for expansion

and transition to alternative cloud hosting and infrastructure services. Such a transition could require

further technical changes to our platform, including, but not limited to, our cloud service infrastructure

which was initially designed to run on AWS. Making such changes could be costly in terms of time and

financial resources. Any of these factors could reduce our revenue, subject us to liability, and cause our

customers to decline to renew their subscriptions, any of which would harm our business, operating

results, and financial condition.

Our estimates of market opportunity and forecasts of market growth included in this prospectus

may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted

growth, our business could fail to grow at similar rates, if at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may

prove to be inaccurate. Market opportunity estimates and growth forecasts included in this prospectus,

including those we have generated ourselves, are subject to significant uncertainty and are based on

assumptions and estimates that may not prove to be accurate, including the risks described herein. Even

if the markets in which we compete achieve the forecasted growth, our business could fail to grow at

similar rates, if at all.

Our market opportunity may change over time and there is no guarantee that any particular number or

percentage of addressable customers covered by our market opportunity estimates will purchase our

platform at all or generate any particular level of revenue for us. Any expansion in the markets in which

we operate depends on a number of factors, including, but not limited to, the cost, performance, and

perceived value associated with our platform and those of our competitors. Even if the markets in which

we compete meet the size estimates and growth as forecasted, our business could fail to grow at similar

rates, if at all. Our growth is subject to many factors, including, but not limited to, our success in

implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our

Table of Contents

forecasts of market growth included in this prospectus should not be taken as indicative of our future

growth.

Key business metrics and other estimates are subject to inherent challenges in measurement and

to change as our business evolves, and our business, operating results, financial condition, and

future prospects could be adversely affected by real or perceived inaccuracies in those metrics or

any changes in metrics we disclose.

We regularly review key business metrics to evaluate growth trends, measure our performance, and

make strategic decisions. These key business metrics are calculated using internal company data and

have not been validated by an independent third party. While these numbers are based on what we

believe to be reasonable estimates for the applicable period of measurement at the time of reporting,

there are inherent challenges in such measurements. If we fail to maintain effective processes and

systems, our key business metrics calculations may be inaccurate, and we may not be able to identify

those inaccuracies. We regularly review our processes for calculating these metrics, and from time to time

we make adjustments to improve their accuracy. We generally will not update previously disclosed key

business metrics for any such inaccuracies or adjustments that are immaterial.

We may change our key business metrics from time to time, which may be perceived negatively. Given

the rapid evolution of the software market, we regularly evaluate whether our key business metrics remain

meaningful indicators of the performance of our business. As a result of these evaluations, we may in the

future make changes to our key business metrics, including eliminating or replacing existing metrics.

Further, if investors or the media perceive any changes to our key business metrics disclosures

negatively, our business, operating results, and financial condition could be adversely affected.

Our business involves hosting user-generated and third-party content, which may present certain

legal and reputational risks.

Users of our platform can upload templates, designs, icons, widgets, plugins, and other user-generated

and third-party content for use across our platform. In addition, on our Community webpage, we also host

both free and paid content uploaded by our users. Hosting such user-generated and third-party content

exposes us to certain risks, including, but not limited to, the risk that the content may violate the

intellectual property rights of others, or violate other laws and regulations. Moreover, we could be subject

to the risk of reputational and brand damage if we are perceived to unfairly moderate, monetize, or

otherwise exploit user-generated content, even if such perceptions are inaccurate, which could ultimately

harm our business. We may not effectively detect and address user actions that may violate our terms of

service and community guidelines and we may not effectively review, approve, or otherwise screen

content uploaded to our platform by users. There have been in the past, and there could be in the future,

incidents where users and customers engage in activities on or through our platform that violate our

policies or laws. Our safeguards may not be sufficient or adequate to ensure the safety of our users and

customers and this may harm our reputation and brand.

Our long-term success depends, in part, on our ability to increase sales of our platform to

customers located outside of the United States and our current, and any further, expansion of our

international operations exposes us to risks that could have an adverse effect on our business,

operating results, and financial condition.

