FIG 10-K & 10-Q changes, risk factors and insider trading
Figma, Inc. · NYSE · Services-Prepackaged Software · CIK 1579878 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
New heading “If we are unable to accurately measure, attribute, and bill for usage under credit-based, usage-based, or outcome-based billing models, or to provide sufficient transparency and controls over such usage, our business, operating results, financial condition, and future prospects could be adversely affected.”
Removed heading “Over time, we expect to introduce products, features, and services, or otherwise implement pricing and packaging models, that are billed differently than on a per-seat subscription basis, which could adversely affect our business, operating results, financial condition, and future prospects.”
Largest changes
“If we are unable to accurately measure, attribute, and bill for usage under credit-based, usage-based, or outcome-based billing models, or to provide sufficient transparency and controls over such usage, our business, operating results, financial condition, and future prospects could be adversely affected.”see in full comparison
“Over time, we expect to introduce products, features, and services, or otherwise implement pricing and packaging models, that are billed differently than on a per-seat subscription basis, which could adversely affect our business, operating results, financial condition, and future prospects.”see in full comparison
In addition to AWS, we also depend on other third-party providers for services that are critical to the operation of our platform and business, including content delivery, identity and access management, payment processing, analytics and monitoring, and certain AI-related services. In particular, we have significant purchase commitments with a limited number of foundational AI model providers and a material portion of our AI features currently depend on models from them. Any of these third-party providers may experience outages, capacity constraints, cybersecurity incidents, business interruptions, or financial distress, may have their models restricted, suspended, or rendered unavailable as a result of export control, sanctions, or other governmental action, or may change pricing, service levels, security or compliance requirements, or contractual terms. If any such provider fails to perform as expected, if our access is limited or terminated, or if we are required to transition to alternative providers on shortsee in full comparisonnotice,notice for any reason, we could experience service degradation or outages, delayed product development, increased costs, billing and collections disruption, and customer dissatisfaction, any of which could adversely affect our business, operating results, and financial condition.
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, Figma Draw, and Figma Weave insee in full comparison2025.2025, and to integrate generative AI and code-related capabilities across our platform, including through AI-powered design generation, agentic workflows, and native code layers. 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. For example, we have offered, and expect to continue offering, certain new products and features in beta form, in some cases at no charge to our customers. We may incur substantial costs, including in connection with AI inference and AI-inference related fraud and abuse, infrastructure, and support, in connection with our offerings before, or without ever, generating offsetting revenue from them. 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 credit-based, usage-based, or outcome-based pricing 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.
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 oursee in full comparisonplatform.platform or if our customers or potential customers reduce the size of their product development, design, and engineering workforces in response to the perceived or actual capabilities of AI to perform work previously completed by human designers, developers, and other collaborators. 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. Our seat-based subscription model may become less aligned with customer value creation as AI automates or consolidates work that historically required multiple users. In response to any industry changes resulting from AI, we may need to make further changes to our pricing, packaging, and billing practices, including potential changes to our seat-based subscriptionmodel.model or to the way we offer and charge for our AI products and features. If we are unable to adapt our pricing and packaging models quickly and effectively, our revenue growth, margins, business, operating results, and financial condition could be negatively impacted.
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,see in full comparisonandFigma Sites, Figma Make, Figma Buzz, Figma Draw, and Figma Weave in 2025. Over the last few years we have integrated generative AI and code-related capabilities across our platform, including through AI-powered design generation, agentic workflows, and native code layers. In addition, in March 2025, we implemented significant changes to our pricing, packaging, and billing models. In 2025, we introduced AI credits across all Figma seats. Starting in March 2026, we began enforcing AI credit limits and introduced flexible options for incremental usage, including monthly AI credit add‑ons to existing subscriptions or usage billed under a pay‑as‑you‑go model. Accordingly, we have a limited operating history at our current scale of business, and with our current product offerings and pricing, packaging, and billing models, which makes it difficult to evaluate our current business, future prospects, and other trends. For example, we have experiencedanperiods of expansion in our Net Dollar Retention Rate (as defined in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” contained within this Quarterly Report on Form 10-Q)throughout 2024 subsequent to our launch of Dev Mode in 2023.. However, 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 marketing investments, expanding our operations both domestically and internationally, and integrating AI, including generative AI, into our platform. We also expect to continue 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 or estimates about our future revenue and expenses, or the assumptions underlying such predictions or estimates, may not be as accurate as they would be if we had a longer operating history at our current scale of business, and with our current product offerings and pricing, packaging, and billing models, or if we 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.
Full comparison: every changed paragraph (56)
•develop new offerings and functionality for our platform and successfully optimize our existing products and services, including through the integration of AI into our platform;
Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results in any given period to fall below expectations.
•changes in the mix of various aspects of our business, including, but not limited to, self-service and sales ledsales-led offerings, the proportion of business generated in the United States and internationally, and the adoption rates among our various pricing packages;
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, Figma Draw, and Figma Weave in 2025. Over the last few years we have integrated generative AI and code-related capabilities across our platform, including through AI-powered design generation, agentic workflows, and native code layers. In addition, in March 2025, we implemented significant changes to our pricing, packaging, and billing models. In 2025, we introduced AI credits across all Figma seats. Starting in March 2026, we began enforcing AI credit limits and introduced flexible options for incremental usage, including monthly AI credit add‑ons to existing subscriptions or usage billed under a pay‑as‑you‑go model. Accordingly, we have a limited operating history at our current scale of business, and with our current product offerings and pricing, packaging, and billing models, which makes it difficult to evaluate our current business, future prospects, and other trends. For example, we have experienced anperiods of expansion in our Net Dollar Retention Rate (as defined in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” contained within this Quarterly Report on Form 10-Q) throughout 2024 subsequent to our launch of Dev Mode in 2023.. However, 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 marketing investments, expanding our operations both domestically and internationally, and integrating AI, including generative AI, into our platform. We also expect to continue 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 or estimates about our future revenue and expenses, or the assumptions underlying such predictions or estimates, may not be as accurate as they would be if we had a longer operating history at our current scale of business, and with our current product offerings and pricing, packaging, and billing models, or if we 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.
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.platform or if our customers or potential customers reduce the size of their product development, design, and engineering workforces in response to the perceived or actual capabilities of AI to perform work previously completed by human designers, developers, and other collaborators. 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. Our seat-based subscription model may become less aligned with customer value creation as AI automates or consolidates work that historically required multiple users. In response to any industry changes resulting from AI, we may need to make further changes to our pricing, packaging, and billing practices, including potential changes to our seat-based subscription model.model or to the way we offer and charge for our AI products and features. If we are unable to adapt our pricing and packaging models quickly and effectively, our revenue growth, margins, business, operating results, and financial condition could be negatively impacted.
