As filed with the U.S. Securities and Exchange Commissionon July 1, 2025

Registration No. 333-                  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIGMA, INC.

(Exact name of registrant as specified in its charter)

Delaware	7372	46-2843087
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

760 Market Street, Floor 10

San Francisco, California 94102

(415) 890-5404

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

Dylan Field

Chair of the Board of Directors, Chief Executive Officer, and President

760 Market Street, Floor 10

San Francisco, California 94102

(415) 890-5404

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

Michael T. Esquivel Ran D. Ben-Tzur Jennifer J. Hitchcock Aman D. Singh Chance L. Goldberg Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 (650) 988-8500 Brendan Mulligan Amanda Westendorf Brendan Brown Figma, Inc. 760 Market Street, Floor 10 San Francisco, California 94102 (415) 890-5404 Richard A. Kline Richard Kim Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

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, as

amended, or (“Securities Act”), 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

Securities Exchange Act of 1934, as amended.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☒

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 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.

Class A Common Stock Figma, Inc.

This is the initial public offering of shares of Class A common stock of Figma, Inc. We are offering          shares of our Class A common stock and the

selling stockholders identified in this prospectus are offering           shares of our Class A common stock in this offering.

Prior to this offering, there has been no public market for our Class A common stock. We will not receive any proceeds from the sale of shares of

Class A common stock by any of the selling stockholders. We expect that the initial public offering price per share of our Class A common stock will

be between $      and $     per share.

We have applied to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “FIG.”

Following this offering, we will have three series of authorized common stock, Class A common stock, Class B common stock, and Class C common

stock. The rights of the holders of our Class A common stock, Class B common stock, and Class C common stock are identical, except with respect

to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is

entitled to 15 votes per share and is convertible into one share of our Class A common stock. Each share of Class C common stock has no voting

rights, except as otherwise required by law, and, subject to satisfaction of certain conditions as described herein, is convertible into one share of our

Class A common stock. Immediately following the completion of this offering, and assuming no exercise of the underwriters’ option to purchase

additional shares to cover over-allotments, if any, Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President, will hold or

have the ability to control approximately              % of the voting power of our outstanding capital stock, including      % of the voting power pursuant

to an irrevocable proxy granted by Evan Wallace, our other co-founder, and the Wu-Wallace Family Trust, an affiliate of Mr. Wallace, to Mr. Field (the

“Wallace Proxy”). As a result, following this offering, Mr. Field will have the ability to control the outcome of matters submitted to our stockholders for

approval, including the election of our directors and the approval of any change of control transaction.

We are an “emerging growth company” as defined under the federal securities laws. As such, in this prospectus we have taken advantage of certain

reduced disclosure obligations that apply to emerging growth companies regarding our financial statements and executive compensation

arrangements. 

Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 38 to read about factors you should

consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body 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.

	Per Share	Total
Initial public offering price.............................................................................................................................................................	$	$
Underwriting discounts and commissions (1)............................................................................................................................	$	$
Proceeds, before expenses, to us..............................................................................................................................................	$	$
Proceeds, before expenses, to selling stockholders................................................................................................................	$	$

__________________

(1)See the section titled “Underwriters (Conflicts of Interest)” for a description of the compensation payable to the underwriters.

The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to an additional          shares of our Class A

common stock from us to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the shares of our Class A common stock to purchasers on or about         , 2025.

MORGAN STANLEY GOLDMAN SACHS & CO. LLC ALLEN & COMPANY LLC J.P. MORGAN

BOFA SECURITIES	WELLS FARGO SECURITIES	RBC CAPITAL MARKETS
WILLIAM BLAIR		WOLFE | NOMURA ALLIANCE

Prospectus dated             , 2025

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities 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 we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED         , 2025

PRELIMINARY PROSPECTUS

i

TableofContents

FOUNDER LETTER.............................................	ii
PROSPECTUS SUMMARY................................	1
RISK FACTORS...................................................	38
SPECIAL NOTE REGARDING FORWARD- LOOKING STATEMENTS...............................	94
INDUSTRY AND MARKET DATA.....................	96
USE OF PROCEEDS..........................................	97
DIVIDEND POLICY..............................................	98
CAPITALIZATION................................................	99
DILUTION..............................................................	103
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............	108
BUSINESS.............................................................	149
MANAGEMENT....................................................	184
EXECUTIVE COMPENSATION.........................	196

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS...............................	217
PRINCIPAL AND SELLING STOCKHOLDERS............................................	222
DESCRIPTION OF CAPITAL STOCK..............	226
SHARES ELIGIBLE FOR FUTURE SALE.......	236
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK...............................................................	245
UNDERWRITERS (CONFLICTS OF INTEREST)........................................................	251
LEGAL MATTERS................................................	269
EXPERTS..............................................................	270
WHERE YOU CAN FIND ADDITIONAL INFORMATION.................................................	270
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS..................................................	F-1

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any

information or to make any representations other than those contained in this prospectus or in any free

writing prospectuses filed with the Securities and Exchange Commission (the “SEC”). Neither we, the

selling stockholders, nor any of the underwriters take any responsibility for, and can provide no assurance

as to the reliability of, any other information that others may give you. This prospectus is an offer to sell

only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do

so. We and the selling stockholders are offering to sell, and seeking offers to buy, the shares of Class A

common stock offered hereby only in jurisdictions where offers and sales are permitted. The information

contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of

delivery of this prospectus or of any sale of the shares of our Class A common stock. Our business,

operating results, financial condition, and future prospects may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters

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. You are

required to inform yourselves about and to observe any restrictions relating to this offering and the

distribution of this prospectus.

Unless otherwise indicated, the terms “Figma,” the “company,” “we,” “us,” and “our” refer to Figma, Inc.

and our subsidiaries.

(1)     We define monthly active users as the number of unique users that access at least one of our products during a given month. A

Paid Customer typically includes multiple unique users. When reporting monthly active users during a quarter or other period of

time, we report the number of monthly active users during the month with the highest number of active users during such

period.

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Prospectus Summary

Overview

Figma is where teams come together to turn ideas into the world’s best digital products and

experiences.

Every day, billions of people around the world use apps, websites, and other digital experiences that are

made in Figma. They’re looking up directions on Google Maps; requesting rides with Uber; checking in for

flights on JetBlue; streaming shows on Netflix; learning languages with Duolingo; asking questions of

Claude; connecting on LinkedIn; buying goods on Mercado Libre; or booking stays and experiences with

Airbnb.

Behind each of these products is a cross-functional team responsible for bringing them to life. In Figma,

designers work alongside developers, product managers (“PMs”), researchers, marketers, writers, and

other non-designers who, in the three months ended March 31, 2025, made up two-thirds of our more

than 13 million monthly active users.1Together, these teams share and explore ideas, align on a vision,

visualize concepts, and translate them into coded products — all on a single, connected, AI-powered

platform that collaborators around the world can access with a URL.

Our focus on the entire lifecycle of software creation reflects our ability to rapidly bring new products onto

Figma’s browser-based platform and our belief that design spans far beyond a single step or role. We

take this expansive view because design is more than how something looks, or even feels; design is also

how something works — and in today’s increasingly digital-first world, what sets brands and companies

apart.

As AI makes software much easier to create, and as organizations across industries and geographies

continue to invest heavily in digital transformation, better-designed digital products and experiences have

become even more critical to a company’s success.That’s why 95% of the Fortune 500 and 78% of the

Forbes Global 2000 used Figma in March 2025. These companies understand deeply that great design is

what attracts and wins user loyalty, especially in a world where a business’ interactions with its customers

are increasingly digital.

(2)     See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information

regarding (i) certain one-time events that impacted our operating results for the years ended December 31, 2023 and 2024,

including the $1.0 billion termination fee we received in 2023 in connection with the Abandoned Merger with Adobe (as defined

below) and $889.3 million of stock-based compensation expense, net of amounts capitalized, we recognized in 2024 in

connection with the May 2024 RSU Release and the 2024 Stock Option Grants (each as defined below), (ii) our use of non-

GAAP operating margin and a reconciliation of operating margin to non-GAAP operating margin, and (iii) our definition of Net

Dollar Retention Rate.

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Figma has been fortunate to play a part in, and benefit from, the growing global movement to elevate

design and the craft of building software. Millions of people use Figma every week, often for hours a day,

and as more users have come to our platform, our business has grown.

•Our revenue was $749.0 million for the year ended December 31, 2024, representing 48% year-

over-year growth as compared to the year ended December 31, 2023, and our revenue was

$228.2 million for the three months ended March 31, 2025, representing 46% year-over-year

growth as compared to the three months ended March 31, 2024. Our four-year compounded

annual revenue growth rate as of December 31, 2024 was 53%.

•For the year ended December 31, 2024 and for the three months ended March 31, 2025, we

delivered an operating margin of (117)% and 17%, respectively, and a non-GAAP operating

margin of 17% and 18%, respectively. Our 2024 operating margin was impacted by our May 2024

RSU Release and 2024 Stock Option Grant (each as defined below), one-time events.

•We had a Net Dollar Retention Rate (as defined below) of 134% and132% as of December 31,

2024 and as of March 31, 2025, respectively.

•For the years ended December 31, 2023 and 2024, we had net income of $737.8 million and net

loss of $732.1 million, respectively, and for the three months ended March 31, 2024 and 2025, we

had net income of $13.5 million and $44.9 million, respectively. In addition to our May 2024 RSU

Release and 2024 Stock Options Grant, we also received a $1.0 billion termination fee in 2023 in

connection with the Abandoned Merger with Adobe (as defined below).2

While Figma began as a browser-based tool for designing user interfaces, our platform has expanded to

help teams go from idea to product all in one place. We are quickly becoming the system of record for

design and product development at a time when software is growing exponentially. We believe our pace

of innovation, the breadth and flexibility of our platform, the strength of our team, the community

relationships we have built, and the enduring power of design position us well for future growth.

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From design silos to a new software standard

Dylan Field and Evan Wallace started Figma in 2012, after they met as students at Brown University.

Back then, design looked very different than it does today. Designers worked by themselves in silos

across multiple tools and products. Even if they wanted to design together or with others, technological

constraints and the fragmented nature of the product development toolchain made collaboration a pain.

The most elegant solution to share work? Huge, manually annotated files sent around as email

attachments with indecipherable names like “Draft_Final_V2_FINAL_v13.”

As part of a generation that found community in multiplayer, virtual worlds and grew up on Google Docs,

Dylan and Evan saw an opportunity to bring design to the browser, and in doing so, make it more open

and collaborative. After experimenting with a powerful technology called WebGL, which harnesses the

power of a computer’s Graphics Processing Unit (“GPU”) to render high-performance graphics in the

browser, and spending three years building, testing, and iterating with users, they launched Figma. It was

the first design tool that combined the accessibility of the web with the functionality and performance of a

native desktop app.

Not everyone was as excited as Dylan and Evan were about this new way of working. Despite the product

benefits of a more open design process — seamless version control, real-time collaboration in the file,

and the ability to access designs from any browser or computer anywhere in the world — designers

raised concerns that more transparency and collaborators in the mix would lead to tighter deadlines, more

micro management, and an implicit loss of control over their craft. One person even said that if Figma was

the future of design, they were changing careers.

But as more designers and their teams started using Figma, they began to understand the benefits of

designing together in the browser. It was more fun working collaboratively in the same file; it was also

faster and more efficient to work in a single product that brought storage, asset creation, prototyping, and

other parts of the design toolchain into one place. The ability to easily share work with a URL led people

to bring collaborators into their files earlier, placing more emphasis on co-creation and less on the “big

reveal.” It also led Figma to spread quickly within companies and design communities globally, while

giving teams something they’d never had before: a single source of truth to access the most up-to-date

designs.

Today, the openness and accessibility that Figma helped pioneer is no longer a novelty; it’s the

expectation, a way of working that has spread across teams, tools, countries, and industries — and

transformed the way products are designed and built.

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From design tool to product development

platform

As Figma’s open and collaborative way of working pulled more people into the design process, we

expanded to serve the many roles and steps involved in going from an idea to a product in users’ hands.

The early investments we made in our browser-based platform have enabled us to rapidly introduce and

monetize new products.

•In 2021, we expanded our platform to serve earlier phases of the product development lifecycle

with the launch of FigJam, an online whiteboard for teams to brainstorm and ideate together.

FigJam grew organically out of the unexpected ways our community was using our first product

Figma Design to meet, connect, and brainstorm product ideas. We tailored FigJam to fit this use

case, creating a more welcoming and lightweight space for designers and their collaborators to

meet and brainstorm what to build together — using the core principles and primitives of Figma.

•In 2023, we released Dev Mode, a dedicated space in Figma that helps teams more efficiently

translate design concepts into coded products. While Figma Design is built for more free-form

design exploration, Dev Mode is tailored to the very specific and structured needs of developers,

who, during the three months ended March 31, 2025, made up approximately 30% of our monthly

active users. Dev Mode organizes information and surfaces data like design specifications and

measurements in ways that are both useful and intuitive for developers. Building on years of

updates in Figma Design to bridge the gap between design and code, Dev Mode is designed to

improve cross-team communication and maximize efficiency at this crucial step in the product

development process.

•In 2024, we launched Figma Slides, a product for designers and their collaborators to drive

alignment through better-designed and more collaborative presentations. Figma Slides was born

from an organic use case in which our users were creating millions of slide presentations in

Figma Design. Seeing that pattern, a team of our employees drew up Figma Slides during our

annual “Maker Week” hackathon. Figma Slides marries the visual fidelity of Figma Design with

the playful interactivity of FigJam, making it easier for designers and non-designers to create

powerful presentations in the same space. 

•In 2025, we doubled our product portfolio with the launch of four new products: Figma Sites,

Figma Make, Figma Buzz, and Figma Draw. Figma Sites is a product that lets you design a

website and directly publish it to the web, with a custom URL. Figma Make is an AI-powered

product that turns a prompt into a fully functional prototype. Figma Buzz is a product for easily

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creating social media assets, display ads, and other marketing materials at scale that are

consistent with your brand or visual identity. And Figma Draw provides a dedicated space for finer

vector editing required when drawing detailed iconography and product illustrations.

