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FIGRFigure Technology Solutions

Crypto · Loan Brokers · Nasdaq, OTC
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Risk factors in the latest filings

49 new in the latest 10-Q

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fewer than two 10-Ks to compare
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49
paragraphs not in the 10-Q filed May 15, 2026
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risk factor paragraphs and sentences added or reworded
New in the 10-K

Paragraphs with nothing like them in last year's 10-K

No new paragraphs in Risk Factors, or fewer than two 10-Ks to compare.

New in the latest 10-Q

Paragraphs in the 10-Q filed Aug 14, 2026 that were not in the one before

49 paragraphs in the 10-Q filed Aug 14, 2026 with nothing like them in the 10-Q filed May 15, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

operating, financial, and investing decisions of the entity as well as those entities deemed to be variable interest entities (“VIEs”) in which the Company is determined to have a controlling financial interest.

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During the three months ended June 30, 2026, the Company established new liquidity pool positions on the Ethereum and Solana blockchains by redeploying an equivalent of $ 19.0 million in digital financial assets, which were held as of March 31, 2026. The treatment of these digital assets held continue to be accounted for in accordance with the existing accounting policy per “Note 2 - Summary of Significant Accounting Policies”.

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In April 2026, the Company executed a master participation interest purchase and servicing agreement with a chartered banking institution, and will include other purchasers from time to time. The agreement allows the Company to sell 100 % participation interests in digital asset backed loans in exchange for consideration and a pledge of the underlying loan as collateral. The aggregate facility limit as of June 30, 2026 is $ 250.0 million, with an option to increase available financing as agreed upon by both parties. Digital asset backed loans originated prior to March 31, 2026 are permitted to be sold under

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the arrangement, which will ultimately terminate in April 2027. The applicable interest rate is driven by the quality of the pledged loans subject to a 2.00 % floor and a spread that ranges from 3.50 % to 5.75 %.

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On June 10, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Project Mason Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Kiavi, Inc., a Delaware corporation (“Kiavi”) and Fortis Advisors LLC, in its capacity as the lawful and exclusive representative, agent, proxy, and attorney-in-fact (with full power of substitution) for and on behalf of the security-holders of Kiavi, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Kiavi (the “Merger”), with Kiavi surviving such Merger as a subsidiary of the Company.

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Show the other 44

Concurrently with the execution of the Merger Agreement, the Company entered into a commitment letter with Bank of America, N.A., BofA Securities, Inc. and Barclays Bank PLC, pursuant to which Bank of America, N.A. and Barclays Bank PLC committed, subject to the satisfaction of customary conditions, to provide the Company with a 364-day bridge loan facility in an aggregate principal amount not to exceed $ 600.0 million. As of June 30, 2026, there were no outstanding borrowings under the Bridge Loan Facility, and the entire amount remained available.

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On July 14, 2026, the Company closed its previously announced offering of $ 600.0 million principal amount of 8.500 % Senior Notes due 2031 (the “Notes”). Concurrently with, and as a result of, the issuance of the Senior Notes, the Company terminated the Bridge Loan Facility effective July 14, 2026. Prior to its termination, there were no outstanding borrowings under the Bridge Loan Facility, and no early termination penalties were incurred as a result of the cancellation.

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Refer to “Note 10 - Commitments and Contingencies” for more information regarding the proposed acquisition of Kiavi and “Note 14 - Subsequent Events” for further details on the Senior Note issuance.

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the primary beneficiary of VS Evergreen Financing Fund LP. The Company did not recognize a gain or loss on the transaction, and the Company’s new investment in the Evergreen Funds is disclosed in “Note 3 - Investments - Equity Investments”.

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Securitization Commitments - During the three months ended June 30, 2026, the Company entered into a pre-funded securitization transaction collateralized by HELOC loans originated or acquired by the Company. The vehicle structure permits staggered delivery of loans following settlement and engages a related party affiliate which is an equity method investee of the Company. At settlement, program fees of $ 0.6 million were recognized and reported in the “Ecosystem and technology fees” caption on the Condensed Consolidated Statements of Operations at June 30, 2026. Further, the Company is obligated to deliver HELOC loans with an aggregate UPB of $ 300.0 million prior to the close of the prefunding period, which is expected to occur in the three months ending September 30, 2026.