In March 2026, we introduced the ability for third-party AI agents to create and modify real design assets directly in Figma files through our MCP server. Customers may also use, or third parties may develop, tools that automate or orchestrate workflows on our platform (including through browser extensions, plugins, scripts, bots, or other third-party tools). The introduction of AI agents or other third-party tools on our platform could reduce the number of paid seats required for a given level of output, circumvent or undermine our intended pricing and packaging controls, increase platform load, or create fraud and abuse risk. If we are unable to detect and effectively monetize such activity, or if we restrict or limit such tools and customers react negatively, our revenue, margins, growth, and reputation could be adversely affected. In addition, we are evaluating consumption-based pricing and metering mechanisms for our developer platform, such as rate limits and usage-based charges for access to certain APIs,application programming interfaces (“APIs”), MCPs, or other programmatic access to our platform. The introduction, adjustment, or deferral of any such pricing or metering approach may not generate the revenue we expect, may accelerate seat-replacement dynamics rather than offset them, and may cause customer dissatisfaction or contract disputes. Any such approach may also increase complexity for our customers and our sales, finance, and support teams, may create disagreement over whether such usage should be charged to a customer, a third-party agent provider, or a third-party model provider, may not align with customer expectations, and may not generate the revenue or margins we expect.
If we are unable to accurately measure, attribute, and bill for usage under credit-based, usage-based, or outcome-based billing models, or to provide sufficient transparency and controls over such usage, our business, operating results, financial condition, and future prospects could be adversely affected.
Over time, we expect to introduce products, features, and services, or otherwise implement pricing and packaging models, that are billed differently than on a per-seat subscription basis, which could adversely affect our business, operating results, financial condition, and future prospects.
Further, adoption of AI products and features by larger organizations may depend on our ability to provide enterprise-grade administrative controls, permissioning, governance, transparency, and policy management. EnterpriseSome of our enterprise customers mayand prospective enterprise customers require the ability to control which users, groups, teams, or business units can access AI features, which models can be used, how usage is allocated or pooled, how spending is capped or approved, and how outputs and prompts are governed for compliance or security purposes. If we do not provide such controls in a timely manner, or if customers or prospective customers determine that our controls are inadequate for their governance, compliance, procurement, or budgeting requirements, they may delay deployment, limit purchases, reduce usage, or choose competitive offerings, which could adversely affect our business, operating results, financial condition, and future prospects.
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 modelsmodels, including our recent and any future pricing changes, broader industry trends, including reductions in the size of product development, design, and engineering workforces driven in response to the perceived or actual capabilities of AI to perform work previously completed by human designers, developers, and other collaborators, and the effects of general economic conditions and uncertainty in financial markets.
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 thatand may use administrative controls we provide to inhibit the number of seat upgrades on our platform. This may 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.
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, Figma Draw, and Figma Weave in 2025.2025, and to integrate generative AI and code-related capabilities across our platform, including through AI-powered design generation, agentic workflows, and native code layers. 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. For example, we have offered, and expect to continue offering, certain new products and features in beta form, in some cases at no charge to our customers. We may incur substantial costs, including in connection with AI inference and AI-inference related fraud and abuse, infrastructure, and support, in connection with our offerings before, or without ever, generating offsetting revenue from them. 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 credit-based, usage-based, or outcome-based pricing 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.
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 increasedongoing, and likely increasing, investment will be required inover the futuretime 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. Our announced or perceived AI roadmap and product strategy may create heightened expectations among customers and investors, and if we fail to meet those expectations, our business, operating results, financial condition, and future prospects could be adversely affected.
Our AI products and features may depend on a limited number of third-party model providers or other AI technology partners that may at the same time offer competing products, seek to intermediate end-user relationships directly, influence customer preferences through their own platforms or marketplaces, or otherwise reduce the differentiated value of software companies that build on top of their models. If such providers limit our access, change economic terms, prioritize their own products or strategic partners, or otherwise reduce our ability to differentiate or monetize our offerings, our business, operating results, and financial condition could be adversely affected.
Competition in AI-enabled products and workflows may be especially intense with respect to pricing and margins. Certain competitors, including larger platform providers, model providers, AI-native companies, or well-capitalized startups, may offer competing AI-powered functionality at very low prices, bundle such functionality into broader offerings, subsidize usage for extended periods, or operate at margins that are lower than those historically associated with our core software products. Such practices may condition customers to expect AI functionality to be included at low or no incremental cost and may make it difficult for us to price our AI products and features, including more AI-native or media-intensive offerings, in a manner that offsets inference, model access, hosting, support, safety, and other associated costs. These risks may be more pronounced for certain newer offerings or workflows that rely more heavily on third-party model usage or that have materially different cost structures than our more established products. If we are unable to compete effectively in this environment or if the economics of our AI products and features are less favorable than those of our historical offerings, our revenue growth, gross margins, operating margins, and financial condition could be adversely affected.
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 ifwhether 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. For example, we, or our customers, may choose, or be required, not to use some high-performing or low-cost open-source models due to security, compliance, export control, sanctions, procurement, or reputational considerations. If our competitors use such models and no comparable alternative is available, we could be at a competitive disadvantage and our business, operating results, and financial condition may be harmed as a result. In the future, we may seek to co-train or otherwise customize AI models with third parties or using additional datasets. Efforts to co-train, fine-tune, or otherwise customize AI models may also require significant expenditures on compute, data preparation, evaluation, experimentation, infrastructure, and personnel, and such efforts may need to be repeated as base models, model providers, customer expectations, or legal and regulatory requirements evolve. These efforts may be costly, may not result in durable performance improvements, may become obsolete more quickly than anticipated, may require us to share or process additional data with third parties or in new environments, and could increase risks related to data rights, privacy, security, confidentiality, intellectual property, regulatory compliance, and partner dependency, any of which could adversely affect our business and reputation.
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, take a different approach to building digital experiences, or automatically generate and iterate on designs and code through a prompt or with limited human input. 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,AI in or as an alternative to dedicated design workflows, 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.
•market acceptance of our recent, and any future, pricing, packaging, and billing model changes;
OurCertain of 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. For example, AI-enabled offerings by large platform companies, AI model providers and other technology providers, whether standalone or embedded in broader platforms, could reduce the perceived value of our standalone offerings and pressure our pricing and market position. OurCertain of 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.
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, Figma Draw, and Figma Weave in 2025, as well as the generative AI and code-related capabilities integrated across our platform, including AI-powered design generation, agentic workflows, and native code layers, 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 further 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 further widespread adoption within the markets in which we operate, our business, operating results, financial condition, and future prospects could be adversely affected.
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 or contractual commitments. Standards and expectations regarding AI safety, acceptable outputs, and appropriate safeguards are evolving and may differ across our industry, customers, regulators, and the public, including across different geographies, cultures, and political environments, and there may be no consensus on what constitutes safe behavior for a given use case. We may be unable or unwilling to implement controls that satisfy all such expectations,expectations. and ourOur decisions about whether and how to restrict or moderate AI outputsoutputs, and which AI technologies to use, including with respect to open-source and open-weight models, could result in customer dissatisfaction, reputational harm, or regulatory scrutiny. Certain AI technologies have come under public scrutiny due to allegations that they generate inaccurate, incomplete, or misleading content, introduce unintended biases, and produce other discriminatory or unexpected results, errors, or inadequacies. Consumer and societal attitudes toward AI are evolving and there is a risk that regulators or the public may perceive AI technologies negatively. Concerns about automation, automated decision-making, privacy, security, transparency, and other ethical considerations could deter AI adoption. The insurance coverage we maintain may not extend to all AI-related risks we may face, and may not cover us for all losses for errors or omissions caused by AI.