With the additions of these seven products over the last four years, Figma offers an increasingly end-to-

end platform for teams to go from idea to shipped product. Over time, we’ve seen teams adopt our

platform for more parts of their product development journey, as evidenced by the fact that76% of Figma

customers were using at least two of our products during the three months ended March 31, 2025.

AI has the power to accelerate the process of going from idea to product even further by helping users of

all skill levels explore and iterate on ideas more quickly, while automating rote, repetitive tasks. Over the

last few years, we’ve launched AI features that help users generate editable user interfaces with a simple

prompt and rename layers in a design file or instantly summarize sticky notes from team meetings with a

single click.

Figma Make is the most recent launch that shows the potential of AI to accelerate product development,

as it helps users rapidly explore concepts by turning a conversational prompt — optionally augmented

with an existing Figma design — into a working prototype within minutes. This and other Figma AI

features currently rely on off-the-shelf foundational models, though we expect developments of our own

models to accelerate over time as we continue to make significant investments in AI.

Our community has also contributed to the expansion of Figma’s platform in ways that increasingly

position us at the center of design and product development workflows. They have created over 250,000

Community resources, including more than 10,000 plugins and widgets that allow users to customize their

workspaces and speed up their workflows using Figma’s publicly-accessible application programming

interfaces (“APIs”). With the help of our users and trusted partners, we have built a powerful, extensible

ecosystem that keeps evolving to meet the diverse needs of a growing global community and contributes

to our growth.

Through close community ties and a relentless focus on innovation and meeting user needs, Figma has

grown to serve more people and parts of the process of helping teams turn ideas into shipped products

and experiences.

The opportunity ahead

In the 13 years since Figma’s founding, the amount of software in the world has exploded, and according

to a Gartner® forecast, worldwide software spending is expected to exceed $1.2 trillion in 2025.

Meanwhile, generative AI has made digital products more ubiquitous and much easier to build, with

International Data Corporation (“IDC”) estimating there will be more than 1 billion new apps in the world

(3)     Per IDC, “apps are defined here as logical applications which include solutions that are entirely made up of brand-new software

but also solutions that leverage existing installed applications as providers of data, decision-making logic, and other services.”

(4)     To estimate our market opportunity, we took IDC primary research-informed models of the global workforce population

engaged in software design and then applied our internal pricing data to determine our total addressable market.

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by 2028.3 As a platform that’s quickly becoming a system of record for design and product development,

Figma is well positioned to benefit from this growth.

We believe that, in today’s world, design and a company’s brand matter more than ever. The explosion of

software means that companies must increasingly vie for customer attention, and it is the well-crafted,

thoughtfully-designed brands, products, and user experiences that will stand out from the rest. In addition,

companies are still in the early phases of incorporating AI into their products. We expect to see so much

innovation in the years to come around the design of new interfaces and interaction paradigms that are

truly AI-native. Like the shifts to mobile and the cloud, we believe broader usage and adoption of new

technologies will be fueled by great design.

We estimate that our total addressable market is $33 billion today across the “global workforce engaged

in software design,” as identified by IDC. We calculate our total addressable market based on internal

Figma data and the IDC Executive Spotlight sponsored by Figma, “Global Workforce Engaged in

Software Design Expands to 144 Million by 2029.” We commissioned this IDC Executive Spotlight, which

sizes the global number of participants involved in the product development process.4

Figma’s founding vision was to eliminate the gap between imagination and reality. Thirteen years later,

the shift from a physical economy to a digital economy, huge advances in AI, and our own evolution from

design tool to design and product development platform have combined to make this aspiration feel even

more within reach today than it was when we started. This vision inspires us to think bigger about the role

Figma can play in extending the power of design to more people, so that whoever you are, whatever you

want to design, you’ll be able to make it in Figma.

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Deep Dive: The product development

process in Figma

While our community has pushed Figma in all kinds of unexpected ways, our primary focus is to help

teams turn ideas into software. We started out as a relatively small part of this larger job to be done, but

Figma was always meant to be more than a tool for designing user interfaces.

We are a platform for design and product development. And while the workflow of creating software and

other digital products and experiences can take many paths and forms, the process has traditionally

involved the following key phases:

1.Ideate and Align. The team comes together to brainstorm different solutions to user problems

and align on a path forward.

2.Visualize. Designers, PMs, and others bring life to these ideas by visualizing them at different

levels of fidelity, which starts to give a sense of how the overall experience comes together.

3.Build. These ideas and visualizations are turned into code (most often by a developer) and made

production-ready.

4.Ship. The product is launched, so it can end up in users’ hands, and marketed, so more users

adopt it; this kicks off a continuous loop of learning, refinement, and improvement.

These phases have continued to shift as roles have blurred and advances in AI allow more people to

participate in the process of creating digital products and experiences. We see this in our own research,

which found that, as of May 2025, more than half of non-designers reported spending substantial time on

(5)     Data from a Figma survey of approximately 1,200 professionals working in digital product and marketing in the United States

conducted from March through May 2025.

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design-related work like visual exploration or mapping user flows.5 Over time, we’ve launched and

successfully monetized new products that bring more parts of the overall design and product development

process onto our platform.

Ideate and align with FigJam and Figma Slides

In the early phases of product development, teams come together to brainstorm ideas and eventually

align on potential paths forward. FigJam and Figma Slides are products we have built to facilitate these

activities.

FigJam is our product tailored for ideation, brainstorming, and rapid communication of ideas. Designed for

users of all skill levels, FigJam makes everything from personal projects to solo ideation to team meetings

more engaging and fun. This is made possible by facilitation features like timers and voting, but also fun

features that give participants more ways to express themselves, like ephemeral emoji reactions, a photo

booth that lets you take a quick selfie, or the ability to give high-fives. We also offer rich diagramming

capabilities to make it easy to convey more abstract ideas through user journeys or technical diagrams for

engineering. In FigJam, users can also use AI to generate templates for group brainstorms and

summarize meeting notes in seconds.

Figma Slides helps teams collaboratively make compelling, engaging presentations that drive and

maintain alignment. What makes this product especially effective for product teams is the way it marries

Figma’s powerful design features — such as the ability to embed prototypes, create high-fidelity

animations, or make detailed edits to mock-ups directly in a slide — with strong real-time collaboration

capabilities like seamless multiplayer editing and audience voting.

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Often, these products are used side-by-side — what starts in a brainstorm in FigJam can lead to a pitch

deck in Figma Slides. We aim to make the transition between these products easy with features like AI

that can turn FigJam stickies into a Figma Slides presentation.

Visualize with Figma Design and Figma Draw

As ideas become more concrete and teams align on a path forward, they move toward visualizing these

ideas at a higher fidelity. Often, they draw mock-ups to explore directions more deeply, or build realistic

prototypes to validate designs. Figma Design is where all of this happens.

Designers at this stage want the freedom to rapidly explore concepts and express their ideas fully without

being constrained by the tools they’re using. This is why Figma Design offers a wide range of features

that make it possible to visualize ideas with high fidelity, including typography features or vector editing

capabilities that add texture and dimension to designs. In some cases, designers want to make more

detailed, finer edits to key assets in their design, like icons and product illustrations. For these users,

we’ve created Figma Draw, which is a dedicated space for vector editing within Figma Design.

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To facilitate rapid exploration and iteration at this stage, these tools have a strong focus on ergonomics

and efficiency. Our AI features are examples of this. By automating tedious, repetitive tasks like removing

backgrounds from images or renaming layers in the design, or filling the mock-ups with realistic content to

more closely resemble the final product that ends up in users’ hands (rather than lorem ipsum, for

example). First Draft is an AI feature that allows users to go from blank canvas to editable user interfaces

with a simple prompt.

As designs begin to solidify, designers also seek to add more structure to the design that better maps to

the constraints and requirements of a production environment. Figma Design offers a rich set of “design

systems” features in service of this: capabilities that allow teams to define flexible, reusable building

blocks that make it easy for anyone to assemble a design without ever starting from scratch. We’ve found

that teams are motivated to invest deeply in design systems, as their primary benefit is creating efficiency

and consistency at scale. Teams save time by no longer needing to constantly worry about pixel-level

details, and design systems help remove translation errors between designers and developers by sharing

the same building blocks and language across design and code.

More often than not, though, a static visualization of an idea isn’t enough to validate a direction. That’s

why users take advantage of Figma’s rich prototyping capabilities, which let users string together different

screens into a dynamic, interactive flow. These prototypes are often circulated within an organization to

socialize an idea or put in front of customers in user testing to validate a particular concept in a more

realistic way.

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Build with Dev Mode

Once the designs are ready, it’s time to translate them into code. Dev Mode is our dedicated space for

developers where this translation occurs, built to streamline the back and forth between design and

engineering and reduce the miscommunication that often happens during this step.

In Dev Mode, developers can inspect the designs to see key details most relevant to them, like special

annotations left by designers, documentation about the components used, or what’s changed since they

last saw the design.

Importantly, developers can choose to view these designs in the format they understand most: code. Dev

Mode generates platform-specific, ready-to-use code from the designs that developers can directly copy;

teams can also connect their design systems to their codebase via Code Connect which helps ensure the

code snippets developers see are correct, familiar, and production-ready.

Recently, we’ve also added our own Model Context Protocol (“MCP”) server to Dev Mode, which allows

developers to connect an agent in their code editor directly to designs in Figma. Developers can ask the

agent to inspect the design and use this context to convert it into working code in their codebase.

A traditional design-to-development handoff process often involves a spec or document that can quickly

get outdated as teams continue to iterate on designs. One of Dev Mode’s key value propositions is

allowing designers, developers, and even agents to work in the very same file while giving each a

different view of the work tailored to their respective needs. This helps maintain a single source of truth

that literally keeps everyone on the same page.

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Ship with Figma Sites, promote in Figma Buzz

The last step of any product development process is shipping the code that’s been written to production,

to get your product launched. Figma Sites represents our first offering that ships a design directly to

production, by allowing you to publish a design as a working website, with a URL of your choice, that

anyone in the world can access.

Figma Sites includes features that help make designs production-ready for the web, like breakpoints that

make websites responsive across different window sizes and devices. It also supports the ability to

augment designs with code (via a feature called code layers) to help make more powerful, dynamic

experiences, like adding special motion effects or an interactive form, that would otherwise have been

impossible to build with just a design tool. Figma Sites also includes a CMS that makes it easy for anyone

to make changes to the content on a website, like a blog post or the price of an item being sold on the

site, without worrying about breaking the underlying code or design.

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Once a product has been shipped to production, the last step is to actually promote it, to ensure existing

and prospective users are aware of the value of what’s launched. This is where Figma Buzz comes in —

a tool that makes it easy to create on-brand marketing collateral, like social media assets, digital ads, and

more.

Similar to Figma Slides and FigJam, Figma Buzz is designed for users of any skill level. Figma Buzz

makes it easy to take a template and edit its contents, or create assets in bulk from templates (e.g., for

multiple locales or different social media platforms). The product simplifies the collaboration between a

brand designer and a marketer. Designers are able to access the more sophisticated tools necessary to

set up a beautiful template, while marketers can make edits to the simpler view of the content without

worrying about “messing up” the design. In addition to these template capabilities, Figma Buzz has a slew

of other features that marketers may need, like AI features to edit text and images, or easy ways to

generate hundreds of assets from data in a spreadsheet.

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Ideate, visualize, build, and ship — all at once, with Figma Make

We believe AI is fundamentally transforming the product development process by making it possible for

anyone to quickly turn an idea into a functional prototype, or in some cases, a working product. Figma

Make is our product for this new paradigm.

Instead of going from idea to wireframe to mock-up to prototype iteratively, Figma Make lets users go

directly from prompt to working prototype, at which point they can immediately validate an idea and

choose to iterate on it, or discard it altogether. Like Figma Sites, what’s created in Figma Make —

whether it is a dynamic prototype or web app — can be published to a URL for anyone to use.

While it’s possible for AI to get to working software with a simple prompt, we believe that the most

important differentiator is craft — ensuring that the product looks, feels, and works “just right.” We’ve

designed Figma Make to offer fast and powerful ways to iterate and refine its output. Users are free to

use the best way to improve the design of their product, whether via further prompting, editing code

directly, or visual manipulation. They are also able to easily reference their designs in Figma Design (via

copy-paste or importing) to ensure the output feels consistent and familiar, taking heavy inspiration from

existing styles and patterns.

With Figma Make, we believe even more people will be able to create functional, dynamic prototypes and

software, as it lowers the floor to let absolutely anyone transform their idea into something that works. At

the same time, it raises the ceiling of what’s possible by giving people access to capabilities that weren’t

possible in their current tools, whether that’s allowing designers to tap into the power and expressiveness

of code, or allowing developers to enjoy the freedom and speed of visual manipulation.

The benefits of combining rapid prototyping with a highly performant and sophisticated design tool give

users the best of both worlds: the ability to move quickly while having access to the tools needed to refine

the design.

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An integrated design and product development platform

These products come together to serve more parts of the software development lifecycle and truly push

something from an idea all the way to a final product. With these products, Figma has become a design

and product development platform that houses everything from the initial brainstorm to the pitch deck to

the design spec to the final implementation.

Underlying each of our products is the same DNA that makes them uniquely Figma. Each of these

products is built from the ground up with multiplayer in mind — built for the browser with the power of

WebGL to allow our users to engage in real-time collaboration and seamless sharing as team members

work simultaneously in the same document. Each of these products is supercharged with AI capabilities

— ranging from automating rote tasks (like summarizing brainstorms, wiring up prototypes, enhancing

images, or filling mock content) to unlocking new superpowers (like dreaming up brand new designs from

a singular prompt). Each of these products allows for seamless interoperability — making it possible to

allow content to move fluidly between products and modes, or for different personas to have views of the

same content that are tailored to their needs and roles. And all of them are built with extensibility in mind

— allowing our users to leverage our APIs and plugin architecture to customize their experience to their

specific needs, like connecting designs to their own tools, databases, and codebases.

As we’ve built out these new tools, we’ve simultaneously invested in our platform infrastructure, giving us

the ability to incubate, test, and launch new products more easily. While our primary focus will remain on

product teams building software, we believe we have the ingredients needed to explore adjacencies over

time.

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Our Community

We exist to serve anyone designing and building products and digital experiences. Customers of all sizes,

spanning industries and geographies, bring their work to life in Figma.