We conduct our business activities in various foreign countries and currently have operations in North

America, South America, Europe, Australia, and Asia. In 2024, a majority of our revenue was generated

outside of the United States. Our ability to manage our business and conduct our operations

internationally requires considerable management attention and resources, including financial resources,

and is subject to the particular challenges of supporting a rapidly growing business across multiple

Table of Contents

cultures, customs, legal, regulatory and compliance systems, and commercial infrastructures. Our

operations in international markets may not be sufficiently commercially successful to justify our level of

investment. Operating internationally may subject us to new risks that we have not faced before or

increase risks that we currently face, including, but not limited to, risks associated with:

•fluctuations in foreign currency exchange rates, which could add volatility to our operating results;

•recruiting and retaining talented and capable employees in foreign countries;

•new, or changes in, legal and regulatory requirements;

•tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other

trade barriers or protectionist measures;

•exposure to numerous, increasing, stringent, and potentially inconsistent laws and regulations

relating to, among other things, AI, privacy, data protection, online safety, moderation, and

information security;

•costs of, and challenges with, localizing our platform including, but not limited to, data localization

and other data privacy requirements;

•challenges in successfully pricing our products in a way that meets local expectations while

remaining financially viable to us;

•lack of acceptance of our localized products and services, including due to competition with local

products that compete with our products and services;

•the need to make significant investments in people, offerings, services, and infrastructure,

typically well in advance of revenue generation;

•challenges inherent in efficiently managing an increasing number of employees over large

geographic distances, including, but not limited to, the need to implement appropriate systems,

policies, benefits, and compliance programs;

•difficulties in maintaining our company culture with a dispersed and distant workforce;

•treatment of revenue from international sources, evolving domestic and international tax

environments, and other potential tax issues, including, but not limited to, with respect to our

corporate operating structure and intercompany arrangements;

•different or weaker protection of our intellectual property rights, including, but not limited to,

increased risk of theft of our proprietary technology and other intellectual property;

•economic weakness or currency-related crises;

•longer payment cycles and greater difficulty in collecting accounts receivable;

•our ability to adapt to sales practices and customer requirements in different cultures;

•the lack of reference customers and other marketing assets in regional markets that are new or

developing for us, as well as other adaptations in our market generation efforts that we may be

slow to identify and implement;

•natural disasters, acts of war, terrorism, or pandemics, including, but not limited to, the armed

conflicts in the Middle East and Ukraine, and tensions between China and Taiwan, or responses

to these events;

Table of Contents

•actual or perceived instability in the global financial system;

•cybersecurity incidents;

•corporate espionage; and

•political instability and security risks in the countries where we are doing business and changes in

the public perception of governments in the countries where we operate or plan to operate.

Our ability to maintain customer satisfaction depends in part on the quality of our customer

support. Failure to maintain high-quality customer support could have an adverse effect on our

business, operating results, financial condition, and future prospects.

We believe that the successful use of our platform requires a high level of support and engagement for

many of our customers. Increased demand for customer support, without corresponding increases in

revenue, could increase our costs and adversely affect our business, operating results, financial

condition, and future prospects.

There can be no assurance that we will be able to hire sufficient support personnel as and when needed,

particularly if our sales exceed our internal forecasts. Additionally, our customer support team uses third-

party AI tools to assist them with responding to and resolving customer inquiries. To the extent that we

are unsuccessful in hiring, training, and retaining adequate support resources or utilizing AI tools for

customer support, our ability to provide high-quality and timely support to our customers will be negatively

impacted, and our customers’ satisfaction and their usage of our infrastructure could be adversely

affected.

Because we recognize subscription revenue over the subscription term, downturns or upturns in

new sales and renewals are not immediately reflected in full in our operating results.

We recognize revenue from subscriptions to our platform on a straight-line basis over the term of the

contract subscription period beginning on the date access to our platform is granted, provided all other

revenue recognition criteria have been met. Our subscription arrangements generally have monthly or

annual contractual terms. As a result, much of the revenue we report each quarter is the recognition of

deferred revenue from recurring subscriptions. Consequently, a decline in subscriptions in any one

quarter, whether as a result of fewer or smaller new subscriptions, downsized subscription renewals, or

lower subscription renewal rates in the applicable quarter, will not be fully reflected in revenue in that

quarter, and will continue to negatively affect our revenue in future quarters. Accordingly, the effect of

significant downturns in new or renewed sales of our recurring subscriptions are not reflected in full in

operating results until future periods.

We make our platform available to users free of charge on our Starter plan. If this fails to lead to

customers purchasing paid subscriptions, our business, operating results, and financial condition

may be adversely affected.