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The Merger Agreement contains mutual termination rights for Kiavi and the Company under certain conditions, as defined in the Merger Agreement. The Merger Agreement also contains a termination right for the Company if Kiavi has not delivered the Requisite Stockholder Consent (as defined in the Merger Agreement) to the Company prior to the date specified in the Merger Agreement. Under the Merger Agreement, the Company may be required to pay a termination fee to Kiavi of $ 25.0 million if the Merger Agreement is terminated by the Company under certain conditions, as defined in the Merger Agreement.

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Concurrently with the execution of the Merger Agreement, the Company entered into a commitment letter with Bank of America, N.A., BofA Securities, Inc. and Barclays Bank PLC, pursuant to which Bank of America, N.A. and Barclays Bank PLC committed, subject to the satisfaction of customary conditions, to provide the Company with a 364-day Bridge Loan Facility in an aggregate principal amount not to exceed $ 600.0 million, which remained undrawn as of June 30, 2026. Refer to “Note 6 - Debt” for further information regarding the Bridge Loan Facility.

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On July 14, 2026, the Company closed its previously announced private offering of $ 600.0 million principal amount of 8.500 % Senior Notes. Concurrently with, and as a result of, the issuance of the Notes, the Company terminated the Bridge Loan Facility effective July 14, 2026. Refer to “Note 14 - Subsequent Events” for further information regarding the issuance of the Notes.

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The Company retains certain residual interests issued as part of securitization transactions which are reported in the Marketable securities, at fair value caption on the Condensed Consolidated Balance Sheets. See “Note 3 - Investments” for additional detail.

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In May 2026, the Company fully disposed of its equity-method investment in Reflow Services, LLC. As a result of the sale, the Company recognized a net gain of approximately $ 5.9 million, which is reported as part of Other income (expense), net in the Condensed Consolidated Statements of Operations. The transaction is also subject to customary post-close purchase price adjustments which are not expected to be material and cannot be reasonably estimated as of June 30, 2026.

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See “Note 3 - Investments” for detail on the Company’s investment in Domestic Solana Fund, which is accounted for using the equity method.

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On July 14, 2026, the Company closed its previously announced private offering of $ 600.0 million principal amount of 8.500 % Senior Notes. The Notes were issued pursuant to an indenture (the “Indenture”) dated as of July 14, 2026 among the Company, certain of the Company’s domestic wholly-owned subsidiaries as guarantors (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes accrue interest at a rate of 8.50 % per annum, payable semiannually in arrears on January 31 and July 31 of each year, beginning on January 31, 2027. The Notes will mature on July 31, 2031, unless earlier repurchased or redeemed.

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Concurrently with, and as a result of, the issuance of the Notes, the Company terminated the Bridge Loan Facility effective July 14, 2026. Prior to its termination, there were no outstanding borrowings under the Bridge Loan Facility, and no early termination penalties were incurred as a result of the cancellation. Refer to “Note 6 - Debt” for further information regarding the Bridge Loan Facility.

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The Company intends to use the net proceeds to fund the cash consideration payable in connection with its previously announced Merger, for general corporate purposes, and to pay fees and expenses related to the offering. If the proposed acquisition of Kiavi is not completed, the net proceeds from this offering will be used for general corporate purposes. Refer to “Note 10 - Commitments and Contingencies” for further information on the proposed acquisition of Kiavi.

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The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to certain voluntary reclassifications, a voluntary change in accounting principle, and immaterial error corrections made to the previously reported Condensed Consolidated Financial Statements for the three and six months ended June 30, 2025. These items include changes in the presentation of marketable securities income and customer deposit liability activity within the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows, a change in accounting principle for payment stablecoins, and a correction to the presentation of retained beneficial interests in loan securitizations within the Condensed Consolidated Statements of Cash Flows. See “Note 2 - Summary of Significant Accounting Policies” in the Condensed Consolidated Financial Statements for further detail. In addition, the Management’s Discussion and Analysis of Financial Condition and Results of Operations may have other immaterial corrections and reclassifications that management has deemed necessary to conform prior period presentation to current period presentation for comparability.

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On June 10, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), to acquire Kiavi, Inc., a Delaware corporation (“Kiavi”), a market leading AI-powered lending platform for residential real estate investors used to buy, renovate, and resell properties.