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 certain limited or specific third-party software and infrastructure providers. 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. Providers may also experience capacity constraints or prioritize other customers,customers or strategic partners, which could limit the availability or performance of our AI features. 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 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. In addition, if our AI features do not provide customers with sufficient administrative controls, transparency, documentation, or governance capabilities, customers may determine that such products and features are not suitable for regulated, security-sensitive, or enterprise use cases, which could reduce adoption, increase contractual disputes, or heighten scrutiny by regulators.
Already, certain existing legal regimes, for example, relating to data privacy, regulate certain aspects of AI technologies, and new laws regulating AI technologies have recently entered into force in the United States and the EEA. In the United States, while there is anno ongoing tension between the states and thecomprehensive federal governmentAI overlegislation, howa best to regulate the use of AI. Agrowing number of U.S. states, such as California and Colorado,states have proposed or enacted laws regarding automated decision‑making, algorithmic discrimination, use of AI in employment contexts, and so-called “high‑risk” AI technologies (mandating, among other provisions, requirements for risk management, impact assessments, consumer notices, and human oversight),technologies, which may impact our use of AI and AI-powered tools. However, the status of such laws is currently uncertain as the federal government takes steps towards establishing broad federal AI regulation that could preempt all or some state law. Any such additional regulation 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”) establishes a comprehensive, risk-based governance framework for AI in the EU market. TheOnce fully implemented, the EU AI Act will have a material impact on the way AI is regulated in the EU, as it applies to companies 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 substantial fines for breaches. 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, services, or operating procedures in certain jurisdictions if the laws, regulations, or decisions regarding AI technologies 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 and compliance 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.
•risks related to an acquired company’s development, integration, or use of AI;
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 Agreement and Plan of Merger (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.
The imposition of tariffs, border taxes, or other barriers to trade may directly or indirectly impact our business, operating results, and financial condition, 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 announced or implemented tariffs,tariffs on imported goods from most countries, certain of which have been temporarily suspended or delayed, on imported goods from most countriesinvalidated and selectreplaced with alternative tariff measures that remain subject to ongoing legal challenge. 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.
We rely on information technology systems to process, transmit, and store electronic information, including on systems 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 defects or errors, fire, flood, acts of war, terrorism, armed conflicts, global pandemics, natural disasters, power outages, systems disruptions, system conversions, system updates, or human error. We have experienced, and may in the future experience, defects and other performance problems, including the failure of our applications to perform properly, which has led to loss of customer stored files. Our existing monitoring, controls, safety systems, data backup, access protection, user management, contracts with third-party vendors, and information technology emergency planning may not be sufficient to detect or 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 our operations or reduce our operating efficacy.
Our AI credit, usage-based, and rate-limiting systems have experienced, and in the future may alsocontinue containto experience, defects, errors, or ambiguities, including with respect to usage attribution, balance calculations, limit enforcement, refresh timing, pooled allocations, invoices, or customer-facing reporting. For example, we have experienced, and may continue to experience, errors in the application of AI credits. If these systems fail to operate as intended, customers may be overcharged or undercharged, unexpectedly lose access, consume credits in connection with failed or interrupted outputs, or be unable to understand or verify usage, which could result in credits, refunds, disputes, litigation, regulatory scrutiny, and reputational harm.
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 stakeholders. 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, including those taken in a personal capacity or unrelated to their roles at our company, 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, certain users, customers, employees, or members of the public at large have disagreed with, or found objectionable, and may in the future continue to disagree with, or find objectionable, business practices or organizational decisions, including, but not limited to, with respect to our pricing, packaging, or billing models, 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, including those taken in a personal capacity or unrelated to their roles at our company, 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.
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 over time as our customer base grows, which could adversely affect our business, operating results, and financial condition.
In addition to AWS, we also depend on other third-party providers for services that are critical to the operation of our platform and business, including content delivery, identity and access management, payment processing, analytics and monitoring, and certain AI-related services. In particular, we have significant purchase commitments with a limited number of foundational AI model providers and a material portion of our AI features currently depend on models from them. Any of these third-party providers may experience outages, capacity constraints, cybersecurity incidents, business interruptions, or financial distress, may have their models restricted, suspended, or rendered unavailable as a result of export control, sanctions, or other governmental action, or may change pricing, service levels, security or compliance requirements, or contractual terms. If any such provider fails to perform as expected, if our access is limited or terminated, or if we are required to transition to alternative providers on short notice,notice for any reason, we could experience service degradation or outages, delayed product development, increased costs, billing and collections disruption, and customer dissatisfaction, any of which could adversely affect our business, operating results, and financial condition.
We primarily derive revenue from sales of subscriptions for access to our platform, which is typically recognized on a ratable 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 is not reflected in full in our operating results until future periods.
Over time, we may continue to introduce new products and services, or implement new billing models, the revenue for which may be recognized differently than on a ratable basis. We may have reduced visibility into the timing of recognition for such revenue, and may experience volatility in the revenue we recognize from such products and services or under such billing models period-over-period, which may make it more difficult for us to accurately plan and forecast our operating results.
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 entities, highly regulated entities,organizations, 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 customerscustomers, governmental entities, and highly regulated organizations 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.
Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.
•government certification, software supply chain or cybersecurity requirements applicable to us or our platform may change and, in doing so, restrict our ability to sell into the governmental sector and to highly regulated organizations until we have attained the revised certification or meet other new requirements (for example, although we are currently 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 entities; further, the U.S. federal government recently identified Anthropic PBC (“Anthropic”) as a supply chain risk and directed all federal agencies to cease use of Anthropic’s products, including Claude, the large language model on which we have built the AI features embedded in our governmental offerings, and, although the implementation of this directive has been the subject of ongoing litigation and mayis becurrently modified,enjoined stayed,as orto invalidated,government entities, if a government-wide ban of Anthropic is upheld in whole or in part and we are unable to find a suitable replacement on a timely basis, on competitive terms, or at all, our sales to governmental entities and highly regulated organizations could suffersuffer, and even if the ongoing litigation is resolved in Anthropic’s favor that may not fully restore customer confidence or reverse contracting decisions made by affected governmental entities and highly regulated organizations prior to such resolution);
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.companies Inand volatility in the past,price weof our Class A common stock. We have usedin the past used, and expect to continue to use, 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.
In addition, we are subject to evolving laws, regulations, policies, and international accords relating to matters beyond our products and services, including, but not limited to, environmental sustainability, climate change, human capital, and employment matters. In particular, we face challenges inherent in effectively and efficiently managing a workforce across a large number of jurisdictions, many of which have differing labor law requirements, including the need to implement appropriate systems, policies, benefits, and compliance programs. If areas of our workforce were to organize, we may face operational constraints, which could adversely impact our culture, business, operating results, and financial condition. To our knowledge, none of our employees in the United States are currently represented by a labor union. Certain of our employees outside of the United States are,are in the process of establishing, and an increasing number may in the future be,become subject toto, mandatory works council, employee representation, or collective bargaining arrangements in accordance with local laws or sector-wide collective agreements, including in jurisdictions where we have established or are establishing direct employment relationships in place of professional employer organization arrangements. These challenges are accentuated by the use and proliferation of emerging technologies within our business, including AI-related technologies, the regulation of which is becoming increasingly complex, including with respect to labor laws and hiring practices. Compliance with such laws, regulations, and policies may require significant investment and expense. Further, if we fail to implement the necessary programs, frameworks and principles for compliance, our reputation, business, operating results, and financial condition may be adversely affected.
