Figure Technology Solutions, Inc.

As filed with the Securities and Exchange Commission on November 17, 2025.

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

100 West Liberty Street, Suite 600

Reno, NV 89501

(917) 789-8049

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

Michael Tannenbaum

Chief Executive Officer

100 West Liberty Street, Suite 600

Reno, NV 89501

(917) 789-8049

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

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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 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 Exchange Act.

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 of 1933 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.

The information contained in this preliminary prospectus is not complete and may be changed. The securities may not be sold 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 neither we nor the selling stockholders are soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated November 17, 2025

PRELIMINARY PROSPECTUS

Up to Shares of Blockchain Stock

Up to shares of our Series A Blockchain Common Stock, par value $0.0001 per share (the “blockchain stock”) will be sold to investors in this offering. The selling stockholders identified in this prospectus have agreed to sell shares of Class A common stock to the underwriters in this offering. Upon receipt by the sales agents of payment for the blockchain stock being sold to purchasers in this offering, the underwriters will sell an equivalent number of shares of Class A common stock to us, and we will sell the same number of shares of blockchain stock to purchasers in this offering. Should any shares of Class A common stock acquired by the underwriters not be sold to us, the underwriters intend to sell such shares of Class A common stock into the open market, and the number of shares of blockchain stock sold in this offering will be reduced accordingly. The proceeds from the sale of blockchain stock will be used by us to pay for the Class A common stock. See “Plan of Distribution—Settlement Considerations.”

Each whole share of blockchain stock may be converted into one whole share of our Class A common stock, par value $0.0001 per share, at any time at the election of the holder. No fractional shares of Class A common stock will be issued. See the section titled “Description of Blockchain Stock.”

Prior to this offering, there has been no public market for the blockchain stock. The blockchain stock will be eligible for trading on our alternative trading system upon the completion of this offering. The blockchain stock will not be listed for trading on the Nasdaq Stock Market (“NASDAQ”) or any other national securities exchange. Our Class A common stock is listed on the NASDAQ under the ticker symbol “FIGR.” The last reported sale price of our Class A common stock on the NASDAQ on November 14, 2025 was $40.24 per share.

Blockchain stock will initially be transferable only to wallets that have gone through a Know Your Customer (“KYC”) and anti-money laundering onboarding process, consistent with applicable U.S. federal and state financial regulatory requirements. See “Description of Blockchain Stock—Trading.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings.

Investing in our blockchain stock or Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 32 to read about factors you should consider before deciding to invest in shares of our blockchain stock or Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission 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 “Plan of Distribution” for a description of the compensation payable to the underwriters.

We expect that the closing of the sale of the blockchain stock will take place on or about , 2025. Should any sales of shares of Class A common stock be made into the open market, we expect such sales to be made on or about , 2025.

Prospectus dated , 2025

TABLE OF CONTENTS

i

About this Prospectus

Figure Technology Solutions, Inc. (“FTS”), the registrant whose name appears on the cover of this registration statement, is a corporation incorporated under the laws of the State of Nevada.

In March 2024, we separated our business through a series of transactions in which Figure Lending Corp. (“FLC”) and Figure Markets Holdings, Inc. (“FMH”) were separated and began operating as separate businesses (the “Separation”). In connection with and to effectuate the Separation, FT (as defined below) created each of FMH and FTS, then named FT Intermediate, Inc., as direct wholly-owned subsidiaries of FT. Following the formation of these entities, we completed the Separation through a series of steps, which resulted in, (i) FLC being the sole owner of certain lending-related intellectual property and commercial contracts that were previously owned by FT, (ii) FTS becoming a holding company whose principal assets were the shares it held in FLC, (iii) FMH becoming a separate company, and (iv) FT being a wholly-owned subsidiary of FMH. On March 19, 2024, Figure Technologies, Inc. converted into Figure Technologies, LLC. As used in this prospectus, unless the context otherwise indicates, any reference to “FT” refers to Figure Technologies, LLC (f/k/a Figure Technologies, Inc.).

The board of directors of each of FLC and FMH made a determination that it is in the best interests of both entities to recombine the businesses. On August 29, 2025, we recombined the businesses through a series of transactions (the “Recombination”), and FMH became a wholly-owned subsidiary of FTS. Upon the consummation of the Recombination, FTS changed its name to Figure Technology Solutions, Inc. For additional information, see the section titled “Prospectus Summary—Organizational History.”

As a result of the Recombination, (i) FTS is a holding company with its principal assets consisting of shares in FLC and FMH, (ii) FTS is the sole shareholder of FLC and FMH, (iii) FMH is a wholly-owned subsidiary of FTS, and (iv) FTS operates and controls all of the business and affairs of FLC, FMH, and their respective direct and indirect subsidiaries. Except as otherwise disclosed in the prospectus included in this registration statement, the historical consolidated financial statements, the summary historical consolidated financial data, and the other financial information included in this registration statement are those of FTS and its consolidated subsidiaries after giving effect to the Recombination.