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Under the terms of the Merger Agreement, at the closing of the Merger (the “Closing”), we will pay an aggregate of approximately $532.4 million in cash to Kiavi equity holders, subject to customary purchase price adjustments set forth in the Merger Agreement, including for Kiavi's cash, indebtedness, transaction expenses, operating net working capital, and warehouse working capital.

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On July 14, 2026, we closed a private offering of $600.0 million principal amount of 8.500% Senior Notes due 2031 (the “Notes”). The net proceeds from the offering were $586.5 million. We intend to utilize the net proceeds from the offering to fund the cash consideration payable in connection with the proposed acquisition of Kiavi, as well as for general corporate purposes and to pay fees and expenses related to the Notes. The completion of the offering was not conditioned on the completion of the Kiavi acquisition and if the Kiavi acquisition is not completed, the net proceeds will be used for general corporate purposes.

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Concurrently with, and as a result of the issuance of the Notes, we terminated the Bridge Loan Facility that was entered into concurrent with the Merger Agreement. Refer to “Note 14 - Subsequent Events” in the Condensed Consolidated Financial Statements for further information regarding the issuance of the senior notes.

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The obligation to consummate the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of a number of customary closing conditions set forth in the Merger Agreement. In addition, the obligation of us to consummate the Merger is subject to the satisfaction or waiver of certain additional conditions, including the completion of a pre-closing restructuring, the contemporaneous closing of the sale of a subsidiary of Kiavi to a newly formed joint venture between the Company and a third party immediately prior to the Merger, and obtaining certain governmental and regulatory licenses and approvals. The Merger Agreement contains representations, warranties and covenants that are customary for a transaction of this nature.

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The Merger Agreement contains mutual termination rights for Kiavi and Figure under certain conditions, as defined in the Merger Agreement. The Merger Agreement also contains a termination right for us if Kiavi has not delivered the Requisite Stockholder Consent (as defined in the Merger Agreement) to us prior to the date specified in the Merger Agreement. Under the Merger Agreement, we may be required to pay a termination fee to Kiavi of $25.0 million if the Merger Agreement is terminated by us under certain conditions, as defined in the Merger Agreement.

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liquidity pools and a $0.8 million decrease in the fair value of United States Dollar Tether holdings, partially offset by immaterial increases in the fair value of other digital assets.

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On June 10, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), to acquire Kiavi.

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Concurrently with the execution of the Merger Agreement, we entered into a commitment letter with Bank of America, N.A., BofA Securities, Inc. and Barclays Bank PLC, pursuant to which Bank of America, N.A. and Barclays Bank PLC committed, subject to the satisfaction of customary conditions, to provide us with a 364-day bridge loan facility in an aggregate principal amount not to exceed $600.0 million. As of June 30, 2026, there were no outstanding borrowings under the Bridge Loan Facility.

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On July 14, 2026, we closed on a private offering of $600.0 million principal amount of 8.500% Senior Notes due 2031. The net proceeds from the offering were $586.5 million. Concurrently with, and as a result of the issuance of the Senior Notes, the Company terminated the Bridge Loan Facility effective July 14, 2026. If the Kiavi acquisition does not close, the proceeds from the Notes will be used for general corporate purposes. Interest payments for the Notes are due semi-annually in arrears on January 31 and July 31 of each year, beginning on January 31, 2027. The Notes will mature on July 31, 2031, unless earlier repurchased or redeemed.

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the deconsolidation, see “Note 7 - Equity - Noncontrolling Interests in Consolidated Subsidiaries”, in the Condensed Consolidated Financial Statements.

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Other information

On June 11, 2026, Michael Tannenbaum, the Company's Chief Executive Officer, entered into a new trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 60,315 shares of the Company's Class A common stock until February 18, 2027. On the same date, Mr. Tannenbaum also terminated his previous agreement which was entered into on December 3, 2025 and was set to expire on August 27, 2026.

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On June 16, 2026, Horsley Capital Partners LLC, an entity for which the beneficial owner is Adam Boyden, a member of the Company’s Board of Directors, entered into a new trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 57,780 shares of the Company's Class A common stock until September 13, 2027.

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10-Q against the 10-K

The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Aug 14, 2026 against Item 1A of the 10-K filed Mar 16, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its risk factors:
The Company's business, results of operations, and financial condition are subject to various risks described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to the risk factors identified in the Company's Annual Report on Form 10-K as filed on March 16, 2026 for the fiscal year ended December 31, 2025.

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1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.

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