From time to time, we have and may in the future be subject to claims, suits, and other legal proceedings. Regardless of the outcome, legal proceedings can have an adverse impact on us because of legal costs and diversion of management attention and resources, and could cause us to incur significant expenses or liability, adversely affect our brand recognition, or require us to change our business practices. The expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect our business, operating results, financial condition, and future prospects. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties that would adversely affect our business, operating results, financial condition, or cash flows in a particular period. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders requiring a change in our business practices. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have an adverse effect on our business, operating results, financial condition, and future prospects.
WeUnder currently applicable rules and regulations, we expect our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting commencing with our second Annual Report on Form 10-K. We also expect that we will be required to include an annual management report on the effectiveness of our internal control over financial reporting commencing with our second Annual Report on Form 10-K. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation and management reporting requirements of Section 404 of the Sarbanes-Oxley Act that will apply starting with our second Annual Report on Form 10-K. However, the SEC has proposed amendments to its filer status framework that, if adopted in their current form, could delay the timing of our transition out of emerging growth company status and extend certain accommodations currently available to us as an emerging growth company beyond such transition, including the exemption from these auditor attestation requirements. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, operating results, financial condition, and future prospects. We have hired and expect to continue to hire additional employees to assist us in complying with these requirements, and we may also engage outside consultants, either of which will increase our operating expenses.
In addition, regulationsRegulations and standards relating to corporate governance and public disclosure, including the Exchange Act, Sarbanes-Oxley Act, and rules and regulations implemented by the SEC, have increased legal and financial compliance costs and make some compliance activities more time-consuming. We have invested, and will continue to invest, resources to comply with evolving laws, regulations, and standards, and this investment has resulted, and will continue to result, in increased general and administrative expenses and may divert management’s time and attention from our other business activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. In connection with our IPO, we increased our directors’ and officers’ insurance coverage, which increased our insurance-related costs. Moreover, in the future, it may be more expensive or more difficult for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain and maintain the same or similar coverage. These factors would also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Quarterly Report on Form 10-Q. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, equity, the fair value of our Class A common stock prior to our IPO, and the amount of revenue and expenses, including stock-based compensation, that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our condensed consolidated financial statements include, but are not limited to, those related to,to stock-based compensation, including the estimation of the underlying fair value of common stock prior to our IPO andIPO, the estimation of the fair value of market-based awards.awards, reserves for uncertain tax positions, and the realizability of deferred tax assets. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of industry or financial analysts and investors, potentially resulting in a decline in the market price of our Class A common stock.
We cannot predict the prices at which our Class A common stock will continue to trade. The market price of our Class A common stock depends on a number of factors, including, but not limited to, those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating results. In addition, the current limited public float of our Class A common stock will tend to increase the volatility of the trading price of our Class A common stock, which may be further increased due to retail investor interest.interest, until the expiration of the Extended Lock-Up Period, as defined and described further below. Since our IPO, the trading price of our Class A common stock has experienced significant volatility. For example, our Class A common stock has traded as high as $124.63 per share on the first day of trading following our IPO and, during the three months ended MarchJune 31,30, 2026, traded as low as $20.16$16.60 per share. The trading price of our Class A common stock may continue to be volatile and decline further, including for reasons unrelated to our operating performance, such as valuation compression due to investor sentiment regarding software, AI, or obsolescence risk. You may not be able to resell your shares at or above the price you paid for them, and could lose all or part of your investment in our Class A common stock. Factors that could cause fluctuations in the market price of our Class A common stock include, but are not limited to, the following:
•the expiration of contractual lock uplock-up agreements and sales of shares of our Class A common stock by us or our stockholders;
•market or analyst focus on seat count, seat growth, or other per-seat metrics as a perceived indicator of the impact of AI agents on demand for seat-based software;
•actual or rumored actions instituted by activist stockholders or others, and our response to such actions;
As of MarchJune 31,30, 2026, Mr. Field and Evan Wallace, our other co-founder, collectively held substantially all of the issued and outstanding shares of our Class B common stock. Moreover, pursuant to an irrevocable proxy granted by Mr. Wallace and the Wu-Wallace Family Trust (the “Wallace Proxy”), an affiliate of Mr. Wallace, to Mr. Field, Mr. Field has the complete and unlimited authority to act, in his sole discretion, on their behalf, to vote any number of shares of our capital stock, owned or beneficially held by them at any time and from time to time (the “Wallace Proxy Shares”) on all matters submitted to a vote of stockholders at a meeting of stockholders or through the solicitation of a written consent of stockholders and for any contractual voting rights that may be applicable to the Wallace Proxy Shares.
As of MarchJune 31,30, 2026, Mr. Field held approximately 72.3%70.8% of the voting power of our outstanding capital stock, including 23.8%20.7% of the voting power subject to the Wallace Proxy, which voting power may increase over time upon the exercise or settlement of equity awards held by Mr. Field. As a result, Mr. Field is able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions. Mr. Field may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company, and might ultimately affect the market price of our Class A common stock. In addition, we and Mr. Field are party to a Nominating Agreement under which we and Mr. Field are required to take certain actions to include Mr. Field in the slate of nominees nominated by our Board of Directors for the applicable class of directors (or the full Board of Directors, if the Board of Directors is not classified at such time), include him in our proxy statement, cause our Board of Directors, subject to their fiduciary duties, to recommend in favor of Mr. Field’s election or re-election to our Board of Directors and solicit proxies or consents in favor of electing Mr. Field to our Board of Directors.
(c)we expect that up to an additional 27.5% of the aggregate number of shares of Class A common stock held by the Extended Lock-Up Holders (approximately 61.1 million shares) will bewere released and maybecame beavailable transferred,for distributed,transfer, distribution, or soldsale at the discretion of the Extended Lock-Up Holders beginning at the commencement of trading on May 18, 2026; and (d)we expect that the remainder of the shares of Class A Commoncommon Stockstock held by the Extended Lock-Up Holders (approximately 77.7 million shares) will be released and may be transferred, distributed, or sold at the discretion of the Extended Lock-Up Holders and the Extended-Lock-UpExtended Lock-Up Period will terminate on the earlier of (i)at the commencement of trading on the second trading day after the date that we announce earnings for the quarter ending June 30, 2026 and (ii) August 31,7, 2026.
When the Extended Lock-Up Period expires, the Extended Lock-Up Holders will be able to sell our shares in the public market, subject to compliance with Rule 144 under the Securities Act. In addition, we may release all or some portion of the shares subject to the Extended Lock-Up Agreement prior to the expiration of the Extended Lock-Up Period at any time. Sales of a substantial number of such shares upon expiration of the Extended Lock-Up Period, or the perception that such sales may occur, or early release of all or some portion of the shares subject to the Extended Lock-Up Agreement, could cause the market price of Class A common stock to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.