We have focused on creating deep ties with our users and customers since day one. In Figma’s early

days, this meant our founders making house-calls to customers’ offices to troubleshoot a product issue; or

traveling to Nigeria to visit a growing group of Figma users. Our deep community focus has helped fuel

the creation of more than 200 Friends of Figma chapters across the world — from Lagos to Los Angeles

— that organized over 650 events in 2024. Together, they share and collaborate on work, either in person

or virtually on Figma’s Community resources platform. Many spend hours a day in our products as part of

their day jobs and side hustles. Some even get Figma tattoos.

We engage with our community through in-person and virtual touchpoints. Config — our annual

conference that started in 2020 — brings thousands of designers, developers, and product teams to San

Francisco to meet, learn, and get inspired. Our always-on programming, like product livestreams,

community meetups, and our leadership collective events, engage a broad range of customers from

students to executive leaders. And our lively product forums, social channels, and hundreds of Friends of

Figma chapters around the world create active dialogue around our products and provide a peer network

for support.

We know how unique it is for a software company to have such a strong and passionate community

championing its products. This vast, growing, and global community has a deep shared identity as

designers and product builders. Their voices are essential to our own product development process,

pushing the bounds of our existing products and inspiring us to make new ones.

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We believe building for and with our users drives revenue and long-term loyalty. The close ties we have

developed with our community since day one have opened lines of communication ingrained in how we

work, helping us respond quickly to customer feedback and innovate for customer needs.

Our Culture

The Figma team (we call ourselves Figmates) is a group of builders, makers, and tinkerers with deep

connections to our users and a passion for building and shipping. We are able to attract incredible talent

because we have the opportunity to shape how teams around the world design and build products.

We feed this maker spirit in many ways including an annual company-wide Maker Week — a full week we

set aside for Figmates to pitch, develop, and execute on new ideas or projects with one another. The only

requirement is that the ideas benefit Figma in some way. A number of products, features, and projects

were born during Maker Week such as Figma Slides, multi-edit, several FigJam features, and our

extensibility API. As these examples show, great ideas can come from anywhere, and any Figmate can

drive impact, regardless of their level or tenure. We find this way of working makes our culture unique and

helps us attract and retain employees with builder DNA.

We drive Figma’s culture by embedding our five cultural values into how we work day to day. These

values serve as an operating system for decision-making and organizational behavior. We chose them to

be in tension with one another and their relative importance varies at different times. Taken together, they

paint a clear picture of what we value and why. 

1.Build Community: We’re multiplayer people, and we love the weird, wonderful magic that

happens when humans connect. We bring people together so they can bring new ideas to life.

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2.Love Your Craft: We build for builders, and try to make complex things feel simple. In our

products and process, we invest in the details few people see, but everyone feels.

3.Run With It: When you see something that needs doing, do it. When you have a great idea, run

with it. Tackle big, scary, exciting challenges like Figma’s future depends on it. Because it does.

4.Grow As You Go: Everyone’s a work-in-progress, and we’re here to help each other grow. So

along with ❤ and , we share the direct feedback we all need to become great at what we do.

5.Play: Playing is learning. We embrace spontaneous, unstructured exploration — because that’s

where we find our best ideas.

Lastly, in line with our Grow As You Go value, listening to feedback across every touchpoint with users

and customers is deeply embedded in our culture and how we work.

Our Business Model

Our subscription model is designed to meet the diverse and evolving needs of our growing community

and customer base. Access to Figma is sold as an annual or monthly subscription, per seat. Everyone

from independent freelancers to entire product teams at Fortune 500 companies design and build

products and digital experiences in Figma. We offer different seats and plans tailored to the specific

security, product, and administrative needs of different users, organizations, and industries.

To meet our users where they are, we offer a variety of ways to try, use, and purchase Figma.

•We have an automated and highly efficient self-service option, available through Figma.com. To

support our self-serve offering, our marketing team utilizes organic and paid channels to drive

awareness and usage of all of our products.

•We have a direct sales process through which we partner with customers to set up new accounts,

upgrade customers across plans, and expand existing accounts.

Plans

Our plans range from a more limited free offering to more advanced plans built in partnership with our

customers that meet the specific needs of the larger organizations using our platform.

•Our Starter plan is free and is designed for working on personal projects. It provides an easy

way for new users to try our design and collaboration tools.

•Our Professional plan is designed for individuals and small teams. It provides access to

unlimited files and projects, as well as design libraries for a single team.

•Our Organization plan is designed for businesses with multiple teams. The functionality on this

plan allows everyone to collaborate in one Figma workspace while keeping everything safe and

secure with centralized admin and security features.

•Our Enterprise plan is designed for businesses managing multiple products or brands. This plan

provides custom team workspaces, automated design system management, and enterprise-level

controls and compliance.

(6)     The Content seat was announced in May 2025 and is not yet available. Figma Sites CMS is currently in beta and seat access

may change once it becomes generally available.

(7)     Figma Make, Figma Buzz, Figma Draw, and Figma Sites are currently in beta. Seat access with respect to these products may

change once they become generally available.

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Seats

Rather than a one-size-fits all approach, we offer different seats tailored to specific user needs and

workflows. At the same time, we also see roles continuing to blur as the product-development process

keeps evolving.

•The Viewer seat allows users to view files and leave comments for free.

•The Collab seat gives access to FigJam and Figma Slides.

•The Content seat gives access to Figma Buzz, Figma Sites CMS, FigJam, and Figma Slides.6

•The Dev seat gives access to Dev Mode, in addition to Figma Buzz, Figma Sites CMS, FigJam,

and Figma Slides.

•The Full seat gives access to all of Figma Design, Figma Draw, Figma Make, Dev Mode, Figma

Buzz, Figma Sites, FigJam, and Figma Slides.7

Over time, we expect to introduce products and services that may be billed differently than on a per seat

basis, such as an add-on or pricing with limits on feature usage. We believe these additional options can

provide users with flexibility in how they use and pay for products and features. We also expect that this

type of billing may be less predictable than subscription-based revenue.

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Our Go-To-Market Motion

The combination of Figma’s reputation as a product design leader, the product virality inherent to Figma’s

collaborative and browser-based platform, and our integrated marketing efforts have successfully driven

awareness and adoption. Over time, many of our users grow with us into larger, managed accounts that

often include more seats and more products for users within their organizations. During each of the year

ended December 31, 2024 and the three months ended March 31, 2025, approximately 70% of new

Organization and Enterprise plan customers included at least one user who was previously a member of

a Professional plan.

The value Figma’s products have created for our community has helped us earn their trust and support.

It’s not uncommon for Figma users, particularly those who are active members of our community, to

champion the collaborative, design-led way of working that Figma offers to their teams.

While our product-led, bottoms-up adoption contributes to our growth, our direct sales motion helps us

serve larger customers. Our global sales and marketing teams work hand-in-hand with Figma’s

expanding network of customer champions to scale our products within organizations and increase

adoption across plans. In addition to word-of-mouth, our marketing efforts include a variety of digital and

in-person channels that bring new users to our platform. We support new users in the discovery phase by

sharing content across channels like livestreams, YouTube, social media, in-product, and by email. These

resources help new users explore and understand the capabilities of our products.

Our integrated sales motion is collaborative by design, bringing both customer champions and Figmates

with deep product expertise into the conversation. Our sales team works closely with solutions

consultants, who understand how Figma’s products map to specific customer needs, and designer and

developer advocates with deep technical understanding of our products and close ties to the communities

we serve. While approximately 70% of our revenue for each of the year ended December 31, 2024 and

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the three months ended March 31, 2025, came from customers on Organization and Enterprise plans, we

continue to build features and products designed to create value for all of our customers.

We believe exceptional customer support is core to a great product experience. This is why we have built

a global support function that provides customer assistance in multiple languages for all paid users. We

encourage all Figmates, including our executive team, to speak with customers and understand their

feedback, whether it’s in person or online. You’ll often see leaders across the company dive into and work

to actively resolve customer issues raised in support forums or on social platforms. Our customer support

associates also use the latest in AI to solve customer needs quickly and efficiently.

Figma’s partner ecosystem, which includes product integrations and distribution partnerships, drives

further retention and adoption of our platform. Through collaborations with companies like Microsoft,

Atlassian, Zoom, Notion, and Linear, and integrations with tools like GitHub, Visual Studio Code, and

Storybook, users are connected to Figma from within their existing workflows. These partnerships

generate awareness and cultivate lasting engagement. Certified service partners around the globe also

provide training, enablement, and specific project support for customers. Additionally, Apple, Google

Material Design, and other organizations make their design resources available natively through Figma’s

user interfaces to facilitate users designing and developing for their respective platforms.

From the beginning, Figma’s Professional plan has been free for educators and students through our

Figma for Education program. This includes higher education institutions, bootcamps, and workshops. We

also make Figma’s Organization plan available for free for K-12 students and educators to help develop

the next generation of product builders.

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Growth Strategy

We have focused on building a company for the long-term since day one. We will keep investing in our

platform across our key growth levers.

•Maintaining our rapid and proven pace of product innovation.

•Converting new and existing users into Paid Customers.

•Growing within current customers.

•Extending our platform.

•Expanding our international footprint.

•Making strategic acquisitions and investments.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties of which you should be aware before making

a decision to invest in our Class A common stock. These risks are more fully described in the section

titled “Risk Factors” immediately following this prospectus summary. These risks, among others, include

the following:

•We have experienced rapid growth which may not be indicative of our future growth, and if we do

not effectively manage our future growth, our business, operating results, financial condition, and

future prospects may be adversely affected. Our rapid growth also makes it difficult to evaluate

future prospects.

•Our operating results may fluctuate significantly, which could make our future results difficult to

predict and could cause our operating results to fall below expectations.

•We have a limited operating history at our current scale, which makes it difficult to evaluate our

current business and future prospects and increases the risks associated with your investment.

•Changes in our pricing, packaging, or billing models could adversely affect our business,

operating results, financial condition, and future prospects.

•If we are unable to attract new customers or retain and increase adoption of our products and

services by existing customers, we may not achieve the growth we expect, which would

adversely affect our business, operating results, financial condition, and future prospects.

•If we are not able to effectively introduce enhancements to our platform, including new offerings,

features, and functionality, that achieve widespread market adoption, or keep pace with

technological developments, our business, operating results, and financial condition could be

adversely affected.

•Competitive developments in AI and our inability to effectively respond to such developments

could adversely affect our business, operating results, and financial condition.

•We face intense competition and could lose market share to our competitors, which would

adversely affect our business, operating results, financial condition, and future prospects.

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•Our product and investment decisions may negatively impact our short-term financial results and

may not produce the long-term benefits that we expect.

•The markets for our products and services are relatively new and unproven and may not grow,

which would adversely affect our business, operating results, financial condition, and future

prospects.

•Our business is subject to complex and evolving U.S. and foreign laws, regulations, and industry

standards, many of which are subject to change and uncertain interpretations, which uncertainty

could harm our business, operating results, and financial condition.

•The multi-class structure of our common stock has the effect of concentrating voting power with

Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President, which will

limit your ability to influence the outcome of important transactions, including a change in control.

If we are unable to adequately address these or the other risks we face, our business, operating results,

financial condition, and future prospects could be adversely affected.

Channels for Disclosure of Information

Following the effectiveness of the registration statement of which this prospectus forms a part, we intend

to announce material information to the public through filings with the SEC, the investor relations page on

our website (www.figma.com), our blog (www.figma.com/blog), our newsroom (www.figma.com/

newsroom), press releases, public conference calls, public webcasts, our social media accounts on X,

LinkedIn, Instagram, Bluesky, Threads, and TikTok as well as Dylan Field’s X account (@zoink) and

LinkedIn profile. The information contained on, or that can be accessed through, these channels is not a

part of this prospectus.

The information disclosed in the foregoing channels could be deemed to be material information. As such,

we encourage investors, the media, and others to follow the channels listed above and to review the

information disclosed through such channels. Any updates to the list of disclosure channels through

which we will announce information will be posted on the investor relations page on our website.

Corporate Information

We were incorporated in the State of Delaware in October 2012. Our principal executive offices are

located at 760 Market Street, Floor 10, San Francisco, California 94102. Our telephone number is (415)

890-5404. Our website address is www.figma.com. The information contained on, or that can be

accessed through, our website is not a part of this prospectus. Investors should not rely on any such

information in deciding whether to purchase shares of our Class A common stock.

Figma, the Figma logo, and other registered or common law trade names, trademarks, or service marks

of Figma appearing in this prospectus are the property of Figma, Inc. This prospectus contains additional

trade names, trademarks, logos, and service marks of ours and of other companies. We do not intend our

use or display of other companies’ trade names, trademarks, logos, or service marks to imply a

relationship with these other companies, or endorsement or sponsorship of us by these other companies.

Other trademarks appearing in this prospectus are the property of their respective holders. Solely for

convenience, our trade names, trademarks, logos, and service marks referred to in this prospectus may

appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that

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we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable

licensor, to these trademarks, trade names, logos, and service marks.

JOBS Act

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an

“emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”).

An emerging growth company may take advantage of reduced reporting requirements that are otherwise

applicable generally to public companies. These provisions include, but are not limited to:

•not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

•reduced obligations with respect to financial data, including presenting only two years of audited

financial statements;

•reduced disclosure obligations regarding executive compensation in our periodic reports, proxy

statements, and registration statements; and

•exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth

anniversary of the date of the first sale of our Class A common stock in this offering. However, we will

cease to be an emerging growth company prior to the end of such five-year period if (i) we become a

“large accelerated filer,” with at least $700 million of common equity securities held by non-

affiliates; (ii) our annual gross revenue exceeds $1.235 billion; or (iii) we issue more than $1.0 billion

of non-convertible debt in any three-year period, whichever occurs first.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration

statement of which this prospectus is a part and may elect to take advantage of other reduced reporting

requirements in future filings. As a result, the information that we provide to our stockholders may be

different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of an

extended transition period for complying with new or revised accounting standards. This provision allows

an emerging growth company to delay the adoption of some accounting standards until those standards

would otherwise apply to private companies. We have elected to use this extended transition period to

enable us to comply with certain new or revised accounting standards that have different effective dates

for public and private companies until the earlier of the date we (i) are no longer an emerging growth

company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the

JOBS Act. As a result, our financial statements may not be comparable to companies that comply with

new or revised accounting pronouncements as of public company effective dates. It is possible that some

investors will find our Class A common stock less attractive as a result, which may result in a less active

trading market for our Class A common stock and higher volatility in our stock price.