As used in this prospectus, unless the context otherwise indicates, any reference to “Figure,” “our Company,” “us,” “we,” and “our” refers to FTS, which as a result of the Recombination includes FMH, a Nevada corporation and a wholly-owned subsidiary of FTS, together with its consolidated subsidiaries.

Neither we, the selling stockholders nor any of the underwriters or sales agents have authorized anyone to provide you with information that is different from the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders nor the underwriters or sales agents take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, results of operations, financial condition, and prospects may have changed since that date.

This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Neither we, the selling stockholders nor any of the underwriters or sales agents 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. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

Except as otherwise disclosed in this prospectus, the historical consolidated financial statements, the summary historical consolidated financial data, and the other financial information included elsewhere in this prospectus have been prepared in U.S. dollars in accordance with accounting principles generally accepted in the United States

ii

(“GAAP”) and for the three and nine months ended September 30, 2025 and 2024, and the years ended December 31, 2024 and December 31, 2023 reflect the combined consolidated statements of FTS. This historical financial information does not give effect to this offering.

The Recombination by which FMH became a wholly-owned subsidiary of FTS was accounted for as a reorganization of entities under the common control of Michael Cagney. As a result, the Recombination is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Recombination carried over at their historical amounts. Therefore, the financial statements of FTS have been retrospectively recast to reflect the results as if FTI and FMH were a single consolidated entity as of the earliest period presented.

Glossary

The following are abbreviations and definitions of certain consumer credit, digital asset, and other terms used in this prospectus.

DART—Digital Asset Registration Technologies, our lien and eNote registry platform that utilizes the Provenance Blockchain.

DeFi—Decentralized Finance.

DSCR loans—Our debt service coverage ratio loan product.

Digitally native assets—Assets that are created, issued, recorded, and kept in a digital system, typically a distributed ledger technology, such as a blockchain. They are created and exist purely within the digital realm.

Figure-branded—When loans are originated using our LOS under the Figure brand.

Homogeneous loan origination—Loan origination protocols and processes that are based on the same pre-defined standards and underwriting criteria, which generate loans with similar characteristics and are comparable for purposes of evaluation, documentation and transfer of ownership.

Layer 1 blockchain—The foundational base layer of a blockchain network. It provides the core infrastructure for transactions, data validation, and consensus, and forms the fundamental framework upon which all other layers and applications are built.

Loss rates—Total amount of the unpaid balance of (i) loans originated by us that have been charged-off, foreclosed, and dismissed in bankruptcy, and (ii) non-performing loans that have been sold divided by the total amount of unpaid principal balance of loans originated by us.

Partner—An organization in our Partner-branded strategy. Our partners are typically mortgage originators, servicers, banks, wholesale brokers, and credit unions.

Partner-branded—When loans are originated using our LOS under our partners’ brands.

Real-world assets—Tangible assets with clear economic value, such as loans, stocks, bonds and real estate.

Smart contracts—a smart contract is a self-executing computer program that automatically enforces the terms of an agreement when predetermined conditions are met, without requiring intermediaries or manual intervention.

Standardized assets—Assets that have uniformity in characteristics, documentation, underwriting standards and processes. This standardization allows buyers and sellers of loans to streamline processes, improve efficiency and enhance transparency in the transacting of these assets.

Tokenized real-world assets—Physical or tangible assets that are represented on a blockchain through a digital token or marker. This token conveys ownership rights of the underlying asset to the holder and enables transfers of ownership to occur exclusively on the blockchain. If the owner wishes to remove the asset from the blockchain, they may do so by presenting the digital proof of ownership and reverting to traditional methods of asset transfer. To ensure there is no duplication of ownership records, the corresponding blockchain key is destroyed, eliminating

iii blockchain-based access to the asset. All parties with interests in the underlying real-world asset will typically participate in the transfer of ownership unless their interests remain unaffected by the digital conveyance. We tokenize loans by representing the digital loan note on the Provenance Blockchain at the time the loan is originated, and then using the blockchain to represent the owner of the loan as the loan is bought and sold. The owner of this token has all of the rights, obligations and privileges with respect to ownership of the underlying loan promissory note. Any party involved in a transaction with the loan participates in the blockchain-based transfer of such loan. The blockchain tokenized real-world assets are "digital twins" of the real-world asset representations, as documented through traditional legal documents that record real-world assets pursuant to state law. The token itself has no additional rights or value other than those granted by the ownership of the real-world asset.

iv