PortionsIn June 2026, Mr. Field voluntarily forfeited, for no consideration, the portions of the 2025 CEO Service Award and the 2025 CEO Stock Price Award (each as defined and described further in Note 8 “Stockholders’ Equity—RSUs” to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q) arethat were expected to settle in July 2026, in each case so long as Mr. Field continues to provide qualifying service to us as of such date.2026. The remaining portions of the 2025 CEO Stock Price Award and 2025 CEO Service Award are unaffected and will vest and settle from time to time in accordance with the terms of the applicable award, in each case so long as Mr. Field continues to provide qualifying service to us as of the applicable vesting dates. To the extent shares subject to Mr. Field’s awards are net settled, the settlement could result in significant cash expenditures by us. Alternatively, to the extent we use the sell-to-cover method for settlement, the settlement will result in dilution to our stockholders and could increase volatility in the trading price of our Class A common stock.
As of MarchJune 31,30, 2026, we had stock options and RSUs outstanding that, if fully exercised or vested and settled, as applicable, would result in the issuance of 6,672,6295,643,150 shares of Class A common stock and 53,055,38465,483,635 shares of Class A common stock, respectively. In addition, as of MarchJune 31,30, 2026, we had RSUs outstanding that, if fully vested and settled, would result in the issuance of 28,960,33826,581,453 shares of Class B common stock. All of the shares of Class A common stock issuable upon the exercise or settlement of stock options or RSUs, and the shares reserved for future issuance under our equity incentive plans, are registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance, subject to applicable vesting requirements.
We could be an emerging growth company for up to five years following the completion of our IPO, although circumstances could cause us to lose that status earlier, including if we are deemed to be a “large accelerated filer,” whichwhich, under currently applicable rules and regulations, occurs when the market value of our common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, or if we have total annual gross revenue of $1.235 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, in which case we would no longer be an emerging growth company immediately. However, the SEC has proposed amendments to its filer status framework that, if adopted in their current form, could delay the timing of our transition out of emerging growth company status or extend certain accommodations currently available to us as an emerging growth company beyond such transition.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act, upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.
Management's Discussion & Analysis (MD&A)
Largest changes
With the addition of these new products and increasing AI functionality across our platform, Figma has expanded to help teams go from idea to shipped product all in one place. We believe AI will continue to accelerate this journey by helping users of all skill levels to ideate, iterate, and build faster. Over the last few years we have integrated generative AI and code-related capabilities across our platform, including through AI-powered design generation, agentic workflows, and native code layers. We are continuing to invest in AI so our customers can continue to innovate and push what is possible on our platform. We have also made acquisitions that expand Figma’s capabilities, such as Payload CMS, Inc., a leading open-source headless content management system, and Weavy Inc., now Figma Weave, which brings the world’s leading AI models together with professional editing tools on a single, browser-based canvas.see in full comparison
“Sales and marketing expenses increased by $113.9 million, or 68%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. …”see in full comparison
“Cost of revenue increased by $81.8 million, or 173%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to $60.8 million of higher technical infrastructure and hosting costs relating to AI and increased usage of our platform by paid users, and an $11.5 million increase in employee-related costs driven by $7.6 million of stock-based compensation expense and related employer payroll taxes we recognized after and as a result of the completion of our IPO in July 2025. …”see in full comparison
During thesee in full comparisonthreesix months endedMarchJune31,30, 2025, operating activities provided$97.2$159.6 million in cash. The primary factors affecting our cash flows during this period were our net income of$44.9$73.1 million and net cash inflows of$38.5$77.0 million from changes in our operating assets and liabilities, adjusted for$13.8$9.5 million from non-cash charges. The non-cash charges primarily consisted of$8.3 million in unrealized loss from the remeasurement of equity securities, $4.7$9.7 million of amortization of deferred commissions,and $4.1$8.7 million of non-cash operating leasecosts.costs, $7.5 million of stock-based compensation expense, net of amounts capitalized, and $5.1 million of depreciation and amortization, partially offset by $13.9 million in unrealized gains from the remeasurement of equity securities and $9.0 million in net accretion of discounts on marketable securities. The cash provided from changes in our operating assets and liabilities was primarily due to a$25.3$51.8 million increase in deferred revenue related to increasedbillingsbillings, a $19.8 million increase in accrued compensation and benefits as a result of our increased headcount associated with the growth of our business and implementation of a company-wide annual bonus program, and an$18.0$8.7 milliondecrease in accounts receivable, net, reflecting anincrease incollections.accrued and other current liabilities. These amounts were partially offset by a$9.2$10.3 million increase inprepaid expenses andothercurrent assets, primarily driven by prepaid hosting services.assets.
“Research and development expenses increased by $187.3 million, or 122%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. …”see in full comparison
During thesee in full comparisonthreesix months endedMarchJune31,30, 2026, operating activities provided$97.3$158.2 million in cash. The primary factors affecting our cash flows during this period were our net loss of$142.4$254.6 million, adjusted for$205.1$373.3 million from non-cash charges, and net cash inflows of$34.6$39.4 million from changes in our operating assets and liabilities. The non-cash charges primarily consisted of$169.0$316.6 million of stock-based compensation expense, net of amountscapitalized,capitalized$15.6and $20.0 million in unrealized losses from the remeasurement of equitysecurities, and $6.5 million of amortization of deferred commissions.securities. The cash provided from changes in our operating assets and liabilities was primarily due to a$32.3 million increase in deferred revenue related to increased billings and a $59.5$56.6 million decrease in accounts receivable, reflecting an increase in collectionsdrivenandbya $31.4 million increase in deferred revenue related to increasedbillings in the prior period.billings. These amounts were partially offset by a$44.0$43.6 million decrease in accrued compensation and benefits, which includes the impact of a $56.1 million payment under our annual corporate bonusprogram, and a $18.2 million increase in other assets.program.
Full comparison: every changed paragraph (42)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2026. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk,risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” appearing elsewhere in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks, and assumptions associated with these statements.
With the addition of these new products and increasing AI functionality across our platform, Figma has expanded to help teams go from idea to shipped product all in one place. We believe AI will continue to accelerate this journey by helping users of all skill levels to ideate, iterate, and build faster. Over the last few years we have integrated generative AI and code-related capabilities across our platform, including through AI-powered design generation, agentic workflows, and native code layers. We are continuing to invest in AI so our customers can continue to innovate and push what is possible on our platform. We have also made acquisitions that expand Figma’s capabilities, such as Payload CMS, Inc., a leading open-source headless content management system, and Weavy Inc., now Figma Weave, which brings the world’s leading AI models together with professional editing tools on a single, browser-based canvas.
We believe that the number of Paid Customers with more than $10,000 in ARR on our platform is an important indication of the value that our products deliver. We define a Paid Customer with more than $10,000 in ARR as a Paid Customer with a total of $10,000 or more of ARR as of the last day of the (1) A customer account is considered active when seats are provisioned to the customer at the start of their subscription. In cases where contracts are signed but not provisioned as of the last date of the applicable period of measurement, the customer account is counted as active if provisioning takes place no more than 15 days after the last day of the applicable period of measurement.
$10,000 in ARR as a Paid Customer with a total of $10,000 or more of ARR as of the last day of the applicable period of measurement. We believe that $10,000 in ARR is an important threshold, as it is a strong indicator of significant paid usage of our products.