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The Offering

Class A common stock offered by us.......	shares.
Class A common stock offered by the selling stockholders.................................	shares.
Underwriters’ over-allotment option to purchase shares of Class A common stock...........................................................	The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to an additional          shares of our Class A common stock from us to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions.
Class A common stock to be outstanding after this offering................	shares (or         shares if the underwriters exercise their over-allotment option in full).
Class B common stock to be outstanding after this offering................	shares.
Class C common stock to be outstanding after this offering................	None.
Total Class A, Class B, and Class C common stock to be outstanding after this offering...............................................	shares (or         shares if the underwriters exercise their over-allotment option in full).

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Use of proceeds.......................................... We estimate that the net proceeds from the sale of shares of our Class A common stock in this offering will be approximately $           (or approximately $           if the underwriters exercise their over-allotment option in full), based upon 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 after deducting estimated underwriting discounts and commissions and estimated offering expenses. The principal purposes of this offering are to create a public market for our Class A common stock, increase our visibility in the marketplace, increase our capitalization and financial flexibility, and facilitate an orderly distribution of shares for the selling stockholders. We intend to use a portion of the net proceeds from this offering to repay $           million of outstanding indebtedness under the Revolving Credit Facility (as defined below), which we intend to borrow in order to pay our anticipated tax withholding and remittance obligations related to the RSU Net Settlement (as defined below). We intend to use the remaining net proceeds from this offering for working capital and other general corporate purposes, which may include product development, general and administrative matters, and capital expenditures. We may also use a portion of the remaining net proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any material acquisitions or investments at this time. See the section titled “Use of Proceeds” for additional information. We will not receive any proceeds from the sale of our Class A common stock in this offering by the selling stockholders.

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Conflicts of Interest..................................... Because an affiliate of each of Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman Sachs & Co. LLC (“Goldman Sachs”), J.P. Morgan Securities LLC (“J.P. Morgan”), BofA Securities, Inc. (“BofA Securities”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), and RBC Capital Markets, LLC (“RBC Capital Markets”) is a lender under the Revolving Credit Facility and will receive 5% or more of the net proceeds of this offering due to the repayment of borrowings under the Revolving Credit Facility, Morgan Stanley, Goldman Sachs, J.P. Morgan, BofA Securities, Wells Fargo Securities, and RBC Capital Markets, each an underwriter in this offering, is deemed to have a “conflict of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this offering will be conducted in compliance with the requirements of Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus.               has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, as amended (the “Securities Act”), specifically including those inherent in Section 11 thereof.               will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify                  against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. See the sections titled “Use of Proceeds” and “Underwriters (Conflicts of Interest)” for additional information.

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Voting rights ................................................	We have three series of common stock: Class A common stock, Class B common stock, and Class C common stock. Shares of our Class A common stock are entitled to one vote per share. Shares of our Class B common stock are entitled to 15 votes per share. Shares of our Class C common stock have no voting rights, except as otherwise required by law. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our restated certificate of incorporation that will become effective immediately prior to the completion of this offering. Each share of Class B common stock will be convertible into one share of our Class A common stock at any time and will convert automatically upon certain transfers and upon the Final Conversion Date (as defined below). Immediately following the completion of this offering, and assuming no exercise of the underwriters’ over-allotment option, Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President will hold or have the ability to control approximately              % of the voting power of our outstanding capital stock, including              % of the voting power pursuant to the Wallace Proxy. As a result, following this offering, Mr. Field will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. These risks are more fully described in the section titled “Risk Factors.” See the sections titled “Principal and Selling Stockholders” and “Description of Capital Stock” for additional information.
Risk factors...................................................	See the section titled “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our Class A common stock.
Proposed NYSE trading symbol...............	“FIG”
Dividend policy.............................................	We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend, among other things, on our financial condition, operating results, capital requirements, general business conditions, restrictions in our debt instruments, and other factors that our Board of Directors may deem relevant. See the section titled “Dividend Policy” for additional information.

The number of shares of our Class A common stock, Class B common stock, and Class C common stock

that will be outstanding after this offering is based on            shares of our Class A common stock

outstanding,              shares of our Class B common stock outstanding, and no shares of our Class C

common stock outstanding as of March 31, 2025 (after giving effect to the Capital Stock Conversion, the

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Class B Conversion, the Option Exercise, and the RSU Net Settlement (each as defined below)), and

excludes:

•23,057,048 shares of our Class A common stock issuable upon the exercise of stock options to

purchase shares of our Class A common stock outstanding as of March 31, 2025 under our 2012

Equity Incentive Plan (as amended and restated as of the date hereof, the “2012 Plan”), with a

weighted-average exercise price of $9.77 per share;

•46,166,511 shares of our Class A common stock issuable upon the vesting and settlement of

restricted stock units (“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));

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs

granted after March 31, 2025 under the 2012 Plan;

•15,750,000 shares of our Class B common stock issuable upon the vesting and settlement of

RSUs outstanding as of March 31, 2025 under the 2021 Executive Equity Incentive Plan (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 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));

•28,960,338 shares of our Class B common stock issuable upon the vesting and settlement of

RSUs granted on June 30, 2025 under the 2021 Plan for which the service-based vesting

conditions and/or stock price-based vesting conditions, as applicable, are not anticipated to be

satisfied at the expected date of this offering;

•260,580 shares of our Class A common stock issuable upon the exercise of a warrant to

purchase shares of our Class A common stock outstanding as of March 31, 2025, with an

exercise price of $0.08 per share;

•699,705 shares of our Class A common stock issued after March 31, 2025 in connection with the

acquisition of a technology company that is a self-hosted headless content management system

and application framework; and

•85,053,649shares of our common stock reserved for future issuance under our equity

compensation plans, consisting of (i) 14,451,482 shares of our Class A common stock available

for future issuance under our 2012 Plan as of March 31, 2025 (which amount does not reflect

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

30

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 Equity Incentive Plan (the “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 Employee Stock Purchase Plan (the “2025

ESPP”), which will become effective on the date of this prospectus.

On the date of this prospectus, any reserved shares of our Class A common stock available for issuance

under our 2012 Plan and shares of Class B common stock available for issuance under our 2021 Plan will

be added to the shares of our Class A common stock reserved for issuance under our 2025 Plan (and will

solely be available for grant as shares of Class A common stock), and we will cease granting awards

under our 2012 Plan and our 2021 Plan. Our 2025 Plan and 2025 ESPP also provide for automatic

annual increases in the number of shares reserved thereunder. See the section titled “Executive

Compensation—Stock Plans” for additional information.

Unless otherwise noted, the information in this prospectus reflects and assumes the following:

•the automatic conversion of an aggregate of 245,999,103 shares of our convertible preferred

stock outstanding as of March 31, 2025 on a one-for-one basis into shares of Class A common

stock in connection with the closing of this offering pursuant to the terms of our restated certificate

of incorporation, as amended and currently in effect (the “Capital Stock Conversion”);

•the conversion of             shares of our Class B common stock into shares of our Class A

common stock by certain holders of our Class B common stock in connection with the sale of

shares of our Class A common stock by certain selling stockholders in this offering as described

in the section titled “Principal and Selling Stockholders” (the “Class B Conversion”);

•the net issuance of              shares of our Class A common stock in connection with the vesting

and settlement of RSUs outstanding as of March 31, 2025 subject to a service-based vesting

condition for which (i) the service-based vesting condition was satisfied as of March 31, 2025 and

(ii) we expect the performance-based vesting condition will be satisfied upon the effectiveness of

the registration statement of which this prospectus forms a part (the “Class A IPO Vesting

RSUs”), after giving effect to the withholding of                          shares of our 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) (the “Class A RSU Net Settlement”);

•the net issuance of              shares of our Class B common stock in connection with the vesting

and settlement of RSUs outstanding as of March 31, 2025 subject to a service-based vesting

condition and market-based vesting condition for which (i) the service-based vesting condition

was satisfied as of March 31, 2025 and (ii) we expect the performance-based vesting condition

will be satisfied upon the effectiveness of the registration statement of which this prospectus

forms a part (the “Class B IPO Vesting RSUs” and, together with the Class A IPO Vesting RSUs,

the “IPO Vesting RSUs”), after giving effect to the withholding of                          shares of our

Class B 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) (the “Class B RSU Net Settlement” and, together with

the Class A RSU Net Settlement, the “RSU Net Settlement”);

31

•the cash exercise of stock options to purchase 811,896 shares of our Class B common stock by

Dylan Field, with an exercise price of $23.19 per share, for total gross proceeds to us of

approximately $18.8 million (the “Option Exercise”);

•the filing and effectiveness of our restated certificate of incorporation and the effectiveness of our

restated bylaws, each of which will occur immediately prior to the completion of this offering;

•no exercise of outstanding stock options or warrants or settlement of outstanding RSUs

subsequent to March 31, 2025, except for the Option Exercise and the RSU Net Settlement; and

•no exercise by the underwriters of their over-allotment option to purchase            additional

shares of our Class A common stock in this offering.

The assumed             % tax withholding rate used in this prospectus is an assumed blended withholding

rate for the IPO Vesting RSUs that are subject to withholding in the RSU Net Settlement. The estimates in

this prospectus relating to the RSU Net Settlement and related share withholding may differ from actual

results due to, among other things, the actual initial public offering price and other terms of this offering

determined at pricing, actual forfeitures through the date of this prospectus, and actual tax withholding

rates.

32

Summary Consolidated Financial

and Other Data

The following tables summarize our consolidated financial and other data as of the dates and for the

periods indicated. We derived our summary consolidated statements of operations data for the years

ended December 31, 2023 and 2024 (except for pro forma basic and diluted net income per share

attributable to common stockholders and weighted-average shares used in computing pro forma basic

and diluted net income per share attributable to common stockholders), from our audited consolidated

financial statements included elsewhere in this prospectus. The summary consolidated statements of

operations data for the three months ended March 31, 2024 and 2025(except for pro forma basic and

diluted net income per share attributable to common stockholders and weighted-average shares used in

computing pro forma basic and diluted net income per share attributable to common stockholders) and

summary consolidated balance sheet data as of March 31, 2025 have been derived from our unaudited

interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim

consolidated financial statements have been prepared on the same basis as our audited consolidated

financial statements and, in the opinion of management, reflect all adjustmentsthat are necessary for the

fair statement of such data. Our historical results are not necessarily indicative of the results to be

expected in the future and our interim results are not necessarily indicative of results to be expected for

the full year or any other period.

You should read the following summary consolidated financial and other data in conjunction with the

section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

and our consolidated financial statements, the accompanying notes, and other financial information

included elsewhere in this prospectus. The summary consolidated financial and other data in this section

are not intended to replace our consolidated financial statements and the related notes and are qualified

in their entirety by our consolidated financial statements and the related notes included elsewhere in this

prospectus.

33

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue.............................................................	$504,874	$749,011	$156,229	$228,199
Cost of revenue(1)........................................	44,500	87,514	12,790	19,452
Gross profit........................................................	460,374	661,497	143,439	208,747
Operating expenses(1)
Research and development.......................	164,774	751,120	52,711	69,925
Sales and marketing...................................	201,377	472,076	55,334	68,840
General and administrative........................	167,679	315,734	22,873	30,233
Total operating expenses................................	533,830	1,538,930	130,918	168,998
Income (loss) from operations........................	(73,456)	(877,433)	12,521	39,749
Other income, net.............................................	1,019,375	84,362	17,185	7,274
Income (loss) before income taxes...............	945,919	(793,071)	29,706	47,023
Provision for (benefit from) income taxes.....	208,078	(60,951)	16,181	2,141
Net income (loss).............................................	$737,841	$(732,120)	$13,525	$44,882
Less: net income attributable to participating securities.................................	(451,982)	—	(13,525)	(36,271)
Net income (loss) attributable to common stockholders...................................................	$285,859	$(732,120)	$—	$8,611
Net income (loss) per share, basic and diluted:
Net income (loss) per share, basic(2).............	$1.70	$(3.74)	$—	$0.04
Net income (loss) per share, diluted(2)..........	$1.62	$(3.74)	$—	$0.04
Weighted-average shares outstanding used in computing net income (loss) per share attributable to common stockholders, basic.......................................	168,399	195,612	170,625	214,883
Weighted-average shares outstanding used in computing net income (loss) per share attributable to common stockholders, diluted.....................................	187,207	195,612	170,625	231,076

__________________

(1)Includes stock-based compensation expense as follows:

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands)
Cost of revenue.........................................	$37	$27,893	$1	$—
Research and development....................	1,890	511,259	543	197
Sales and marketing.................................	253	206,830	11	—
General and administrative......................	523	201,571	52	—

(2)See Note 11 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculation

of our basic and diluted net income (loss) attributable to common stockholders.

The following table sets forth the computation of unaudited pro forma net loss per share, basic and

diluted, for the period presented. Pro forma net loss per share, basic and diluted, for the year ended

34

December 31, 2024 and the three months ended March 31, 2025, gives effect to the Capital Stock

Conversion, the Option Exercise, and the RSU Net Settlement, as if each had occurred as of the

beginning of the period.

	Year Ended December 31, 2024	Three Months Ended March 31, 2025
	(In thousands, except per share data)	(In thousands, except per share data)
Numerator:
Net income (loss) attributable to common stockholders..............................	$(732,120)	$8,611
Pro forma adjustment to record stock-based compensation expense related to RSUs for which the service-based and performance- based vesting conditions are expected to be satisfied in connection with this offering...................................................................
Pro forma net loss attributable to common stockholders.............................	$	$
Denominator:
Weighted-average shares outstanding used in computing net income (loss) per share attributable to common stockholders, basic and diluted.............................................................................................................
Pro forma adjustment to reflect the Capital Stock Conversion..............
Pro forma adjustment to reflect the Option Exercise...............................
Pro forma adjustment to reflect the RSU Net Settlement.......................
Weighted-average shares outstanding used in computing pro forma net loss per share attributable to common stockholders, basic and diluted.........................................................................................................
Pro forma net loss per share, basic and diluted............................................	$	$

	As of March 31, 2025
	Actual	Pro Forma(1)	Pro Forma As Adjusted(2)(3)
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents, and marketable securities...............	$1,541,805	$	$
Working capital(4).........................................................................	1,230,092
Total assets..................................................................................	1,914,755
Deferred revenue.........................................................................	406,636
Total debt......................................................................................	—
Total liabilities...............................................................................	544,391
Convertible preferred stock........................................................	329,441
Additional paid-in capital.............................................................	1,186,815
Accumulated deficit.....................................................................	(148,028)
Total stockholders’ equity...........................................................	1,370,364

____________________

(1)The pro forma column above reflects (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

35

with the RSU Net Settlement, after withholding            shares to satisfy estimated tax withholding obligations of $          million

(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), (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, which is the midpoint of the offering price range set forth on the cover page of this prospectus, 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.

