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Figma, Inc.

Filed Jul 1, 2025.

View on SEC.gov

About this filing

A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Jul 1, 2025

FIG$18.81+2.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

CAPITALIZATION

The following table sets forth our cash, cash equivalents, and marketable securities, and our capitalization

as of March 31, 2025, on:

an actual basis;

a pro forma basis, giving effect to (i) the Capital Stock Conversion, (ii) the Class B Conversion,

(iii)the Option Exercise and the receipt by us of gross proceeds of approximately $18.8 million in

connection with the Option Exercise; (iv)the filing and effectiveness of our restated certificate of

incorporation that will become effective immediately prior to the completion of this offering, (v) an

increase to additional paid-in capital and accumulated deficit related to stock-based

compensation of $ million associated with the RSU Net Settlement, (vi) the net issuance of

shares of Class A common stock in connection with the RSU Net Settlement, after

withholding shares to satisfy estimated tax withholding and remittance obligations of

$ million (based on the assumed initial public offering price of $ per share, and an

assumed % tax withholding rate), (vii) the net issuance of shares of Class B common

stock in connection with the RSU Net Settlement, after withholding shares to satisfy

estimated tax withholding and remittance obligations of $ million (based on the assumed

initial public offering price of $ per share, and an assumed % tax withholding rate),

(viii) the borrowing of an aggregate of $ million under the Revolving Credit Facility to pay

the estimated tax withholding and remittance obligations in connection with the RSU Net

Settlement prior to the closing of this offering, and (ix) the related $ million net increase in

total debt and total liabilities and the corresponding $ million decrease in additional paid-in

capital resulting from (A) the RSU Net Settlement and related tax withholding and remittance

obligations and (B) the subsequent use of proceeds from the Revolving Credit Facility to repay

such tax withholding and remittance obligations prior to the closing of this offering; and

a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above,

(ii) the sale and issuance of shares of our Class A common stock in this offering at an

assumed initial public offering price of $ per share, which is the midpoint of the offering price

range set forth on the cover page of this prospectus, after deducting estimated underwriting

discounts and commissions and estimated offering expenses payable by us, and (iii) the

application of approximately $ million of the net proceeds from this offering to repay the

entire outstanding amount under the Revolving Credit Facility.

The information below is illustrative only and our capitalization following this offering will be adjusted

based on, among other things, the actual initial public offering price and other terms of this offering

determined at pricing, the actual tax withholding rates, as well as the actual amount of RSUs settled in

connection with this offering. You should read this table together with our consolidated financial

statements and the accompanying notes, and the section titled “Management’s Discussion and Analysis

of Financial Condition and Results of Operations,” that are included elsewhere in this prospectus.

As of March 31, 2025
ActualPro FormaPro Forma asAdjusted(1)
(In thousands, except per share data)
Cash, cash equivalents, and marketable securities ...............$1,541,805$$
Total debt ......................................................................................—
Total liabilities ...............................................................................544,391
Stockholders’ equity:
Convertible preferred stock; $0.00001 par value per share; 247,861 shares authorized, 245,999 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted ................................................................................329,441
Preferred stock; $0.00001 par value per share; no shares authorized, issued and outstanding, actual; 200,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted .......—
Class A common stock; $0.00001 par value per share; 586,500 shares authorized, 124,313 shares issued and outstanding, actual; 10,000,000 shares authorized, shares issued and outstanding, pro forma; 10,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted .............1
Class B common stock; $0.00001 par value per share; 118,956 shares authorized, 90,747 shares issued and outstanding, actual; 350,000 shares authorized, shares issued and outstanding, pro forma; 350,000 shares authorized, shares issued and outstanding, pro forma as adjusted .................................—
Class C common stock; $0.00001 par value per share; no shares authorized, issued and outstanding, actual; 1,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted .......—
Additional paid-in capital ........................................................1,186,815
Accumulated other comprehensive income ......................2,135
Accumulated deficit ................................................................(148,028)
Total stockholders’ equity .................................................1,370,364
Total capitalization ........................................................$1,370,364$$