(1)Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 includes the impact of a $56.1 million payment under our annual corporate bonus program, accrued during the year ended December 31, 2025, with no comparable payment in the prior year period.
AI and Related Costs. As a part of our product innovation, we have made and will continue to make significant investments to integrate AI, including generative AI, into our platform. We expect that the use of AI technologies and our investments to integrate AI into our platform will impact our business, operating results, and financial condition. For example, in the short-term, we expect that our AI investments and use of AI technologies, including spend on AI inference and model training, will impact our cost of revenue, research and development expenses, and sales and marketing expenses, which we expect to negatively impact our gross margins and operating margins. These costs may also fluctuate from period to period as we implement operational and platform changes intended to manage usage and optimize the efficiency of our AI-related spend. Given the newness and rapid development of these technologies, the impacts on our gross margins and operating margins, and our business, operating results, financial condition, and future prospects over the longer term are currently unknown.
General and administrative. Our general and administrative expenses consist primarily of employee-related costs, including stock-based compensation and related employer payroll taxes, for our legal, finance, human resources, and other administrative teams, as well as certain executives. In addition, general and administrative expenses include general business expenses, professional services fees, software subscription fees, and allocated overhead. We expect to continue to incur additional expenses as a result of operating as a newly public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services. Over time, we expect that our general and administrative expenses will increase in absolute dollars relative to our general and administrative expenses prior to 2025, as our business grows. However, we anticipate that general and administrative expenses will decrease as a percentage of revenue over time, although these expenses may fluctuate as a percentage of our revenue from period-to-period depending on the timing of these expenses.
Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025 Revenue and Cost of Revenue
Revenue and Cost of Revenue
Revenue increased by $105.2$120.4 million, or 46%,48%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase in revenue was primarily driven by growth and expansion in total Paid Customers, as the number of Paid Customers with more than $10,000 in ARR and Paid Customers with more than $100,000 in ARR increased by 37%34% and 48%,46%, respectively, as of MarchJune 31,30, 2026 compared to the prior year.
Cost of revenue increased by $49.2$32.6 million, or 253%,117%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a $33.7$27.1 million increase in technical infrastructure and hosting costs relating to AI and increased usage of our platform by paid users, anand $8.7a $2.8 million increase in employee-related costs primarily driven by $5.6$2.0 million of stock-based compensation expense and related employer payroll taxes we recognized inafter connectionand withas a result of the completion of our initial public offering (our “IPO”) in July 2025,2025. andThere $4.4was also an increase of $2.3 million ofin higherpayment amortizationprocessing offees capitalizeddriven internal-useby softwarethe developmentgrowth costsin andPaid acquired intangibles from acquisitions.Customers.
Research and development expenses increased by $103.0$84.3 million, or 147%,101%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a $93.3$70.8 million increase in employee-related costs primarily driven by $84.8$58.1 million of stock-based compensation expense and related employer payroll taxes we recognized inafter connectionand withas a result of the completion of our IPO in July 2025 and increased headcount due to the growth of our business, and a $4.5$10.1 million increase in technical infrastructure and hosting costs, primarily driven by AI-related costs as we improved and extended our product offerings and developed new technologies.
Sales and marketing expenses increased by $56.7$57.2 million, or 82%,58%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a $38.3$32.4 million increase in employee-related costs primarily driven by $25.0$19.0 million of stock-based compensation expense and related employer payroll taxes we recognized inafter connectionand withas a result of the completion of our IPO in July 2025,2025 and increased headcount due to the growth of our business, $8.0$13.5 million of higher technical infrastructure and hosting costs for users of our free version of Figma due to continuing growth in our user base and AI-related costs as we continued to roll out our AI offerings to free users during the period, and $5.4$5.0 million of higher spend related to marketing and advertising expenses.expenses, including due to our annual user conference.
General and administrative expenses increased by $73.4$65.8 million, or 243%,169%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to a $70.1$68.2 million increase in employee-related costs primarily driven by $67.3$64.7 million of stock-based compensation expense and related employer payroll taxes we recognized inafter connectionand withas a result of the completion of our IPO in July 2025.
Other Incomeincome, (Expense), Netnet
Other income (expense),income, net decreased by $11.6$29.4 million, or 159%,79%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was due to a $26.5 million unfavorable change in the fair value of equity securities, primarily due to a $7.3shift million increase in total unrealized losses on equity securities, which was primarily driven byfrom an unrealized lossgain on our investment in a Bitcoin exchange traded fund,fund andduring athe $3.3three millionmonths remeasurementended June 30, 2025 to an unrealized loss onduring ourthe Bitcointhree investment.months ended June 30, 2026.
The provision for income taxes decreased by $1.5$8.4 million, or 68%,77%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The provision for income taxes recorded for the three months ended MarchJune 31,30, 2026 was primarily due to taxes in foreign jurisdictions. The provision for income taxes recorded in the three months ended MarchJune 31,30, 2025 was primarily due to our estimated U.S. federal taxable income position as of MarchJune 31,30, 2025.
Comparison of the Six Months Ended June 30, 2026 and 2025
Revenue and Cost of Revenue
Revenue increased by $225.7 million, or 47%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in revenue was primarily due to the addition of new Paid Customers, as our number of Paid Customers with more than $10,000 in ARR and Paid Customers with more than $100,000 in ARR increased by 34% and 46%, respectively, as of June 30, 2026 compared to the prior year.
Cost of revenue increased by $81.8 million, or 173%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to $60.8 million of higher technical infrastructure and hosting costs relating to AI and increased usage of our platform by paid users, and an $11.5 million increase in employee-related costs driven by $7.6 million of stock-based compensation expense and related employer payroll taxes we recognized after and as a result of the completion of our IPO in July 2025. There was also an increase of $4.7 million in payment processing fees driven by the growth in Paid Customers.
Research and Development
Research and development expenses increased by $187.3 million, or 122%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to a $164.1 million increase in employee-related costs driven by $142.9 million of stock-based compensation expense and related employer payroll taxes we recognized after and as a result of the completion of our IPO in July 2025 and increased headcount due to the growth of our business, and a $14.6 million increase in technical infrastructure and hosting costs, primarily driven by AI-related costs as we improved and extended our product offerings and developed new technologies.
Sales and Marketing
Sales and marketing expenses increased by $113.9 million, or 68%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to a $70.7 million increase in employee-related costs primarily driven by $44.0 million of stock-based compensation expense and related employer payroll taxes we recognized after and as a result of the completion of our IPO in July 2025 and increased headcount due to the growth of our business, $21.5 million of higher technical infrastructure and hosting costs for users of our free version of Figma due to continuing growth in our user base and AI-related costs as we continued to roll out our AI offerings to free users during the period, and $10.4 million of higher spend related to marketing and advertising expenses, including due to our annual user conference.
General and Administrative
General and administrative expenses increased by $139.2 million, or 201%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to a $138.4 million increase in employee-related costs primarily driven by $132.1 million of stock-based compensation expense and related employer payroll taxes we recognized after and as a result of the completion of our IPO in July 2025.