(2)The pro forma as adjusted column above gives effect to (i) the pro forma adjustments set forth in footnote (1) 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 outstanding indebtedness under the Revolving

Credit Facility. 

(3)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 our pro forma as

adjusted cash, cash equivalents, and marketable securities, working capital, total assets, additional paid-in capital, and total

stockholders’ equity by $         million, assuming that the number of shares of our Class A common stock offered by us, as set

forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and

commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares in the number of

shares offered by us would increase (decrease) the amount of our pro forma as adjusted cash, cash equivalents, and

marketable securities, working capital, total assets, additional paid-in capital, and total stockholders’ equity by $         million,

assuming 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, remains the same, and after deducting estimated underwriting discounts and

commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the assumed initial public

offering price per share of $          , which is the midpoint of the offering price range set forth on the cover page of this

prospectus, would increase (decrease) the amount of estimated tax withholding and remittance obligations related to the RSU

Net Settlement by $         million. In addition, each 1.0% increase (decrease) in the assumed tax withholding rates would

increase (decrease) the amount of estimated tax withholding and remittance obligations related to the RSU Net Settlement by

$         million. Pro forma adjustments in the footnotes above and the related information in the balance sheet data are

illustrative only and may differ from actual amounts 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.

(4)Working capital is defined as current assets less current liabilities. Refer to the consolidated financial statements included

elsewhere in this prospectus for additional information regarding our current assets and current liabilities.

Key Business Metrics and Non-GAAP

Financial Measures

We review a number of operating and financial metrics, including the following key business metrics and

non-GAAP financial measures, to evaluate and manage our business, measure our performance, identify

trends affecting our business, formulate business plans, and make strategic decisions. See the sections

titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key

Business Metrics” for additional information regarding our key business metrics and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial

Measures” for additional information and reconciliations of our non-GAAP financial measures to the most

directly comparable financial measures prepared in accordance with GAAP.

36

Key Business Metrics

	As of December 31,		As of March 31,
	2023	2024	2024	2025
Paid Customers with more than $10,000 in ARR.................................................................	7,233	10,517	8,007	11,107
Paid Customers with more than $100,000 in ARR............................................................	630	963	701	1,031
Net Dollar Retention Rate...............................	122%	134%	125%	132%

Non-GAAP Financial Measures

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands, except percentages)
Income (loss) from operations........................	$(73,456)	$(877,433)	$12,521	$39,749
Non-GAAP operating income.........................	$27,128	$127,218	$18,067	$40,032
Operating margin..............................................	(15)%	(117)%	8%	17%
Non-GAAP operating margin..........................	5%	17%	12%	18%
Net cash provided by (used in) operating activities..........................................................	$1,047,334	$(61,717)	$(18,139)	$97,177
Net cash provided by (used in) investing activities..........................................................	$(57,336)	$(784,257)	$(336,630)	$41,251
Net cash provided by financing activities.....	$—	$62,450	$40	$339
Free Cash Flow................................................	$1,040,967	$(68,218)	$(19,650)	$94,582
Adjusted Free Cash Flow................................	$91,809	$181,261	$48,472	$94,582
Operating Cash Flow Margin .........................	207.4%	(8.2)%	(11.6)%	42.6%
Adjusted Free Cash Flow Margin..................	18.2%	24.2%	31.0%	41.4%

38

Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the

risks and uncertainties described below, together with all of the other information in this prospectus,

before making a decision to invest in our Class A common stock. The risks and uncertainties described

below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that

we deem immaterial may also become important factors that adversely affect our business. If any of the

following risks occur, our business, operating results, financial condition, and future prospects could be

materially and adversely affected. In that event, the market price of our Class A common stock could

decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have experienced rapid growth which may not be indicative of our future growth, and if we do

not effectively manage our future growth, our business, operating results, financial condition, and

future prospects may be adversely affected. Our rapid growth also makes it difficult to evaluate

future prospects.

We have experienced rapid growth and we expect to continue to invest broadly across our organization to

support our growth. Our revenue was $504.9 million and $749.0 million for the years ended December 31,

2023 and 2024, respectively. Our revenue was$156.2 million and $228.2 million for the three months

ended March 31, 2024 and 2025, respectively. The number of our employees has grown from 1,014 as of

December 31, 2022 to 1,646as of March 31, 2025. Although we have experienced rapid growth

historically, we may not sustain our current growth rates, and we cannot assure you that our investments

to support our growth will be successful. Even if our revenue continues to increase, we expect our

revenue growth rate to decline in the future as our business matures and our platform achieves more

widespread adoption. Accordingly, our historical growth makes it difficult to evaluate our business and

future prospects and you should not rely on the revenue growth of any prior quarterly or annual period as

an indication of our future performance. Overall growth of our revenue will depend on a number of factors,

including, but not limited to, our ability to:

•compete with other companies in our industry, including, but not limited to, those with greater

financial, technical, marketing, sales, and other resources, as well as with startup companies with

innovative products and novel solutions that compete with ours;

•retain and increase adoption of our products and services by existing customers, as well as

attract new customers and grow our customer base;

•develop new offerings and functionality for our platform and successfully optimize our existing

products and services, including through integration of AI into our platform;

•successfully expand our business domestically and internationally;

•effectively expand our sales force and leverage our existing sales capacity;

•attract, retain, and train service partners and expand product integrations;

•successfully hire and retain personnel, including product, design, engineering, and sales

personnel;

39

•successfully introduce and sell our platform in new markets and for new use cases;

•increase awareness of our brand;

•protect against security incidents;

•successfully price and package our platform in a rapidly changing software industry, including due

to advancements and increasing use of AI; and

•successfully identify and acquire or invest in businesses, products, offerings, or technologies that

we believe could complement or expand our platform and successfully integrate such businesses,

products, offerings, or technologies into our business.

We may not successfully accomplish any of these objectives and, as a result, it may be difficult for us to

accurately forecast our future operating results. If the assumptions that we use to plan our business are

incorrect or change in reaction to fluctuations in our markets, we may be unable to maintain consistent

revenue or revenue growth, the value of our stock could be volatile, and it may be difficult to achieve and

maintain profitability. In addition, changes in the global macroeconomic environment, including, but not

limited to, changes in tariffs or trade restrictions, volatile interest rates and inflation, actual or perceived

global banking and finance related issues, labor shortages, high unemployment rates, labor

displacement, supply chain disruptions, changes in spending environments, geopolitical instability,

warfare and uncertainty, including, but not limited to, the effects of geopolitical conflicts, weak economic

conditions in certain regions, or a reduction in software spending regardless of macroeconomic

conditions, may impact our growth.

As we have grown, our number of customers has also increased, and we have increasingly managed

more complex deployments of our platform. The rapid growth and expansion of our business places a

significant strain on our management, operational, engineering, and financial resources, and rapid

development cycles have also created technical debt within our platform. Addressing technical debt

requires engineering resources that could otherwise be devoted to new features or enhancements. If we

fail to properly manage technical debt, our platform performance may suffer, we may face increased

downtime, and our business, operating results, and financial condition could be harmed. Additionally, as

we integrate AI capabilities and expand our product offerings, technical complexity may increase,

potentially exacerbating these challenges. To manage any future growth effectively, we must continue to

improve and expand our infrastructure, including information technology and financial infrastructure, our

operating and administrative systems and controls, and our ability to manage headcount, capital, and

processes in an efficient manner. If we do not manage future growth effectively, our business, operating

results, financial condition, and future prospects would be adversely impacted.

If we continue to experience rapid growth, we may not be able to successfully implement or scale

improvements to our systems, processes, or controls in an efficient, timely, or cost-effective manner. As

we grow, our existing systems, processes, and controls may not prevent or detect all errors, omissions, or

fraud. For example, we have experienced instances of credential sharing, abuse of our Figma for

Education offerings, credit card fraud, and other instances of misuse or fraud on our platform that result in

bad debt, chargebacks, or other losses to us. Such incidents may increase as we grow. Any future growth

will continue to add complexity to our organization and require effective coordination throughout our

organization. Failure to manage any future growth effectively could result in increased costs, cause

difficulty or delays in deploying our platform to new and existing customers, reduce the quality of our

platform, customer satisfaction and demand for our platform, or cause difficulties in introducing new

offerings or cause other operational challenges. Any of these difficulties would adversely affect our

business, operating results, financial condition, and future prospects.

40

Our operating results may fluctuate significantly, which could make our future results difficult to

predict and could cause our operating results to fall below expectations.

Our operating results have varied significantly from period to period in the past, and we expect that our

operating results will continue to vary significantly in the future such that period-to-period comparisons of

our operating results may not be meaningful. Accordingly, our financial results in any one quarter should

not be relied upon as indicative of future performance. To the extent that fluctuations in our quarterly

results lead us to underperform relative to market expectations, such fluctuations may negatively impact

the trading price of our Class A common stock. Our quarterly financial results may fluctuate as a result of

a number of factors, many of which are outside of our control and may be difficult to predict, including, but

not limited to:

•the amount and timing of investments and expenditures related to the expansion of our business;

•the impacts on our cost structure, including, but not limited to, a decrease in our gross margins

and operating margins associated with AI-related products and features;

•the impact of AI on the software creation industry and more generally within the software industry

and on the demand for our platform, products, and services;

•general macroeconomic and political conditions, both domestically and in foreign markets where

we operate, including, but not limited to, changes in U.S. federal spending, changes in tariffs or

trade restrictions, global economic slowdowns, actual or perceived global banking and finance

related issues, increased risk of inflation, potential uncertainty with respect to the federal debt

ceiling and budget and potential government shutdowns related thereto, interest rate volatility,

supply chain disruptions, labor shortages, and potential global recession;

•the impact of natural or man-made global events on our business, including, but not limited to,

wars and other geopolitical conflicts;

•market acceptance of our recent changes to our pricing, packaging, and billing models and any

further changes in our billing model or those of our competitors;

•our ability to attract new customers and retain and increase adoption of our products by existing

customers;

•changes in user or customer requirements or market needs;

•the budgeting cycles, seasonal buying patterns, and purchasing practices of our customers and

potential customers;

•the timing and length of our sales cycles;

•the timing of revenue recognition;

•the timing and success of new product and service releases by us or our competitors or any other

competitive developments, including consolidation among our customers or competitors;

•our ability to convert users of our free product offerings into subscribing customers;

•our ability to successfully expand our business domestically and internationally;

•decisions by organizations to purchase competitive products and services from other vendors;

•insolvency, credit difficulties, or other financial issues affecting our customers or potential

customers, which affects their ability to purchase or pay for our products and services;

41

•significant security breaches of, technical difficulties with, or interruptions to, the use of our

platform or other cybersecurity incidents;

•extraordinary expenses such as litigation or other dispute-related settlement payments or

outcomes, taxes, regulatory fines, or penalties;

•changes in the market value of our investments, including in our marketable securities, in

particular as a result of volatility related to our investments in a Bitcoin exchange-traded fund or

any future investments in alternative asset classes;

•significant charges in our financial statements relating to any impairment of goodwill or intangible

assets;

•changes in the mix of various aspects of our business, including, but not limited to, self-service

and sales led offerings, the proportion of business generated in the United States and

internationally, and the adoption rates among our various pricing packages;

•changes to our effective tax rate;

•future accounting pronouncements or changes in our accounting policies or practices;

•negative media and social media coverage or publicity; and

•increases or decreases in our expenses caused by fluctuations in foreign currency exchange

rates.

Historically, we have experienced seasonal fluctuations in our financial results due to increased expenses

incurred in connection with our annual user conferences, including Config, which we typically host in the

second quarter of each year, as well as in connection with other advertising efforts. We expect that

seasonality may become more pronounced in our business in the future, particularly as a greater

percentage of our business is attributable to larger customers and deals, due to the annual budget

approval process of larger organizations. Moreover, any of the above discussed fluctuations could result

in our failure to meet our operating plan or the expectations of investors or analysts for any period. If we

fail to meet such expectations for the reasons described above or other reasons, our stock price could fall

substantially, and we could face costly lawsuits, including securities class action lawsuits.

We have a limited operating history at our current scale, which makes it difficult to evaluate our

current business and future prospects and increases the risks associated with your investment.

Although we were founded in October 2012, we have evolved our business and platform significantly

since publicly launching our initial product, Figma Design, in 2015, including through the introduction of

new offerings. For example, we introduced FigJam in 2021, Dev Mode in 2023, Figma Slides in 2024, and

Figma Sites, Figma Make, Figma Buzz, and Figma Draw in 2025. In addition, in March 2025, we

implemented significant changes to our pricing, packaging, and billing models. Accordingly, we have a

limited operating history at our current scale of business and with our current pricing, packaging, and

billing models, which makes it difficult to evaluate our current business, future prospects, and other

trends. For example, we experienced an expansion in our Net Dollar Retention Rate throughout 2024

subsequent to our launch of Dev Mode in 2023. We expect our Net Dollar Retention Rate to fluctuate or

decline in the future as a result of a number of factors such as the growing level of our revenue base, the

level of penetration within our customer base, expansion of products and features, our ability to retain our

customers, and any changes to the pricing and packaging of our plans. We expect to continue to make

significant expenditures related to the development and expansion of our business, including, but not

limited to, expenditures related to acquiring new customers, expanding relationships with existing

customers, expanding our global footprint, developing and expanding our platform, growing our sales and

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marketing investments, expanding our operations both domestically and internationally, and integrating

AI, including generative AI, into our platform. We also expect to incur expenditures related to legal, tax,

accounting, and other administrative and compliance expenses related to operating as a public company.