We offer our Starter plan (our free plan), which gives users limited access to our platform. This may not

lead to customers purchasing subscriptions to our platform, as usage of our Starter plan may not lead to

them or their organization purchasing subscriptions to our platform. To the extent that users do not

become paying customers, or we are unable to successfully attract paying customers, our ability to grow

our revenue may be adversely affected. In addition, making aspects of our platform available free of

charge involves significant expenses, including hosting costs, with no immediate revenue in return. If we

fail to convince users of our free pricing plan to purchase paid subscriptions to our platform our

profitability may be adversely affected.

Table of Contents

Our sales cycles can be long and unpredictable, and our sales and post-sales efforts require

considerable time and expense.

Our revenue recognition and operating results may be difficult to predict because of the length and

unpredictability of the sales cycle for our platform, particularly as we increasingly sell to larger

organizations, governmental organizations, regulated entities, and organizations outside of the United

States or to the technology industry that may have different procurement requirements than our historical

customers. For example, we have observed a lengthening of the sales cycle recently for some

prospective customers that we attribute to increased sensitivity to information technology security

concerns, particularly with respect to products that include AI features or otherwise incorporate AI

technologies, such as our platform. In addition, larger customers frequently have rigorous procurement

processes and require considerable time to evaluate, test, and qualify our platform prior to entering into or

expanding a relationship with us.

Our direct sales team develops relationships with our customers, and works on account penetration,

account coordination, sales, and overall market development. We spend substantial time and resources

on our sales efforts without any assurance that our efforts will produce a sale. Sales of our platform may

be subject to budget constraints, multiple approvals, security, accessibility, compliance, legal, and other

reviews, and unanticipated administrative, processing, and other delays. As a result, it is difficult to predict

whether and when a sale will be completed, which, in turn, can make it difficult to accurately plan our

business and forecast our operating results. The failure of our efforts to secure sales after investing

resources in a lengthy sales process, or a failure to accurately forecast our operating results that causes

our actual operating results to fall short of our projections or market expectations, would adversely affect

our business, operating results, and financial condition.

Further, our success depends, in part, on our ability to maintain and expand our relationships with

customers by helping them realize value from our products and services over time. If our post-sales and

customer success efforts are ineffective, our business, operating results, and financial condition could be

adversely affected.

Sales to government entities are subject to a number of challenges and risks.

We sell to U.S. federal, state, and local, as well as foreign governmental agency customers. Although we

anticipate that they may increase in the future, sales to governmental organizations have not accounted

for, and may never account for, a significant portion of our revenue. Sales to governmental organizations

are subject to a number of challenges and risks that may adversely affect our business, operating results,

and financial condition, including, but not limited to, the following risks:

•selling to governmental agencies can be highly competitive, expensive, and time consuming,

often requiring significant upfront time and expense without any assurance that such efforts will

generate a sale;

•government certification, software supply chain or source code transparency requirements

applicable to us or our platform may change and, in doing so, restrict our ability to sell into the

governmental sector until we have attained the revised certification or meet other new

requirements (for example, although we are currently Federal Risk and Authorization

Management Program (“FedRAMP”) authorized, such authorization is costly to maintain and

subject to rigorous compliance and if we lose our authorization, it will restrict our ability to sell to

government customers);

•government demand and payment for our platform may be impacted by public sector budgetary

cycles and funding authorizations, with funding reductions or delays adversely affecting public

Table of Contents

sector demand for our platform, including, but not limited to, as a result of sudden, unforeseen,

and disruptive events such as government shutdowns, governmental defaults on indebtedness,

war, regional geopolitical conflicts around the world, incidents of terrorism, natural disasters, and

public health concerns or epidemics;

•governments routinely investigate and audit government contractors’ compliance with

government contract provisions and applicable procurement laws and regulations, and failure to

comply with these laws, regulations, or provisions in our government contracts could result in the

government refusing to continue buying our platform, terminating our contracts, or suspending or

debarring us, which would adversely impact our revenue and operating results, initiating breach

of contract actions, or instituting fines or civil or criminal liability if an investigation, audit, or other

review, were to uncover improper or illegal activities;

•governments may require certain products to be manufactured, produced, hosted, or accessed

solely in their country or in other relatively high-cost locations, and we may not produce or host all

products in locations that meet these requirements, affecting our ability to sell these products to

governmental agencies;

•our governmental agency customers may have more expansive termination rights; and

•refusal to grant certain certifications or clearance by one government agency, or decision by one

government agency that our products do not meet certain standards, may cause reputational

harm and cause concern with other government agencies.

