Material Agreement (Form 8-K)

Indenture and Notes

On July 14, 2026, Figure Technology Solutions, Inc. (the "Company") closed its previously announced offering of $600 million principal amount of 8.500% Senior Notes due 2031 (the "Notes"). The Notes were issued pursuant to an indenture (the "Indenture") dated as of July 14, 2026 among the Company, certain of the Company's domestic wholly-owned subsidiaries as guarantors (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee").

The Notes will accrue interest at a rate of 8.500% per annum, payable semiannually in arrears on January 31 and July 31 of each year, beginning on January 31, 2027. The Notes will mature on July 31, 2031, unless earlier repurchased or redeemed.

The Notes are fully and unconditionally guaranteed (the "note guarantees"), on a senior, unsecured basis, by the Guarantors. The Notes were offered in the United States and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and the rules thereunder, and are acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer.

The Notes and the note guarantees are general unsecured senior obligations of the Company and the Guarantors, respectively.

At any time prior to July 31, 2028, the Company may redeem the Notes, in whole or in part, at its option at a redemption price equal to 100.000% of the principal amount of the Notes plus a make-whole premium described in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On and after July 31, 2028, the Company may redeem the Notes, in whole or in part, at the redemption prices set forth in the Indenture.

In addition, at any time prior to July 31, 2028, the Company may from time to time redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at the redemption price set forth in the Indenture, if not less than 50% of the aggregate principal amount of the notes remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.

Upon the occurrence of a Change of Control (as defined in the Indenture), the Company must offer to repurchase all of the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The Indenture also contains customary provisions relating to events of default.

The Indenture contains covenants that limit the ability of the Company and any of its Restricted Subsidiaries (as defined in the Indenture), to, among other things: