Figure Technology Solutions (FIGR) & Kiavi: What the Filings Say

Who owns Kiavi: the chain, in the filings' own words

The September 1, 2026 Form 8-K (Item 2.01, accession 0001493152-26-040931) says Project Mason Merger Sub, Inc., a Figure subsidiary, merged with and into Kiavi, “with Kiavi surviving as a wholly owned subsidiary of the Company.” Kiavi's own site says the same thing at the lender level: “Kiavi Funding LLC NMLS #1125207 is a subsidiary of Figure Technology Solutions, Inc.” (Kiavi press release, September 1, 2026). Above Figure, voting control sits with the Class B holders: Class B shares carry ten votes against one for Class A, there were 37,893,047 Class B shares outstanding on August 7, 2026, and the 10-K says the Class B holders control approximately 68% of the combined voting power as of December 31, 2025.

Figure signed the merger agreement on June 10, 2026 with Kiavi and Fortis Advisors LLC, which acts for Kiavi's securityholders. The 8-K does not list who those securityholders are, and it does not name the “third party” in the joint venture described below.

The three prices

Why the numbers differ is not answered in the filings. The 8-K of June 10 says one of Figure's closing conditions was “the contemporaneous closing of the sale of a subsidiary of Kiavi to a newly formed joint venture between the Company and a third party.” Kiavi's release describes a joint venture of Figure and Sixth Street that is acquiring “Kiavi’s balance sheet assets.” The September 1 8-K, by contrast, says Figure's own payment bought Kiavi's technology platform and the DSCR loans on Kiavi's balance sheet. The two descriptions are not reconciled, and Figure's Q3 10-Q, due after the November results, is the first filing likely to show what Figure consolidated. As of October 14, 2026 the EDGAR filing list shows no 8-K/A after the September 1 8-K.

The merger agreement also set the downside: a $25,000,000 termination fee payable by Figure in specified cases (if Figure terminated because the deal was not completed by the End Date, or the sale agreement ended, while the licence condition was unmet and the other conditions were satisfied), and an End Date of November 30, 2026. Both fell away on September 1: the 8-K says “All closing conditions were satisfied or waived at or prior to the closing of the Merger.”

How the deal was paid for

The notes are general unsecured senior obligations guaranteed by Figure's domestic wholly owned subsidiaries and were sold to qualified institutional buyers under Rule 144A, so they are not a retail product. They pay interest on January 31 and July 31 starting January 31, 2027 and mature July 31, 2031. Before July 31, 2028 Figure can redeem at 100% of principal plus a make-whole premium; on a change of control it must offer to repurchase at 101%. The indenture limits Figure's ability to borrow more, pay dividends, make investments and sell assets, among other things.

At 8.500% on $600 million the notes cost $51.0 million a year in interest (our arithmetic, 600 x 0.085). For scale, Figure's net income was $134.3 million in 2025 and $132.5 million in the first six months of 2026. The $13.5 million gap between the $600.0 million principal and the $586.5 million of net proceeds is offering cost (our arithmetic).

What Figure was before Kiavi

Figure describes itself as a blockchain-native capital marketplace. Its filings show the product that actually pays the bills is home-equity lines: “HELOCs comprised over 98% of our total loan originations” in 2025 (10-K). Kiavi, which Figure's 10-Q describes as “a market leading AI-powered lending platform for residential real estate investors used to buy, renovate, and resell properties,” is a different book: business-purpose investor loans, short-term and DSCR rental loans. That is what the deal changes.

Sources: 10-K filed March 16, 2026 (2024 and 2025); Q2 earnings release furnished August 13, 2026 (Q2 and first-half 2026). In the second quarter Figure Connect, the part of the marketplace where third parties sell loans to buyers, was $2.77 billion of the $4.26 billion, and Figure's net take rate was 3.6%. Net revenue in 2025 was about 49% above 2024 (our arithmetic).

On October 6, 2026 Figure reported preliminary Q3 volume of $5.119 billion, at the high end of its $4.8 to $5.2 billion guidance, with September at $1.783 billion. That figure, the release says, “excludes volume originated on the Kiavi platform following the September 1, 2026 closing”. It adds: “Kiavi loan volumes for the approximate one-month period post Merger will be included with Figure’s Q3 2026 financial results, to be released in November.”