Any pressure on the U.S. federal government’s budget or uncertainty around potential changes in

budgetary priorities could adversely affect the funding for individual programs and our existing and future

contracts with the U.S. government.

Risks Related to Our People

We rely on Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President,

other members of our management team, and other key employees and will need additional

personnel to grow our business, and the loss of one or more key employees or our inability to hire,

integrate, train, manage, retain, and motivate qualified personnel, including members of our Board

of Directors, could harm our business.

Our future success is dependent, in part, on our ability to hire, integrate, train, manage, retain, and

motivate the members of our management team and other key employees throughout our organization.

The loss of key personnel, including key members of our management team or members of our Board of

Directors, as well as certain of our key marketing, sales, finance, support, product development, legal,

people team, or technology personnel, could disrupt our operations and have an adverse effect on our

ability to grow our business. In particular, we are highly dependent on the services of Dylan Field, our

Chair of our Board of Directors, Chief Executive Officer, and President, who is critical to the development

of our technology, products, platform, future vision, and strategic direction. Mr. Field is involved in a

number of initiatives aside from his work for Figma. For example, Mr. Field actively invests in technology

companies. This and other initiatives he is, or may become, involved in could divert Mr. Field’s time and

attention from overseeing our business operations, which could have a negative impact on our business,

and may result in potential conflicts of interest. Moreover, from time to time there have been and may in

the future be changes in our management team. While we seek to manage any such transitions carefully,

such changes may result in a loss of institutional knowledge, cause disruptions to our business, and

negatively affect our business.

Table of Contents

Competition for highly skilled personnel is intense, especially in markets such as the San Francisco Bay

Area, London, and New York City where we have a substantial presence and need for highly skilled

personnel, and we may not be successful in hiring or retaining qualified personnel to fulfill our current or

future needs. More generally, the technology industry, and the software industry more specifically, is also

subject to substantial and continuous competition for engineers with high levels of experience in

designing, developing, and managing software and related services. This is especially true in the market

for AI talent, which remains extremely competitive. We have, from time to time, experienced, and we

expect to continue to experience, difficulty in hiring and retaining highly skilled employees with

appropriate qualifications at a suitable cost, and this risk may be exacerbated by factors related to,

among other things, increased recruiting efforts by other companies. In the past, we have used stock-

based compensation to recruit and retain qualified employees. If we were to decrease the amount of

stock-based compensation that is granted to employees, or otherwise make changes to our

compensation philosophy, we may have difficulty hiring and retaining qualified individuals. Even if we are

able to recruit and retain qualified personnel, the cost of doing so may impact our profitability and our

ability to meet the expectations of investors and analysts. We also invest significant time and expense in

training our employees, which increases their value to competitors who may seek to recruit them and

increases our costs. Further, the labor market is subject to external factors that are beyond our control,

including, but not limited to, our industry’s highly competitive market for skilled workers and leaders, cost

inflation, overall macroeconomics, and workforce participation rates. Should our competitors recruit our

employees, our level of expertise and ability to execute our business plan would be negatively impacted.

Restrictive immigration policies or legal or regulatory developments relating to immigration in any of the

global markets in which we have employees may also negatively affect our efforts to attract and hire new

personnel as well as retain our existing personnel. For example, we have previously had to make

changes to the way we attract and hire personnel in certain jurisdictions due to changes to the framework

with which employer-sponsored visa applications are assessed in those regions. Our business may be

adversely affected if legislative or administrative changes to immigration or visa laws and regulations

impair our hiring processes.

Moreover, many of the companies with which we compete for experienced personnel have greater

resources than we have. Our competitors also may be successful in recruiting and hiring members of our

management team, sales team, or other key employees, and it may be difficult for us to find suitable

replacements on a timely basis, on competitive terms, or at all. We have in the past, and may in the

future, be subject to allegations that employees we hire have been improperly solicited, or that they have

divulged proprietary or other confidential information, or that their former employers own such employees’

inventions or other work product, or that they have been hired in violation of non-compete provisions or

non-solicitation provisions.

