Figma, Inc.
Filed Jul 1, 2025.
View on SEC.govAbout 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
Contents
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 | |||
|---|---|---|---|
| Actual | Pro Forma | Pro 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.