(1)Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the

offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash,

cash equivalents, and marketable securities, additional paid-in capital, total stockholders’ equity, and total capitalization by

$ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the

same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by

us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of our Class A common stock offered by

us would increase (decrease) the amount of our pro forma as adjusted cash, cash equivalents, and marketable securities,

additional paid-in capital, total stockholders’ equity, and total capitalization by $ million, assuming that the assumed initial

public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and

estimated offering expenses payable by us. In addition, each 1.0% increase (decrease) in the tax withholding rate would

increase (decrease) the amount of tax withholding and remittance obligations related to the RSU Net Settlement and increase

(decrease) cash, cash equivalents, and marketable securities, additional paid-in capital, total stockholders’ equity, and total

capitalization by $ million, assuming that the assumed initial public offering price remains the same, that the number of

shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after

deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase

(decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set

forth on the cover page of this prospectus, would increase (decrease) the amount of tax withholding and remittance obligations

related to the RSU Net Settlement and increase (decrease) cash, cash equivalents, and marketable securities, additional paid-

in capital, total stockholders’ equity, and total capitalization by $ million, assuming that the tax withholding rate remains

the same, that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus,

remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by

us. If the underwriters’ over-allotment option is exercised in full, the pro forma as adjusted amount of each of cash, cash

equivalents, and marketable securities, additional paid-in capital, total stockholders’ equity, and total capitalization would

increase by $ million, and after deducting estimated underwriting discounts and commissions and estimated offering

expenses payable by us, and we would have shares of our Class A common stock issued and outstanding, pro forma

as adjusted.

Class B Conversion, the Option Exercise, and the RSU Net Settlement), and excludes:

Plan, with a weighted-average exercise price of $9.77 per share;

RSUs outstanding as of March 31, 2025 under the 2012 Plan for which the service-based vesting

condition was not satisfied as of March 31, 2025 and for which we expect the performance-based

vesting condition will be satisfied in connection with this offering (we expect that the satisfaction

of the service-based vesting condition of certain of these RSUs through , 2025, the

expected date of this offering, will result in the net issuance of shares of our Class A

common stock in connection with this offering, after withholding an aggregate

of shares of Class A common stock to satisfy the associated estimated tax

withholding and remittance obligations (based on the assumed initial public offering price of

$ per share, which is the midpoint of the offering price range set forth on the cover

page of this prospectus, and an assumed % tax withholding rate));

RSUs outstanding as of March 31, 2025 under the 2021 Plan for which the service-based vesting

condition and/or market-based vesting condition, if applicable, were not satisfied as of March 31,

2025 and for which we expect the performance-based vesting condition will be satisfied in

connection with this offering (we expect that the satisfaction of the service-based vesting

condition of certain of these RSUs through , 2025, the expected date of this offering,

will result in the net issuance of shares of our Class B common stock in connection

with this offering, after withholding an aggregate of shares of Class B common stock

to satisfy the associated estimated taxwithholding and remittance obligations (based on the

assumed initial public offering price of $ per share, which is the midpoint of the

offering price range set forth on the cover page of this prospectus, and an

85,053,649 sharesof our common stock reserved for future issuance under our equity

RSUs settleable for shares of our Class A common stock granted after March 31, 2025),

(ii) 1,002,167 shares of our Class B common stock available for future issuance under our 2021

Plan as of March 31, 2025(which amount is prior to an increase of 28,960,338 shares of our

Class B common stock reserved for future issuance under the 2021 Plan after March 31, 2025

and does not reflect RSUs settleable for shares of our Class B common stock granted after

March 31, 2025), (iii)58,000,000 shares of our Class A common stock available for future

issuance under our 2025 Plan, which will become effective on the date immediately prior to the

date of this prospectus, and (iv) 11,600,000 shares of our Class A common stock reserved for

issuance under our 2025 ESPP, which will become effective on the date of this prospectus.

On the date of this prospectus, any remaining shares of our Class A common stock available for issuance

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.