In addition, job candidates and existing employees often consider the value of the equity awards and

other compensation they receive in connection with their employment. If the perceived value of our

compensatory package is viewed as below market or declines, it may adversely affect our ability to attract

and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our

current personnel, our business and future growth prospects would be severely harmed. Further, our

competitors may be successful in recruiting and hiring members of our management team, or other key

employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive

terms, or at all. In recent years, the increased availability of hybrid or remote working arrangements has

expanded the pool of companies that can compete for our employees and employment candidates.

Although we have entered into employment agreements with our key employees, these agreements are

on an “at-will” basis, meaning they are able to terminate their employment with us at any time. If we fail to

attract new personnel or fail to retain and motivate our current personnel, our business and future growth

prospects would be severely harmed.

Table of Contents

Moreover, we have a number of current employees whose equity ownership in our company has given

them a substantial amount of personal wealth, or will shortly after the completion of this offering result in

them having substantial wealth. As a result, it may be difficult for us to continue to retain and motivate

these employees, and this wealth could affect their decisions about whether or not they continue to work

for us. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and

motivating existing personnel, we may be unable to grow effectively.

If we do not effectively integrate, train, manage, and retain product, design, engineering, and sales

personnel, and expand our product, design, engineering, and sales capabilities, we may be unable

to increase our customer base and increase sales to our existing customers.

Our ability to increase our customer base, enhance our platform, and achieve broader market adoption of

our products and services will depend to a significant extent on our ability to continue to hire, integrate,

and retain talented product, design, research, and engineering personnel. We have dedicated, and plan

to continue to dedicate, significant resources to our product, design, and engineering programs to

enhance our platform, including by investing in developing additional features and products, but there is

no guarantee that we will be successful in such endeavors. If we are unable to find efficient ways to

deploy our product, design, and engineering investments or if these programs are not effective, our

business, operating results, and financial condition would be adversely affected.

Additionally, in recent years, we have made significant investments in our sales and marketing teams and

plan to continue expanding our sales force. There is significant competition for sales personnel with the

skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in part,

on our success in hiring, integrating, training, managing, and retaining sufficient numbers of qualified

sales personnel to support our growth, particularly in international markets.

New hires require significant training and may take extended time before they are productive. Our recent

hires and planned hires may not become productive as quickly as we expect, or at all, and we may be

unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or

plan to do business. Moreover, our international expansion may be slow or unsuccessful if we are unable

to retain qualified personnel with international experience, language skills, and cultural competencies in

the geographic markets which we target.

We believe that our company culture has contributed to our success, and if we cannot maintain

this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our

culture, and our business may be harmed.

We believe that our company culture has been and will continue to be vital to our success, including in

attracting, developing, and retaining personnel, as well as our customers. We have worked to develop our

culture, and we strive to empower our employees to continuously learn, evolve, and grow, and treat each

other with respect. If we do not continue to develop our company culture as we grow and evolve,

including maintaining a culture that encourages a sense of ownership by our employees, it could harm our

ability to foster the innovation, creativity, and teamwork that we believe we need to support our growth.

We expect to continue to hire as we expand. As our organization grows and is required to implement

more complex organizational structures, we may find it increasingly difficult to maintain the beneficial

aspects of our company culture, which could negatively impact its future success. Further, maintaining a

cohesive company culture may prove difficult as a significant percentage of our employees work fully

remote or remotely for at least part of the workweek. If we are unable to maintain our company culture,

we could lose the innovation, passion, and dedication of our team and as a result, our business and

ability to focus on our corporate objectives may be harmed.

Table of Contents

Risks Related to Our Intellectual Property

Failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights

could enable others to copy or use aspects of our platform without compensating us, which could

harm our brand, business, and operating results.

We rely on a combination of patent, trademark, copyright, and trade secrets laws, and contractual

provisions, including confidentiality agreements, to establish and protect our intellectual property and

proprietary technology, including from unauthorized use or disclosure by our customers and users, third-

party partners, employees, and consultants. However, the steps we take to obtain, maintain, protect, and

enforce our intellectual property and proprietary rights may be inadequate. We will not be able to protect

our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized

use of our intellectual property rights. If we fail to protect our intellectual property rights adequately, our

competitors may gain access to our proprietary technology and develop and commercialize substantially

Figma, Inc. S-1