We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by

growing companies in rapidly changing industries and sectors, such as the risks and uncertainties

described herein. Any predictions about our future revenue and expenses may not be as accurate as they

would be if we had a longer operating history or operated in more predictable or established markets. If

our assumptions regarding these risks and uncertainties are incorrect or change due to changing

circumstances, or if we do not address these risks successfully, our operating and financial results could

differ materially from our expectations and our business and the trading price of our Class A common

stock may be adversely affected. We cannot assure you that we will be successful in addressing these or

other challenges we may face in the future.

Changes in our pricing, packaging, or billing models could adversely affect our business,

operating results, financial condition, and future prospects.

We have made changes to our pricing, packaging, and billing models in the past, and we expect to make

occasional changes to our pricing, packaging, and billing models in the future. For example, in March

2025, we moved away from user-driven upgrades. Prior to March 2025, seat upgrades were driven by

users by default. Administrators reviewed these new seats retroactively to provision the seats. In the new

model, any seat upgrade needs to be approved by an administrator before the license is provisioned. We

also introduced multi-product seats that include additional functionality with each seat and increased the

price of our most expensive offering, which is now our Full seat. We made these changes to keep pace

with our expanded offerings and features since our platform’s launch and to provide our customers with

more visibility and upfront controls. Our new pricing, packaging, and billing models may not accurately

reflect the optimal pricing, packaging, and billing models necessary to attract new customers and retain

existing customers, which make it difficult to accurately plan and forecast our operating results. Moreover,

over time, we expect to introduce products and services that may be billed differently than on a per seat

basis, such as an add-on or pricing with limits on feature usage. We expect this type of billing may be less

predictable than subscription-based business models because customers have more flexibility in how

they use and pay for products and features, providing us less visibility into the timing of revenue

recognition from such arrangements. As a result, the introduction of alternative billing arrangements may

impact our business, operating results, and financial condition. The changes to our pricing and packaging

plans introduced in March 2025 have made, and any further changes to components of our billing models

that we may introduce in the future may make, forecasting our operating results more difficult and result in

comparisons to periods prior to the updates being less meaningful as some of the drivers underlying our

business model will have changed.

Further, as AI and its integration into software becomes more prevalent and its use cases become more

sophisticated, including with respect to our products and the products of our competitors, there could be a

decrease in the number of designers, developers, and other collaborators that use our platform if such

individuals are able to significantly increase their efficiency through the use of AI capabilities alongside or

instead of our platform. Such a decrease could reduce the number of seats that customers or potential

customers subscribe to, which could lead to a loss of revenue, slower growth, and adversely impact our

business, operating results, and financial condition. In response to any industry changes resulting from

AI, we may need to make further changes to our billing model.

Moreover, as the markets for our products and services mature, as we continue to add additional

offerings to our platform, and as competitors introduce new products and services that compete with ours,

we may be unable to attract new customers and retain existing customers at the same price or based on

the same billing models as we have used historically. We may from time to time decide to make further

changes to our billing models due to a variety of reasons, including, but not limited to, changes to the

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markets for our products and services, increased use of AI in the software industry generally, pricing

pressures, and the introduction of new products and services by competitors. Changes to the

components of our billing models, including the changes to our pricing and packaging plans introduced in

March 2025 and any further changes that we may make in the future, may, among other things, result in

customer dissatisfaction, lead to a loss of customers, and negatively impact our business, operating

results, and financial condition. Moreover, our ability to increase or maintain our prices may be

constrained by competitive dynamics, customer expectations or pressure to provide discounts, or

economic conditions. If we are unable to increase prices to offset rising costs, or if price increases

significantly reduce customer demand, our business, operating results, and financial condition could be

negatively impacted.

If we are unable to attract new customers or retain and increase adoption of our products and

services by existing customers, we may not achieve the growth we expect, which would adversely

affect our business, operating results, financial condition, and future prospects.

In order for us to improve our operating results and continue to grow our business, it is important that we

continue to attract new customers and that existing customers continue to renew and increase their

usage of our products, which we currently charge for on a per-user basis. Customers have no obligation

to renew a subscription after the expiration of the contract term, and customers may not renew their

subscriptions with a similar contract period, with the same or greater number of seats, for the same

subscription plan, or at all. If our customers do not renew their subscriptions or if they renew on terms less

favorable to us, our revenue may decline.

Our customer retention may decline or fluctuate as a result of various factors, including, but not limited to,

their satisfaction with our platform, products, and services and satisfaction with those offered by

competitors, our pricing, packaging, and billing models and changes to such models including our recent

pricing changes, and the effects of general economic conditions and uncertainty in financial markets.

Further, our future success depends, in part, on our ability to convert users of our free plan into paying

customers on a paid pricing plan and selling additional offerings to existing paying customers. This may

require us to incur increased sales and marketing expenses, but it may not result in additional sales. The

rate at which our customers convert from our free pricing plan to our paid product plan and the rate at

which our customers purchase additional or premium offerings depend on a number of factors, including,

but not limited to, the features, functionality, and pricing of such offerings, availability of competitive

offerings, as well as general macroeconomic conditions. If our efforts to convert users of our free pricing

plan to our paid pricing plans or sell additional or premium offerings to customers are unsuccessful, our

business, operating results, financial condition, and future prospects may be adversely impacted.

Historically, a significant portion of our revenue growth has been derived from organic growth that occurs

within organizations when new users decide to use our platform based on word-of-mouth

recommendations, as opposed to management driven enterprise-wide procurement processes. As we

increasingly sell to larger organizations, however, such organizations may have more extensive internal

approval requirements that prevent or delay potential users in those organizations from using our

platform, which may delay or prevent the organic growth of potential future customers at the same rate as

in historical periods and could cause the costs associated with new customer acquisition to increase in

future periods. This trend may be even more pronounced due to the changes we made in March 2025 as

part of our billing model update, which included administrator controls that may inhibit the number of seat

upgrades on our platform in the future.

In recent years, we have released a number of new products and feature enhancements intended to

address a broader set of use cases than contemplated by our initial product, Figma Design, and we

expect to continue to release additional products and feature enhancements to our platform. Our future

44

success will depend in part on the success of these new products and features and our ability to

demonstrate the value of them to a wider set of users, both within current customers and prospective

customers. If we are unable to successfully market new products and features to a wider set of

customers, we may not achieve the return on our initial investments, or long-term growth, expected by

analysts or investors and our business may be adversely affected as a result.

As the markets for our products and services mature, our platform evolves, and competitors introduce

lower cost and/or differentiated products and services that are perceived to compete with our platform,

our ability to maintain or expand usage of our platform could be impaired. The cost of new customer

acquisition and ongoing customer support may prove higher than anticipated, thereby adversely

impacting our profitability.

Other factors, many of which are out of our control, may now or in the future impact our ability to retain

existing customers, attract new customers, and expand usage of our platform by such customers in a

cost-effective manner, including, but not limited to:

•potential customers’ commitments to existing products or services or greater familiarity or comfort

with other products or services;

•our ability to expand, retain, effectively train, and motivate our sales and marketing personnel;

•negative social media, media, industry, or analyst commentary regarding our products and

services;

•decreased spending on product design solutions and other products and services that we offer;

•the impact of AI on the markets for our products and services; and

•general macroeconomic and geopolitical conditions.

If we are not able to effectively introduce enhancements to our platform, including new offerings,

features, and functionality, that achieve widespread market adoption, or keep pace with

technological developments, our business, operating results, and financial condition could be

adversely affected.

The markets for our products and services are characterized by rapidly changing technologies, frequent

new product and service releases, and evolving industry standards. The rapid growth and intense

competition in our industry exacerbate these market characteristics. Our ability to attract new customers

and increase revenue from existing customers depends in large part on our ability to enhance and

improve our platform and introduce compelling new products and services that reflect the changing nature

of our markets. Further, we will need to adapt to rapidly changing technologies by continually improving

the performance, features, and reliability of our platform, products, and services, and by selling in new

markets and for new use cases. The success of any enhancement to our platform depends on several

factors, including, but not limited to, timely completion and delivery, competitive pricing, adequate quality

testing, integration with existing technologies and our platform, and overall market adoption. We may

experience difficulties that could delay or prevent the successful development, introduction, or marketing

of platform updates or new offerings, features, and functionality. Any new product or service that we

develop may not be introduced in a timely or cost-effective manner, may contain bugs, or may not

achieve the market adoption necessary to generate significant revenue. If we are unable to successfully

develop new products, enhance our existing products to meet customer requirements, or otherwise

achieve market adoption, our business, operating results, and financial condition would be harmed.

We have made significant investments to develop, launch, and enhance new products and services, such

as FigJam in 2021, Dev Mode in 2023, Figma Slides in 2024, and Figma Sites, Figma Make, Figma Buzz,

45

and Figma Draw in 2025. We intend to continue investing significant resources to develop and launch

new products, services, features, and functionality, including enhancements to our platform’s accessibility.

If we do not allocate these resources efficiently, effectively, or in an otherwise commercially successful

manner, we may not realize the expected benefits of our strategy. There can be no assurance that

customer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any

of these initiatives will gain sufficient traction or market adoption to generate sufficient revenue to offset

any new expenses or liabilities associated with these new investments. It is also possible that products

and services developed by others, including, but not limited to, new technologies integrating AI, or

products and services developed by competitors that employ a consumption-based subscription model,

will render our platform and offerings uncompetitive or obsolete. Further, our development efforts with

respect to new technologies, offerings, features, and functionality could distract management from current

operations, and would divert capital and other resources from our more established offerings. If we do not

realize the expected benefits of our investments, our business, operating results, financial condition, and

future prospects could be adversely affected.

Competitive developments in AI and our inability to effectively respond to such developments

could adversely affect our business, operating results, and financial condition.

Developments in AI are already impacting the software industry significantly, and we expect this impact to

be even greater in the future. AI has become more prevalent in the markets in which we operate and may

result in significant changes in the demand for our platform, including, but not limited to, reducing the

difficulty and cost for competitors to build and launch competitive products, altering how consumers and

businesses interact with websites and apps and consume content in ways that may result in a reduction in

the overall value of interface design, or by otherwise making aspects of our platform obsolete or

decreasing the number of designers, developers, and other collaborators that utilize our platform. Any of

these changes could, in turn, lead to a loss of revenue and adversely impact our business, operating

results, and financial condition.

While we have made, and expect to continue to make, significant investments to integrate AI, including

generative AI, into our platform, AI technologies are rapidly evolving and there can be no guarantee that

our products will remain competitive as new AI technologies are developed, adopted, and integrated into

software solutions. We expect that increased investment will be required in the future to continuously

improve our use of AI technologies. As with many technological innovations, there are significant risks

involved in developing, maintaining, and deploying AI. There can be no assurance that the integration of

such technologies will enhance our products or services or be beneficial to our business, including, but

not limited to, with respect to our efficiency or profitability. Similarly, we cannot guarantee that our

investments in the development and integration of AI will be successful or provide an adequate return,

including, without limitation, with respect to the amount of time, focus, and staffing directed towards these

efforts,

Further, our competitors may incorporate AI into their products more quickly or more successfully than we

do, which would impair our ability to compete effectively. Decisions as to if and how to integrate various AI

technologies are difficult and we may choose not to adopt certain technologies or take advantage of

certain data sets available to us as a result of ethical, legal, regulatory, or reputational concerns, which

could put us at a competitive disadvantage and harm our business, operating results, and financial

condition.

Our failure to successfully develop or commercialize our products or services involving AI technologies

could impact the price of our Class A common stock and impair our ability to raise capital, expand our

business, improve and diversify our product offerings, efficiently manage our operating expenses, and

respond effectively to competitive developments. Moreover, the use of AI technologies and our

investments to integrate AI into our platform may adversely impact our business, operating results, and

46

financial condition. For example, in the short term, we expect that our AI investments and use of AI

technologies, including as part of Figma Make and our Figma AI features, will negatively impact our gross

margins and operating margins and, given the newness of and rapid development of these technologies,

the impacts on our gross margins and operating margins, and on our business, operating results, financial

condition, and future prospects over the longer term, are currently unknown.

We face intense competition and could lose market share to our competitors, which would

adversely affect our business, operating results, financial condition, and future prospects.

The markets in which we participate are rapidly evolving and highly competitive, and if we do not compete

effectively, our business, operating results, and financial condition could be adversely impacted. We face

competition from a number of companies, including companies that cater to multiple stages of the design

and development process, point tools that address individual parts of the process but can expand to

cover more, and design-to-code and AI-driven companies and tools that compress or accelerate steps in

the workflow or take a different approach to building digital experiences. We may also face competition

from customized or internal solutions used by our customers or potential customers, particularly with AI’s

potential to accelerate the ability to develop and deploy new software. Moreover, we expect to continue to

face intense competition from current competitors, as well as from new entrants into the market, including

as a result of strategic acquisitions and partnerships, increased use of AI, or evolving user and customer

requirements and industry standards. If we are unable to anticipate or react to these challenges, our

competitive position could weaken, and we may experience a decline in revenue, reduced revenue

growth, or a loss of market share, which, individually or collectively, could adversely affect our business,

operating results, and financial condition.