Other income, net
Other income, net decreased by $41.0 million, or 93%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was due to a $33.9 million unfavorable change in the fair value of equity securities, primarily due to a shift from an unrealized gain on our investment in a Bitcoin exchange traded fund during the six months ended June 30, 2025 to an unrealized loss during the six months ended June 30, 2026, and a $5.0 million remeasurement loss on our Bitcoin investment.
Provision for Income Taxes
The provision for income taxes decreased by $9.8 million, or 76%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The provision for income taxes recorded in the six months ended June 30, 2026 was primarily due to taxes in foreign jurisdictions. The provision for income taxes recorded in the six months ended June 30, 2025 was primarily due to our estimated U.S. federal taxable income position as of June 30, 2025.
As of MarchJune 31,30, 2026, our principal sources of liquidity were cash and cash equivalents of $405.7$445.8 million, digital assets, current of $15.7$15.8 million, which is comprised of holdings in USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars, and marketable securities of $1.2 billion. Our Revolving Credit Facility also serves as a source of liquidity. Cash and cash equivalents are comprised of bank deposits, money market funds, U.S. agency securities, U.S. treasury securities, corporate bonds, and commercial paper. Digital assets, current on the condensed consolidated balance sheets is comprised of USDC, a stablecoin redeemable on a one-to-one basis for U.S. dollars.USDC. Marketable securities are comprised of commercial paper, U.S. agency securities, U.S. treasury securities, corporate bonds, and a Bitcoin exchange traded fund. The majority of our cash and cash equivalents are held in the United States, with the remainder held in international regions to support our foreign operations. Since our inception, we have financed our operations primarily through proceeds from the issuance of our convertible preferred stock and common stock and cash generated from the sale of our products. OnDuring Augustthe 1,third quarter of 2025, we completed our IPO, in which we issued and sold an aggregate of 12.5 million shares of Class A common stock at a public offering price of $33.00 per share, resulting in net proceeds to us of approximately $393.1 million after deducting underwriting discounts and commissions, but before deducting offering expenses payable by us.
As of MarchJune 31,30, 2026, we held approximately 173 Bitcoins for investment purposes with a fair value of $11.8$10.1 million based on observable market prices, which is included within digital assets, non-current on the consolidated balance sheets. We expect to hold these Bitcoins for the long term, but will continue to reassess our Bitcoin investment relative to our balance sheet.
As of MarchJune 31,30, 2026, we had no outstanding balance under the Revolving Credit Facility and our total available borrowing capacity under the Revolving Credit Facility was $500.0 million. We were in compliance with all applicable covenants as of MarchJune 31,30, 2026.
During the threesix months ended MarchJune 31,30, 2026, operating activities provided $97.3$158.2 million in cash. The primary factors affecting our cash flows during this period were our net loss of $142.4$254.6 million, adjusted for $205.1$373.3 million from non-cash charges, and net cash inflows of $34.6$39.4 million from changes in our operating assets and liabilities. The non-cash charges primarily consisted of $169.0$316.6 million of stock-based compensation expense, net of amounts capitalized,capitalized $15.6and $20.0 million in unrealized losses from the remeasurement of equity securities, and $6.5 million of amortization of deferred commissions.securities. The cash provided from changes in our operating assets and liabilities was primarily due to a $32.3 million increase in deferred revenue related to increased billings and a $59.5$56.6 million decrease in accounts receivable, reflecting an increase in collections drivenand bya $31.4 million increase in deferred revenue related to increased billings in the prior period.billings. These amounts were partially offset by a $44.0$43.6 million decrease in accrued compensation and benefits, which includes the impact of a $56.1 million payment under our annual corporate bonus program, and a $18.2 million increase in other assets.program.
During the threesix months ended MarchJune 31,30, 2025, operating activities provided $97.2$159.6 million in cash. The primary factors affecting our cash flows during this period were our net income of $44.9$73.1 million and net cash inflows of $38.5$77.0 million from changes in our operating assets and liabilities, adjusted for $13.8$9.5 million from non-cash charges. The non-cash charges primarily consisted of $8.3 million in unrealized loss from the remeasurement of equity securities, $4.7$9.7 million of amortization of deferred commissions, and $4.1$8.7 million of non-cash operating lease costs.costs, $7.5 million of stock-based compensation expense, net of amounts capitalized, and $5.1 million of depreciation and amortization, partially offset by $13.9 million in unrealized gains from the remeasurement of equity securities and $9.0 million in net accretion of discounts on marketable securities. The cash provided from changes in our operating assets and liabilities was primarily due to a $25.3$51.8 million increase in deferred revenue related to increased billingsbillings, a $19.8 million increase in accrued compensation and benefits as a result of our increased headcount associated with the growth of our business and implementation of a company-wide annual bonus program, and an $18.0$8.7 million decrease in accounts receivable, net, reflecting an increase in collections.accrued and other current liabilities. These amounts were partially offset by a $9.2$10.3 million increase in prepaid expenses and other current assets, primarily driven by prepaid hosting services.assets.
Cash Provided by (Used in) Investing Activities
Net cash used in investing activities during the threesix months ended MarchJune 31,30, 2026 was $7.4$13.7 million, which was primarily due to the purchase of marketable securities of $262.9$420.6 million andmillion, capital expenditures of $7.8$14.5 million, and purchase of intangible assets of $2.8 million, partially offset by proceeds from sales and maturities of marketable securities of $263.9$426.3 million.
Net cash used in investing activities during the six months ended June 30, 2025 was $33.6 million, which was primarily due to the purchase of marketable securities of $525.6 million, the purchase of digital assets of $30.0 million, $21.0 million of cash paid for business combinations, and the capitalization of internal-use software development costs of $2.4 million, partially offset by proceeds from sales and maturities of marketable securities of $548.3 million.
Net cash provided by investing activities during the three months ended March 31, 2025 was $41.3 million, which was primarily due to the proceeds from sales and maturities of marketable securities of $283.3 million, partially offset by the purchase of additional marketable securities of $238.8 million.
Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 was $87.5$101.3 million, which was primarily due to $116.2$161.6 million used to pay the employee portion of taxes related to the net share settlement of equity awards, partially offset by proceeds from option exercises of $28.9$47.3 million and proceeds from the issuance of shares of Class A common stock under our 2025 ESPP of $13.2 million.
Net cash provided by financing activities during the threesix months ended MarchJune 31,30, 2025 was $0.3$15.8 millionmillion, andwhich was fromprimarily due to proceeds from option exercises.exercises of $20.7 million, partially offset by $3.5 million used to pay deferred offering costs and $1.4 million used to pay for issuance costs on the Revolving Credit Facility.
