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NASDAQ: FIGR Figure Technology Solutions, Inc. 8-K

Figure Technology closes $600M senior notes at 8.5% to finance Kiavi acquisition

Filed July 14, 2026 · Period ending July 14, 2026 · ~1 min read

4 key changes 1 high relevance 2 sections

Key Changes

  • high

    Issued $600M of 8.5% senior notes due 2031, guaranteed by domestic subsidiaries, with semiannual interest payments starting January 2027. Proceeds intended to finance the pending Kiavi acquisition.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Indenture restricts additional debt, dividends, asset sales, liens, investments, and affiliate transactions—standard high-yield covenants protecting noteholders' ability to be repaid.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Company may redeem notes before July 2028 at par plus make-whole premium; after that date at specified prices. Can also redeem up to 40% using equity offering proceeds if 50%+ remains outstanding.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Change of control triggers mandatory repurchase offer at 101% of principal plus accrued interest, providing downside protection in control transactions.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Figure Technology closed a $600 million senior unsecured notes offering at an 8.5% coupon, maturing in 2031. The notes are guaranteed by certain domestic subsidiaries and carry standard high-yield covenants limiting the company's financial flexibility—restricting additional debt, dividends, asset sales, and related-party transactions.

The filing identifies the Kiavi acquisition as the intended use of proceeds, though completion remains subject to regulatory approvals and closing conditions. The 8.5% rate reflects current high-yield market conditions for a fintech lender.

The indenture includes typical investor protections: a change-of-control put at 101%, optional redemption with make-whole premium before mid-2028, and the ability to redeem up to 40% of the issue with equity proceeds. For equity holders, the acquisition financing adds $600 million in senior debt ahead of common stock, increasing leverage and fixed obligations. The success of this capital raise depends on closing the Kiavi deal and realizing the integration synergies management projects—execution risk that won't resolve until the acquisition completes and the combined business demonstrates performance.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~700 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

2 Added
Added Change of control provision medium

Added in current filing · verify on EDGAR →

Upon the occurrence of a Change of Control (as defined in the Indenture), the Company must offer to repurchase all of the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

If a change of control occurs, the company must offer to repurchase all outstanding notes at 101% of principal plus accrued interest. This provides noteholders with downside protection in the event of a corporate control transaction.

Added Debt covenants medium

Added in current filing · verify on EDGAR →

The Indenture contains covenants that limit the ability of the Company and any of its Restricted Subsidiaries (as defined in the Indenture), to, among other things:

· incur or guarantee additional indebtedness or issue certain preferred stock;

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

· transfer or sell certain assets; | · create certain liens; | · make certain investments;

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

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

· engage in certain transactions with affiliates; and

· designate unrestricted subsidiaries.

The indenture imposes standard high-yield bond covenants restricting the company's ability to incur additional debt, pay dividends, sell assets, create liens, make investments, merge, or engage in affiliate transactions. These covenants protect noteholders by limiting actions that could impair the company's ability to service the debt.

Event · Item 2.03 — Creation of a Direct Financial Obligation

~400 words

Figure Technology issued notes to finance the Kiavi acquisition, creating a direct financial obligation.

2 Added
Added Direct financial obligation medium

Added in current filing · verify on EDGAR →

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

The company created a direct financial obligation, disclosed under Item 2.03. The filing references Item 1.01 for details but that section is not included in the provided text. This typically indicates debt issuance or a similar financing arrangement.

Added Kiavi acquisition financing high

Added in current filing · verify on EDGAR →

risks and uncertainties relating to the offering of the Notes, the anticipated use of the proceeds therefrom, the completion of the Kiavi Acquisition, satisfaction of the conditions to the Kiavi Acquisition, receipt of required governmental and regulatory approvals, availability of financing, integration of Kiavi, realization of anticipated benefits, synergies and projected metrics

The company issued notes to finance the acquisition of Kiavi. The forward-looking statements section identifies key risks including completion conditions, regulatory approvals, financing availability, integration challenges, and realization of anticipated synergies. The specific terms of the notes are referenced in Item 1.01, which is not provided in this excerpt.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 15, 2026 · How we verify