Our ability to compete effectively depends upon numerous factors, many of which are beyond our control,

including, but not limited to:

•our ability to attract new customers and retain existing customers, expand our platform, or

increase adoption of our products and services by new and existing customers;

•market acceptance of our recent, and any future, billing model changes;

•our ability to attract, train, retain, and motivate talented employees;

•the extent of market adoption of our platform, and the timing of such market adoption, which may

be influenced by developments and enhancements we introduce to our platform relative to the

developments and enhancements made to competitive products available in the market;

•the impact of AI on the markets for our products and services, including, but not limited to, our

ability to successfully incorporate AI technologies into our platform and successfully adapt our

billing models to the increased use of AI in the software industry generally;

•the budgeting cycles, seasonal buying patterns, and purchasing practices of our customers,

including, but not limited to, any slowdown in technology spending due to U.S. and global

macroeconomic conditions;

•general macroeconomic and political conditions, both domestically and in foreign markets where

we operate, including, but not limited to, changes in U.S. federal spending, changes in tariffs or

trade restrictions, global economic slowdowns, actual or perceived global banking and finance

related issues, increased risk of inflation, potential uncertainty with respect to the federal debt

ceiling and budget and potential government shutdowns related thereto, interest rate volatility,

supply chain disruptions, labor shortages, and potential global recession;

•changes in user, customer, or market needs or preferences;

47

•the effectiveness and cost-effectiveness of our customer service and support efforts;

•our product pricing strategies, including any pressure to change our product pricing strategies as

a result of competition;

•the timing and success of new offerings by us or our competitors or any other change in the

competitive landscape of our industry, including, but not limited to, consolidation among our

competitors or customers and strategic partnerships entered into by or between our competitors;

•changes in the mix of our overall business, including in subscription plans and products sold;

•ease of use, performance, reliability, and comprehensiveness of our platform relative to

competitive products and services;

•our reputation and brand strength relative to our competitors;

•our ability to maintain and grow our community of users and customers both domestically and

internationally;

•security breaches of, technical difficulties with, or interruptions to the use of our platform;

•the timing and costs related to the development or acquisition of technologies, businesses, or

strategic partnerships;

•our ability to execute, complete, or efficiently integrate any acquisitions that we may undertake;

•increased expenses, unforeseen liabilities, or write-downs and any impact on our operating

results from any acquisitions we consummate;

•the length and complexity of our sales cycles; and

•insolvency, credit difficulties, or other financial issues affecting our customers or potential

customers, which could increase due to U.S. and global macroeconomic issues, changes in tariffs

or trade restrictions, inflation, and interest rate volatility, and may adversely affect their ability to

purchase or pay for our platform in a timely manner or at all.

Our competitors may have greater financial, technical, marketing, sales, and other resources, greater

name recognition, longer operating histories, and a larger base of customers than we do. Our competitors

may be able to devote greater resources to the development, promotion, and sale of their products and

services than we can, and they may offer lower pricing than we do or bundle certain competing products

and services at lower prices or for free. Our competitors may also have greater resources for research

and development of new technologies, customer support, and to pursue acquisitions, or they may have

other financial, technical, or other resource advantages. Our larger competitors have substantially broader

and more diverse product and service offerings and more mature distribution and go-to-market strategies,

which allows them to leverage their existing customer and distributor relationships to gain business in a

manner that discourages potential customers from purchasing our platform. Furthermore, our current or

potential competitors may be acquired by third parties with greater available resources and the ability to

initiate or withstand substantial price competition. Pricing pressures and increased competition could

result in reduced sales, lower margins, or financial losses, or hinder our ability to maintain or improve our

competitive market position, any of which could adversely affect our business, operating results, and

financial condition.

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Our product and investment decisions may negatively impact our short-term financial results and

may not produce the long-term benefits that we expect.

We make product and investment decisions, which we believe are essential to the success of our platform

and in serving the best, long-term interests of Figma and our stockholders. As a result, we may make

business decisions that negatively impact our financial results in the short-term when we believe that the

decisions are consistent with our goal to improve the user experience on our platform, attract new users

and customers, and expand our relationships with our existing users and customers, resulting in the long-

term success of our platform and business. These decisions may not result in the outcomes we expect

and may not be consistent with the expectations of investors and analysts, in which case our business,

operating results, and financial condition could be adversely affected.

The markets for our products and services are relatively new and unproven and may not grow,

which would adversely affect our business, operating results, financial condition, and future

prospects.

Although we launched our initial product, Figma Design, in 2015, the markets for our products and

services, and especially those recently introduced, such as FigJam in 2021, Dev Mode in 2023, Figma

Slides in 2024, and Figma Sites, Figma Make, Figma Buzz, and Figma Draw in 2025, remain relatively

new and unproven. Because the markets for our products and services are relatively new and rapidly

evolving, it is difficult to predict customer adoption, customer and user demand for our products and

services, the size and growth rate of these markets, the entry of competitive products and services, or the

success of existing competitive services. It is also difficult to predict the impact of AI on our markets. Any

expansion or contraction in our markets depends on a number of factors, including, but not limited to, the

cost, performance, and perceived value associated with our platform and the appetite and ability of

customers to pay for and subscribe to our platform. Further, even if the overall markets for the type of

offerings we provide continue to grow, we may face intense competition from larger and more well-

established companies, as well as new entrants, and we may not be able to compete effectively, or

achieve widespread market adoption of our platform. If the markets for our platform do not grow to the

extent that we anticipate or our platform does not achieve widespread adoption within the markets in

which we operate, our business, operating results, financial condition, and future prospects could be

adversely affected.

Our use of AI in our products and services may result in reputational harm, legal liability,

competitive risks, and regulatory concerns that could adversely affect our business, operating

results, and financial condition.

We have made, and expect to continue to make, significant investments to integrate AI, including

generative AI, and machine learning technology into our platform, including as part of our Figma Make

product and Figma AI features. Many AI technologies are relatively new and present ethical, legal,

regulatory, and reputational challenges. The use of datasets to develop AI models, the content generated

by AI systems, or the application of AI systems may be found to be insufficient, offensive, biased, or

harmful, or may violate current or future laws and regulations.

Further, we generally rely on third-party models for the AI features on our platform. Our ability to continue

to use such technologies at scale may be dependent on access to specific third-party software and

infrastructure. We cannot control the availability or pricing of such third-party AI technologies, especially in

a highly competitive environment, and we may be unable to negotiate favorable economic terms with the

applicable providers. If any such third-party AI technologies become incompatible with our platform or

unavailable for use, or if the providers of such models unfavorably change the terms on which their AI

technologies are offered or terminate their relationship with us, our platform may become less appealing

to our customers and our business, operating results, and financial condition could be adversely

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impacted. Moreover, the integration of third-party AI models with our platform relies on certain safeguards

implemented by the third-party developers of the underlying AI models, including those related to the

accuracy, bias, and other variables of the training data used for such models, and these safeguards may

be insufficient. If the models underlying our AI technologies are incorrectly designed or implemented;

trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data

to which we do not have sufficient rights or in relation to which we and/or the providers of such data have

not implemented sufficient legal compliance measures; used without sufficient oversight and governance

to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges,

cybersecurity threats, or material performance issues, the performance of our products, services, and

business, as well as our reputation and the reputations of our customers, could suffer, and we could incur

liability resulting from the violation of laws, breach of contract claims, or civil claims. In addition, the use of

AI applications may result in data leakage or unauthorized exposure of data, including, but not limited to,

confidential business information, the personal data of end users, or other sensitive information. Such

leakage or unauthorized exposure of data related to the use of AI applications could result in legal claims

or liability or otherwise adversely affect our reputation and operating results.

Moreover, our generative AI technologies could generate output that infringes on third-party intellectual

property rights, and we could be subject to claims or lawsuits, including, but not limited to, for infringement

of third-party intellectual property rights as a result of the output of such generative AI technologies. While

some providers of AI technologies offer to indemnify their end users for any copyright or other intellectual

property infringement claims arising from the output of their AI technologies, such indemnification may be

inadequate or we may not be successful in adequately recovering our losses in connection with such

claims. Our generative AI technologies could also generate content that is inaccurate, misleading, or

inappropriate, which could harm our reputation, expose us to liability, or cause customers to lose

confidence in our platform.

The regulatory framework for AI technologies is rapidly evolving as many U.S. federal, state, and foreign

government bodies and agencies have introduced or are currently considering additional laws and

regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect the

operation of our AI technologies, or could be rescinded or amended as new administrations take differing

approaches to evolving AI technologies. As a result, implementation standards and enforcement practices

are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the

impact future laws, regulations, standards, or market perception of their requirements may have on our

business and may not always be able to anticipate how to respond to these laws or regulations. 

Already, certain existing legal regimes, for example, relating to data privacy, regulate certain aspects of AI

technologies, and new laws regulating AI technologies either entered into force in the United States and

the European Economic Area (the “EEA”) in 2024 or are expected to enter into force in 2025. U.S.

legislation related to AI technologies has been introduced at the federal level and has passed at the state

level. For example, California enacted seventeen new laws in 2024 that regulate use of AI technologies

and provide consumers with additional protections around companies’ use of AI technologies, such as

requiring companies to disclose certain uses of generative AI. Other states have also passed AI-focused

legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of

“high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s

Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures

for the use of generative AI in certain consumer interactions. Such additional regulations may impact our

ability to develop, use, and commercialize AI technologies in the future.

In Europe, the EU Artificial Intelligence Act (the “EU AI Act”), which entered into force in August 2024,

establishes a comprehensive, risk-based governance framework for AI in the EU market. The majority of

the substantive requirements of the EU AI Act are not enforceable yet and will apply from August 2, 2026.

The EU AI Act will have a material impact on the way AI is regulated in the EU, as it applies to companies

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that develop, use, and/or provide AI in the EU and, depending on the AI use case, includes requirements

around transparency, conformity assessments and monitoring, risk assessments, human oversight,

security, accuracy, general purpose AI, and foundation models, and imposes fines for breaches of up to

7% of worldwide annual revenues. The EU AI Act, together with developing guidance and/or decisions in

this area, may affect our use of AI technologies and our ability to provide, improve, or commercialize our

services, require additional compliance measures and changes to our operations and processes, result in

increased compliance costs and potential increases in civil claims against us, and could adversely affect

our business, operating results, and financial condition. It is possible that further new laws and regulations

will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and

regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability

to use AI technologies for our business, or require us to change the way we use AI technologies in a

manner that negatively affects the performance of our offerings and the way in which we use AI

technologies. We may need to expend resources to adjust our products or services in certain jurisdictions

if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the cost to comply

with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant

and would increase our operating expenses (such as by imposing additional reporting obligations

regarding our use of AI technologies). Such an increase in operating expenses, as well as any actual or

perceived failure to comply with such laws and regulations, could adversely affect our business, operating

results, and financial condition.

Moreover, any changes to the above discussed existing legal regimes with respect to data privacy and AI

technologies within the United States and abroad could require us to expend significant resources to

modify our products, services, or operations to ensure compliance or remain competitive.

Existing and future acquisitions, strategic investments, partnerships, or alliances could be difficult

to identify and integrate, divert the attention of key management personnel, disrupt our business,

dilute stockholder value, and adversely affect our business, operating results, financial condition,

and future prospects.

As part of our business strategy, we have in the past and expect to continue to make investments in or

acquire complementary companies, services, products, technologies, or talent. All of our acquisitions and

investments are subject to a risk of partial or total loss of investment capital. Our ability as an organization

to acquire and integrate other companies, services, or technologies in a successful manner is not

guaranteed.

In the future, we may not be able to find suitable acquisition candidates, and we may not be able to

complete such acquisitions on favorable terms, if at all. Our due diligence efforts may fail to identify all of

the challenges, problems, liabilities, or other shortcomings involved in an acquisition. Further, current and

future changes to the U.S. and foreign regulatory approval processes and requirements related to

acquisitions may cause approvals to take longer than anticipated, not be forthcoming, or contain

burdensome conditions, which may prevent the completion of the transaction or jeopardize, delay, or

reduce the anticipated benefits of the transaction, and impede the execution of our business strategy. For

example, in 2022, we entered into an agreement to be acquired by Adobe, Inc. (“Adobe”). However,

based on our joint assessment that there was no clear path to obtain the required regulatory approvals for

the transaction to close, and in 2023, we mutually agreed with Adobe to terminate the agreement. In

addition, the process of seeking the regulatory approvals necessary to close an acquisition can be long

and burdensome, requiring significant time and attention from the management team and imposing

opportunity costs. If we do complete acquisitions, we may not ultimately strengthen our competitive

position or ability to achieve our business objectives, and any acquisitions we announce or complete

could be viewed negatively by our customers or investors.

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In addition, if we are unsuccessful at integrating existing and future acquisitions, or the technologies and

personnel associated with such acquisitions, into our company, the revenue and operating results of the

combined company could be adversely affected. Any integration process may require significant time and

resources, and we may not be able to manage the process successfully. We may not successfully

evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an

acquisition transaction, causing unanticipated write-offs or accounting (including goodwill) charges.

Additionally, integrations could take longer than expected, or if we move too quickly in trying to integrate

an acquisition, strategic investment, partnership, or other alliance, we may fail to achieve the desired

efficiencies. Further, the companies we acquire could have vulnerabilities and/or unsophisticated security

measures, which may expose us to significant cybersecurity, operational, and financial risks.

We have, and may in the future have, to pay cash, incur debt, or issue equity securities to pay for

acquisitions, each of which could adversely affect our financial condition and the market price of our Class

A common stock. The sale of equity or issuance of convertible debt to finance any such acquisitions could

result in dilution to our stockholders, which, depending on the size of the acquisition, may be significant.

The incurrence of indebtedness would result in increased fixed obligations and could also include

covenants or other restrictions that would impede our ability to manage our operations.

Additional risks we may face in connection with acquisitions and strategic investments include:

•diversion of management’s time and focus from operating our business;

•the inability to integrate product and service offerings of an acquired company;

•retention of key employees from the acquired company;

•changes in relationships with strategic partners or the loss of any key customers or partners as a

result of acquisitions or strategic positioning resulting from the acquisition or strategic investment;

•cultural challenges associated with integrating employees from the acquired company into our

organization;

•integration of the acquired company’s finance, accounting, customer relationship management,

management information, human resources, and other administrative systems;

•the need to implement or improve controls, procedures, and policies at a business that prior to

the acquisition may have lacked sufficiently effective controls, procedures, and policies;

•unexpected security risks or higher than expected costs to improve the security posture of the

acquired company;

•higher than expected costs to bring the acquired company’s information technology infrastructure

up to our standards;

•additional legal, regulatory, or compliance requirements;

•financial reporting, revenue recognition, or other financial or control deficiencies of the acquired

company that we do not adequately address and that cause our reported results to be incorrect;

•liability for activities of the acquired company before the acquisition, including, but not limited to,

intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities,

and other known and unknown liabilities;

•failing to achieve the expected benefits of the acquisition or investment; and

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•litigation or other claims in connection with the acquired company, including, but not limited to,

claims from or against terminated employees, customers, current and former stockholders, or

other third parties.

Our failure to address these risks or other problems encountered in connection with acquisitions and

investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments,

cause us to incur unanticipated liabilities, and harm our business generally.

