Results
Figure Technology Solutions Inc.
02/19/2026 | Press release | Distributed by Public on 02/19/2026 05:03
Corporate Action, Amendments to Bylaws (Form 8-K)
Item 3.03. Material Modification to Rights of Security Holders.
On February 12, 2026, Figure Technology Solutions, Inc., a Nevada corporation (the "Company"), filed a certificate of designation (the "Certificate of Designation") with the Secretary of State of the State of Nevada, establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of blockchain common stock, designated as the "Series A Blockchain Common Stock", par value $0.0001 per share (the "Blockchain Stock").
The Blockchain Stock, with respect to dividend rights and/or distribution rights upon liquidation, dissolution or winding-up, as applicable, ranks on parity with the Class A common stock, par value $0.0001 per share, of the Company (the "Class A Common Stock") and any series of blockchain common stock designated in the future that, by its terms, expressly provides that such series rank on parity with the Blockchain Stock with respect to dividend rights or distribution rights, or upon liquidation, dissolution or winding-up, as applicable.
Subject to preferences that may apply to any shares of preferred stock or other series of blockchain common stock, holders of Blockchain Stock are entitled to dividends and other distributions out of funds legally available if and to the extent the Company's board of directors (the "Board"), in its discretion, determines to issue dividends and other distributions to holders of Class A Common Stock.
Holders of Blockchain Stock are entitled to one vote per share held as of the applicable record date on all matters submitted to a vote of holders of Blockchain Stock and are able to cast their vote or abstain from voting over the Provenance Blockchain using their wallets. Holders of Blockchain Stock, Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company will generally vote together as a single class on all matters submitted to a vote of holders, unless otherwise required by Nevada law or the Company's Second Amended and Restated Articles of Incorporation (the "Articles").
The Blockchain Stock may be converted into shares of Class A Common Stock at any time at the election of a holder. Each whole share of Blockchain Stock may be converted into one whole share of Class A Common Stock.
Shares of Blockchain Stock are not entitled to any liquidation preference. If the Company becomes subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to holders will be distributable ratably among holders of Blockchain Stock, common stock and any participating preferred stock or other series of blockchain common stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock or other series of blockchain common stock.
The foregoing description of the terms of the Blockchain Stock is qualified in its entirety by reference to the full text of the Certificate of Designation, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Certificate of Designation became effective upon filing with the Secretary of State of the State of Nevada on February 12, 2026, and it amends the Articles. The terms of the Blockchain Stock are more fully described in Item 3.03 of this Current Report on Form 8-K, which is incorporated by reference herein.
Figure Technology Solutions Inc. published this content on February 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 19, 2026 at 11:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]