Figma, Inc.

S-11 figma-sx1.htm S-1

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

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIGMA, INC.

(Exact name of registrant as specified in its charter)

760 Market Street, Floor 10

San Francisco, California 94102

(415) 890-5404

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

Dylan Field

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

760 Market Street, Floor 10

San Francisco, California 94102

(415) 890-5404

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

Approximate date of commencement of proposed sale to the public:

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

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

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

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

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

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

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

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

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

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

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

Securities Exchange Act of 1934, as amended.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

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

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

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

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

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

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

be between $ and $ per share.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

arrangements.

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

consider before buying shares of our Class A common stock.

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

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

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

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

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

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

Prospectus dated , 2025

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

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

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

SUBJECT TO COMPLETION, DATED , 2025

PRELIMINARY PROSPECTUS

i

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

distribution of this prospectus.

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

and our subsidiaries.