What Kiavi adds: Figure's claims versus its filings

Figure's SEC filings do not give Kiavi's revenue, earnings, loan balance or origination volume. The numbers that exist are in the June 10 and September 1 press releases on kiavi.com, which are company statements, not audited figures.

Read those as Figure's own pitch. The comparison works only if Kiavi's volume and revenue are defined the way Figure defines its own, and the filings do not say they are. The first filed evidence will be Figure's Q3 2026 10-Q.

How Figure funds and sells loans, and what is not said about Kiavi

Figure's 10-K says it sells loans it originates: “We routinely sell HELOCs, and in the past we have also sold personal loans, mortgage loans and Figure Pay credit loans, with servicing rights retained.” Between sales it carries them on warehouse lines and a retained-interest facility. The 10-Q shows the book as it stood on June 30, 2026, before Kiavi:

What the filings do not say is how Kiavi's loans will be funded and sold under Figure. The September 1 8-K says Kiavi's credit agreement was repaid and the Deutsche Bank repurchase agreement terminated, so those two lines are gone. It does not mention Kiavi's securitization shelf, and neither does any other Figure filing we read. Kiavi's own footer says that since September 1, 2026 “All DSCR and Rental Loans are originated and funded by Figure Lending LLC dba Figure,” with some bridge loans also originated by Figure Lending and the rest by Kiavi Funding, LLC.

Risks Figure discloses, and the gap

The gap is the point. The risk factors that apply to a $590 million purchase of an investor-loan platform were not written yet when the 10-K was filed, and the 10-Q says nothing changed. A reader who wants the full picture should wait for the Q3 10-Q and any 8-K/A with Kiavi financial statements, and should not assume either exists on a particular date.

Figure Technology stock: what the filings do and do not give

The documents we saved give the IPO price, not a market price: Figure sold shares at $25.00 in its September 2025 IPO, 31,500,000 shares in all, of which 23,506,605 were new shares (proceeds to the company $552,405,218 before expenses). On August 7, 2026 there were 185,672,153 Class A shares (net of treasury), 37,893,047 Class B shares and 812,672 shares of a separate Blockchain common stock. We do not multiply those by a price here because no filing gives one. On October 2, 2026 Figure filed an automatic shelf registration (Form S-3ASR) that lets it offer debt securities, preferred stock, common stock, warrants, purchase contracts and units later; the prospectus does not name an offering.

What a reader can do with this

• If you hold or are considering FIGR: the deal changed the balance sheet (a $600 million note at 8.500% in July) and the business mix (investor loans alongside HELOCs), and the filings give no Kiavi earnings yet. The documents to wait for are the Q3 2026 results and 10-Q in November. Everything about price, valuation and whether to own it is outside what the filings can answer.
• If you have or want a Kiavi loan: Kiavi's footer says DSCR and rental loans are originated and funded by Figure Lending LLC dba Figure since September 1, 2026, and some bridge loans by Kiavi Funding, LLC, so read which entity is named on your loan documents. This page does not say anything about Kiavi's rates, terms or service; our Kiavi review, Kiavi vs Lima One and DSCR lender legitimacy check cover those from other sources.
• If you are comparing investor lenders: the best DSCR lenders page, the best fix-and-flip lenders page and What Is a DSCR Loan? put lenders side by side.

FAQ

All figures are from Figure Technology Solutions' SEC filings read on EDGAR on October 14, 2026 (CIK 2064124): Forms 8-K of June 10, July 6, July 9, July 14, September 1 and October 7, 2026 (accessions 0001493152-26-028126, 0000950103-26-010230, 0000950103-26-010474, 0000950103-26-010619, 0001493152-26-040931, 0001493152-26-046036), the Q2 earnings release furnished August 13, 2026 (0002064124-26-000031), the Form 10-Q filed August 14, 2026 (0001628280-26-057061), the Form 10-K filed March 16, 2026 (0002064124-26-000009), the IPO prospectus (424B4, 0002064124-25-000013) and the Form S-3ASR of October 2, 2026 (0000950103-26-015133), plus Kiavi's press releases of June 10 and September 1, 2026 on kiavi.com, which are company statements. Percentages, the annual interest cost and the comparisons to Figure's 2025 figures are our arithmetic. Kiavi pays CrowdfundedWealth a referral fee when a new customer we send closes a loan, which is why the lender box above is marked as paid; nothing on this page evaluates Kiavi's loans.