Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On June 10, 2026, Figure Technology Solutions, Inc., a Nevada corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Project Mason Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), Kiavi, Inc., a Delaware corporation ("Kiavi"), and Fortis Advisors LLC, in its capacity as the lawful and exclusive representative, agent, proxy, and attorney-in-fact (with full power of substitution) for and on behalf of the securityholders of Kiavi, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Kiavi (the "Merger"), with Kiavi surviving such Merger as a wholly owned subsidiary of the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.

Under the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the Transaction (the "Closing"), the Company will pay to Kiavi equityholders an aggregate $532,426,000 million in cash, subject to certain customary adjustments specified in the Merger Agreement, including for Kiavi's cash, indebtedness, transaction expenses, operating net working capital and warehouse working capital.

The obligation of Kiavi and the Company to consummate the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of a number of customary conditions, including: (i) the approval and adoption of the Merger Agreement by a supermajority of the holders of the Kiavi equityholders; (ii) the absence of laws or orders that make the consummation of the Merger illegal or otherwise prohibiting the consummation of the Merger; (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the representations and warranties of Kiavi and the Company being true and correct, subject to the materiality standards contained in the Merger Agreement, and Kiavi and the Company having complied in all material respects with their respective obligations under the Merger Agreement; and (v) the absence of a material adverse effect on Kiavi.

In addition, the obligation of the Company to consummate the Merger is subject to the satisfaction or waiver of certain additional conditions, including the completion of a pre-closing restructuring, the contemporaneous closing of the sale of a subsidiary of Kiavi to a newly formed joint venture between the Company and a third party and obtaining certain governmental and regulatory licenses and approvals.

The Merger Agreement contains representations, warranties and covenants that are customary for a transaction of this nature.

The Merger Agreement contains mutual termination rights for Kiavi and the Company, including (i) if the Merger is not completed by the earlier of (A) the date on which the United States Federal Trade Commission or the United States Department of Justice issues a Second Request in connection with any HSR Act Filing submitted in connection with the transactions contemplated by the Merger Agreement and (B) November 30, 2026 (the "End Date"); (ii) if a governmental entity of competent jurisdiction has entered a final and permanent judgment or order that enjoins or prohibits the consummation of the Merger or the completion of a contemplated pre-closing restructuring of Kiavi or denied certain regulatory license application; (iii) if the agreement governing the required sale of certain assets is terminated pursuant to its terms or is otherwise no longer in full force and effect; or (iv) if the other party breaches its representations, warranties or covenants under the Merger Agreement in a way that would result in a failure of its condition to closing being satisfied (subject to certain procedures and cure periods). The Merger Agreement also contains a termination right for the Company if Kiavi has not delivered the Requisite Stockholder Consent to the Company prior to a date specified in the Merger Agreement.