FIG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 29 filings (9 insiders, 17 trade dates, 2,084,777 shares, about $53.0M; 25 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -2,084,777 (purchases minus sales); net value about -$53.0M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Herb Tyler |
Open-market sale |
1,418 | $21.62 | $30.7K |
| 2026-10-05 | Mulligan Brendan |
Open-market sale |
20,701 | $21.74 | $450.0K |
| 2026-10-01 | Mulligan Brendan |
Shares withheld for tax | 9,436 | $21.02 | $198.3K |
| 2026-10-01 | Herb Tyler |
Shares withheld for tax | 1,838 | $21.02 | $38.6K |
| 2026-10-01 | Melwani Praveer |
Shares withheld for tax | 7,037 | $21.02 | $147.9K |
| 2026-10-01 | Voskanian Shaunt |
Shares withheld for tax | 8,080 | $21.02 | $169.8K |
| 2026-09-03 | Mulligan Brendan |
Open-market sale |
64,606 | $25.73 | $1.7M |
| 2026-09-03 | Mulligan Brendan |
Open-market sale |
44,500 | $26.35 | $1.2M |
| 2026-09-03 | Herb Tyler |
Open-market sale |
1,416 | $26.29 | $37.2K |
| 2026-09-01 | Melwani Praveer |
Shares withheld for tax | 7,037 | $27.49 | $193.4K |
| 2026-09-01 | Mulligan Brendan |
Shares withheld for tax | 9,435 | $27.49 | $259.4K |
| 2026-09-01 | Voskanian Shaunt |
Shares withheld for tax | 8,080 | $27.49 | $222.1K |
| 2026-09-01 | Herb Tyler |
Shares withheld for tax | 1,838 | $27.49 | $50.5K |
| 2026-08-28 | Lilly Iii John Osborne |
Other | 5,460 | — | — |
| 2026-08-28 | Lilly Iii John Osborne |
Other | 330,306 | — | — |
| 2026-08-28 | Mulligan Brendan |
Open-market sale |
80,699 | $29.21 | $2.4M |
| 2026-08-28 | Mulligan Brendan |
Open-market sale |
130,800 | $30.15 | $3.9M |
| 2026-08-28 | Mulligan Brendan |
Open-market sale |
100 | $30.89 | $3.1K |
| 2026-08-27 | Herb Tyler |
Open-market sale |
2,000 | $30.00 | $60.0K |
| 2026-08-27 | Reed Andrew Phillips |
Other | 713,067 | — | — |
| 2026-08-27 | Reed Andrew Phillips |
Other | 14,533 | — | — |
| 2026-08-27 | Reed Andrew Phillips |
Other | 143,536 | — | — |
| 2026-08-27 | Reed Andrew Phillips |
Other | 35,223 | — | — |
| 2026-08-27 | Reed Andrew Phillips |
Other | 58,892 | — | — |
| 2026-08-27 | Reed Andrew Phillips |
Other | 2,215,239 | — | — |
| 2026-08-25 | Reed Andrew Phillips |
Other | 2,215,239 | — | — |
| 2026-08-25 | Reed Andrew Phillips |
Other | 713,067 | — | — |
| 2026-08-25 | Reed Andrew Phillips |
Other | 14,533 | — | — |
| 2026-08-25 | Reed Andrew Phillips |
Other | 143,536 | — | — |
| 2026-08-25 | Reed Andrew Phillips |
Other | 35,320 | — | — |
| 2026-08-25 | Reed Andrew Phillips |
Other | 58,892 | — | — |
| 2026-08-21 | Herb Tyler |
Open-market sale |
1,840 | $27.14 | $49.9K |
| 2026-08-11 | Rimer Daniel H. |
Other | 703,594 | — | — |
| 2026-08-11 | Rimer Daniel H. |
Other | 55,684 | — | — |
| 2026-08-11 | Rimer Daniel H. |
Other | 2,758,691 | — | — |
| 2026-08-11 | Rimer Daniel H. |
Other | 23,150 | — | — |
| 2026-08-11 | Index Ventures Vi Parallel Entrepreneur Fund (Jersey) Lp |
Other | 23,150 | — | — |
| 2026-08-11 | Index Ventures Vi Parallel Entrepreneur Fund (Jersey) Lp |
Other | 703,594 | — | — |
| 2026-08-11 | Index Ventures Vi Parallel Entrepreneur Fund (Jersey) Lp |
Other | 55,684 | — | — |
| 2026-08-11 | Index Ventures Vi Parallel Entrepreneur Fund (Jersey) Lp |
Other | 2,758,691 | — | — |
| 2026-08-10 | Rimer Daniel H. |
Open-market sale | 12,475 | $25.39 | $316.7K |
| 2026-08-10 | Index Ventures Vi Parallel Entrepreneur Fund (Jersey) Lp |
Open-market sale | 12,475 | $25.39 | $316.7K |
| 2026-08-07 | Lilly Iii John Osborne |
Other | 6,825 | — | — |
| 2026-08-07 | Lilly Iii John Osborne |
Other | 406,168 | — | — |
| 2026-08-07 | Greylock Xiv Gp Llc |
Other | 730,257 | — | — |
| 2026-08-07 | Greylock Xiv Gp Llc |
Other | 13,144,577 | — | — |
| 2026-08-05 | Voskanian Shaunt |
Open-market sale |
30,000 | $27.91 | $837.3K |
| 2026-08-04 | Herb Tyler |
Open-market sale |
709 | $26.00 | $18.4K |
| 2026-08-04 | Voskanian Shaunt |
Open-market sale |
7,726 | $26.96 | $208.3K |
| 2026-08-04 | Voskanian Shaunt |
Open-market sale |
1,000 | $25.42 | $25.4K |
| 2026-08-04 | Voskanian Shaunt |
Open-market sale |
4,099 | $26.30 | $107.8K |
| 2026-08-04 | Rasmussen Kris |
Open-market sale |
196,397 | $25.53 | $5.0M |
| 2026-08-04 | Melwani Praveer |
Open-market sale |
12,900 | $26.29 | $339.1K |
| 2026-08-04 | Melwani Praveer |
Open-market sale |
24,200 | $26.96 | $652.4K |
| 2026-08-04 | Melwani Praveer |
Open-market sale |
2,900 | $25.44 | $73.8K |
| 2026-08-03 | Herb Tyler |
Open-market sale |
1,536 | $26.00 | $39.9K |
| 2026-08-01 | Voskanian Shaunt |
Shares withheld for tax | 12,008 | $24.32 | $292.0K |
| 2026-08-01 | Melwani Praveer |
Shares withheld for tax | 11,172 | $24.32 | $271.7K |
| 2026-08-01 | Mulligan Brendan |
Shares withheld for tax | 12,020 | $24.32 | $292.3K |
| 2026-08-01 | Rasmussen Kris |
Shares withheld for tax | 61,962 | $24.32 | $1.5M |
Well-known investors holding FIG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 12,727,784 | $230.2M | 0.17% | Added 14% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 7,581,377 | $137.1M | 0.08% | Added 168% |
| Baillie Gifford | 2026-06-30 | 5,569,944 | $100.8M | 0.09% | No change |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 5,411,251 | $97.9M | 0.15% | New position |
| ARK Investment Management (Cathie Wood) | 2026-06-30 | 3,042,015 | $55.0M | 0.36% | Reduced 10% |
| Renaissance Technologies | 2026-06-30 | 3,027,800 | $54.8M | 0.08% | Added 377% |
| Millennium Management (Israel Englander) | 2026-06-30 | 2,833,219 | $51.3M | 0.03% | Added 100% |
| D. E. Shaw & Co. | 2026-06-30 | 2,536,747 | $45.9M | 0.03% | New position |
| Tiger Global Management (Chase Coleman) | 2026-06-30 | 60,000 | $1.3M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 38,533 | $814.6K | — | Sold out |