In the event that we were to receive an offer to purchase our company, our Board of Directors, subject to

its fiduciary duties, may decide to approve or forego the sale. Certain stockholders may disagree with or

challenge such a decision. Moreover, if we were to engage in a sale of our company, we may experience

risks and uncertainties, including, but not limited to, as a result of the closing conditions to the transaction

being delayed or not obtained, including due to delay or failure to obtain necessary regulatory approvals;

business disruptions due to transaction-related uncertainty or other factors making it more difficult to

maintain relationships with our employees, customers, users, and partners; any litigation resulting from

such transaction, and diversion of management’s attention from our ongoing business operations and

opportunities as a result of the proposed transaction. For example, after entering into the Merger

Agreement with Adobe in 2022, we mutually agreed to terminate the Merger Agreement in 2023 based on

our joint assessment that there was no clear path to obtain the required regulatory approvals.

In addition to our strategic investments, we maintain a portfolio of marketable equity and debt securities.

From time to time, we have also invested excess cash reserves in alternative assets, such as the Bitcoin

exchange-traded fund, and may do so in the future. The investments in our portfolio are subject to our

corporate investment policy, which focuses on the preservation of capital, fulfillment of our liquidity needs,

and maximization of investment performance within the parameters set forth in our corporate investment

policy and subject to market conditions. These investments are subject to general credit, liquidity, market,

and interest rate risks. In particular, the value of our portfolio may decline due to changes in interest rates,

instability in the global financial markets that reduces the liquidity of securities and other assets in our

investment portfolio, volatility, and other factors, including unexpected or unprecedented events. As a

result, we may experience a decline in value or loss of liquidity of our investments, which could materially

and adversely affect our business, operating results, and financial condition.

Adverse global macroeconomic conditions or reduced software spending could adversely affect

our business, operating results, and financial condition.

Our business depends on the overall demand for software technology and on the economic health of our

current and prospective customers. As the landscape for software technology, and for the types of

products that we offer, evolves, the purchase of our products may be considered discretionary and

involve a significant commitment of capital, implementation, and other resources by an organization and,

as a result, prospective customers may decide not to purchase our products and existing customers may

reduce their use of our products. Weak global and regional economic conditions — including, but not

limited to, U.S. and global macroeconomic issues, actual or perceived global banking and finance related

issues, any economic impacts due to changes in U.S. federal spending, changes in tariffs and trade

restrictions, labor shortages, supply chain disruptions, fluctuating interest rates and inflation, changes in

spending environments, geopolitical instability, warfare, and uncertainty, including the effects of

geopolitical conflicts — could result in longer sales cycles, pressure to lower prices for our platform,

reduced sales to new or existing customers, or slower or declining growth of our business or negatively

impact our ability to attract new customers, retain existing customers, or increase the adoption of our

products and services by new and existing customers, any of which would adversely affect our business,

operating results, and financial condition. For example, in 2023, we experienced a decline in usage and

consumption patterns from certain customers, especially larger enterprise customers, longer sales cycles

and downsizing of renewals by existing customers, especially larger enterprise customers. We believe

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these trends were due, in part, to uncertainty in macroeconomic conditions and related cost-

consciousness around software budgets at the time. Deterioration in economic conditions in any of the

countries in which we do business could also cause slower or impaired collections on accounts

receivable, which may adversely impact our liquidity and financial condition.

The imposition of tariffs, border taxes, or other barriers to trade may directly or indirectly impact our

business, operating results, financial condition, and stock price, including as a result of any impact on our

customers that may reduce demand for our platform, products, and services. For example, the United

States has recently announced tariffs, certain of which have been temporarily suspended, on imported

goods from most countries and select countries have announced retaliatory tariffs in response,

contributing to volatility in the markets. There can be no assurance that we will be able to mitigate the

impacts of the foregoing or any future changes in global trade dynamics on our business.

Security and privacy breaches may adversely impact our business, operating results, and financial

condition.

Our platform hosts, processes, stores, and transmits our and our customers’ proprietary and sensitive

data, including personal data about customers, employees, business partners and others, and trade

secrets. We also use third-party service providers to help us deliver services to our customers and users.

These vendors may host, process, store, or transmit personal and financial data, or other confidential

information of our employees, consultants, or our users and customers. We collect such information from

individuals located both in the United States and abroad and may host, process, store, or transmit such

information outside the country in which it was collected. While we and our third-party service providers

have implemented security measures designed to protect against privacy and security breaches, these

measures could fail or may be insufficient, resulting in the unauthorized access or disclosure,

modification, misuse, destruction, or loss of our or our customers’ data or other sensitive information. We

have experienced, and may in the future experience, cybersecurity incidents; however, to date, these

incidents have not had a material impact on our business, operating results, and financial condition. Any

security breach of our platform, our operational systems, physical facilities, or the systems of our third-

party processors, or the perception that a breach has occurred, or other adverse impact to the availability,

integrity or confidentiality of such platform and systems, could result in litigation (including class actions),

indemnity obligations, regulatory enforcement actions, investigations, compulsory audits, fines, penalties,

mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and

other liabilities and damage to our business.

We face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our or

our customers’ confidential or personal data and our and our third-party service providers’ information

technology systems, which could result from human error, system misconfiguration, or from cyber-attacks,

including distributed-denial-of-service attacks, reverse-engineering of AI algorithms, web scraping,

ransomware attacks, business email compromises, computer malware, viruses, and social engineering

(including phishing), malicious code embedded in open-source software, or misconfigurations, “bugs” or

other vulnerabilities in commercial software that is integrated into our and our third-party service

providers’ information technology systems, products or services, which are prevalent in our industry.

These threats may come from a variety of sources including nation-state sponsored espionage and

hacking activities, corporate espionage, organized crime, sophisticated organizations, hacking groups and

individuals, and insider threats. Any security breach or disruption could result in the loss or destruction of,

or unauthorized access to, or use, alteration, disclosure, or acquisition of confidential or personal data,

which may result in damage to our reputation, termination of customer contracts, litigation, regulatory

investigations, or other liabilities. Any circumvention or failure of our cybersecurity defenses or measures

could compromise the confidentiality or integrity of our customers’ data or other sensitive information. If

our, our customers’, or our partners’ security measures are breached as a result of third-party action,

human error, system misconfiguration, malfeasance, or otherwise, and, as a result, someone obtains

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unauthorized access to our platform including confidential or personal data of our customers, our

reputation could be damaged, our business may suffer loss of current customers and future opportunities,

and we could incur significant financial liability including fines, cost of recovery, and costs related to

remediation measures.

Techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result,

we may be unable to fully anticipate these techniques or to implement adequate preventative measures.

Further, state-supported and geopolitical-related cyberattacks may rise in connection with regional

geopolitical conflicts which have increased the risk of cyberattacks on various types of infrastructure and

operations. Bad actors are also beginning to utilize AI-based tools, including generative AI-based tools, to

execute attacks, circumvent security controls, evade detection, and remove forensic evidence, creating

unprecedented cybersecurity challenges. As a result, we may be unable to detect, investigate, remediate,

or recover from future attacks or incidents, or to avoid a material adverse impact to our information

technology systems, confidential or personal data, or business. Remote and hybrid working arrangements

at our company (and at many third-party providers) also increase cybersecurity risks due to the

challenges associated with worker fraud, including through the use of a stolen or forged identity to gain

employment, managing remote computing assets and security vulnerabilities that are present in many

non-corporate and home networks. If an actual or perceived security breach occurs, the market

perception of our security measures could be harmed, and we could lose sales and customers. If we are,

or are perceived to be, not in compliance with data protection, consumer privacy, or other legal or

regulatory requirements or operational norms bearing on the collection, processing, storage, or other

treatment of data records, including personal data, our reputation and operating performance may suffer.

Any significant violations of data privacy could result in the loss of business, litigation,regulatory

investigations and processes, and penalties that could damage our reputation and adversely impact our

business, operating results, and financial condition.

We have certain contractual and legal obligations to notify relevant stakeholders of security breaches.

Most jurisdictions have enacted their own laws requiring companies to notify affected individuals,

regulatory authorities, and relevant others of security breaches involving certain types of data, including

personal data. In addition, our agreements with certain customers may require us to notify them in the

event of a security breach. The foregoing mandatory disclosures are costly, could lead to negative

publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and

may require us to expend significant capital and other resources to respond to or alleviate problems

caused by the actual or perceived security breach.

A security breach could lead to claims by our customers or other relevant stakeholders that we have

failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action

or our customers could end their relationships with us. There can be no assurance that any limitations of

liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or

damages. While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover

all liabilities incurred by such attacks and insurance may not be available to us in the future on

economically reasonable terms or at all.

Any adverse impact to the availability, integrity, or confidentiality of our data, systems, or physical facilities

could result in disputes, claims, or litigation with our customers and impacted third-parties, or

investigations by government authorities. These proceedings could force us to incur significant

expenditures in defense or settlement, divert management’s time and attention, increase our costs of

doing business, or adversely affect our reputation. We could be required to fundamentally change our

business activities and practices or modify our platform, products, and services in response to such

litigation, which could have an adverse effect on our business. If a security breach were to occur, and the

confidentiality, integrity, or availability of our data or the data of our customers and users was disrupted,

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we could incur significant liability, or our platform, products, and services may be perceived as less

desirable, which could negatively affect our business and damage our reputation.

If we do not or cannot maintain the compatibility of our platform with our customers’ existing

technology, including third-party technologies that our customers use in their businesses, our

business, operating results, and financial condition may be adversely affected.

The functionality and popularity of our platform depend, in part, on our ability to integrate our platform with

our customers’ existing technology, including other third-party technologies that our customers use in their

businesses. Our customers, or the third parties whose products and services our customers utilize, may

change the features of their technologies, restrict our access to their technologies, or alter the terms

governing use of their technologies in a manner that makes our platform incompatible with their

technologies, which would adversely impact our ability to service our customers. Such changes could

functionally limit or prevent our ability to use these third-party technologies in conjunction with our

platform, products, and services, which would negatively affect adoption of our platform and harm our

business. Moreover, we may decide to restrict or limit the ability of third parties to access our platform or

APIs for various business, privacy, or security reasons, which may negatively impact the functionality of

our platform and our brand reputation. If we fail to create or maintain a robust developer ecosystem or

otherwise fail to integrate our platform with our customers’ technologies and with third-party technologies

that our customers use, we may not be able to offer the functionality that our customers need, which

could adversely impact our business, operating results, and financial condition. In addition, customers

may require our platform to comply with certain security or other certifications and standards. If we are

unable to achieve, or are delayed in achieving, compliance with these certifications and standards, we

may be disqualified from selling our platform to such customers, or may otherwise be at a competitive

disadvantage, either of which could adversely affect our business, operating results, and financial

condition.

If our platform fails to perform properly, whether due to material defects with the software or

external issues, our reputation could be adversely affected, our market share could decline, and we

could be subject to claims for refunds, credits, damages, indemnity, or other forms of liability,

including lawsuits.

Our platform is inherently complex and may contain material defects, software “bugs,” or errors.Any

defects in functionality or operational procedures that cause interruptions in the availability of our platform,

or cause our platform to function other than intended, could result in:

•loss of, or delayed, market adoption and sales;

•loss of or unintended disclosure of data;

•inaccurate billing of our customers, including over- or under-billing;

•breach of warranty claims;

•sales credits or refunds;

•loss of customers, users, and potential customers;

•diversion of development and customer service resources;

•destruction or compromised integrity of data and/or intellectual property; and

•injury to our brand and reputation.

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The costs incurred in correcting any material defects, software “bugs,” or errors in our platform might be

substantial and could adversely affect our operating results.

We rely on information technology systems to process, transmit, and store electronic information,

including those provided by our third-party vendors and service providers. Our ability to effectively

manage our business depends significantly on the reliability and capacity of these systems.

Our information technology systems, and those of the third parties on whom we rely, may be subject to

damage or interruption from telecommunications problems, data corruption, data errors, software errors,

fire, flood, acts of war, terrorism, armed conflicts, global pandemics, natural disasters, power outages,

systems disruptions, system conversions, system updates, or human error. Our existing controls, safety

systems, data backup, access protection, user management, and information technology emergency

planning may not be sufficient to prevent data loss, long-term network outages, or other negative impacts

to the usability of our platform. Our production systems might not be sufficiently resilient against regional

outages and recovery from such an outage might take an extended period of time. While we have in

place a data recovery plan, our data backup systems might fail and our data recovery plans may be

insufficient to fully recover all of our or our customers’ data hosted on our system. In addition, we may

have to upgrade our existing information technology systems or choose to incorporate new information

technology systems from time to time in order to support the requirements of our growing and increasingly

complexbusiness. Introduction of new technology, or upgrades and maintenance to our existing systems,

could result in increased costs or unforeseen problems which may disrupt or reduce our operating

efficacy.

We may also encounter service interruptions, outages, or disruptions due to issues interfacing with our

customers’ information technology systems, including, but not limited to, stack misconfigurations or

improper environment scaling, defective updates or upgrades, our customers’ inability to access the

internet, the failure of our network or software systems, security breaches, variability in user traffic for our

platform or due to cybersecurity attacks on our or our customers’ information technology systems. For

example, if our cloud hosting provider or the hosting provider of any of our third-party technology partners,

including AI partners, were to experience interruptions, delays, outages, or other service interruptions,

including as a result of customer demand, that may impact our ability to provide service to our customers.

We may be required to issue credits or refunds or otherwise be liable to our customers for damages they

may incur resulting from certain of these events.

Certain of our customer agreements contain service level commitments, which contain specifications

regarding the availability of our platform and our support services. Pursuant to these agreements, if we

are unable to meet our stated service level commitments or if we suffer extended periods of poor

performance or unavailability of our platform for any reason, we may be contractually obligated to provide

certain affected customers with credits, partial refunds, or termination rights. For example, from time to

time, we have granted, and in the future may continue to grant, credits, partial refunds, or termination

rights to customers pursuant to the terms of these agreements. Our business, operating results, and

financial condition would be adversely affected if we suffer performance issues or downtime that fails to

meet the service level commitments under our agreements with our customers.

We also have in the past and may in the future, experience issues with respect to our billing processes as

a result of errors in our code or the implementation of our billing logic, user permissioning systems,

internal controls, or information technology infrastructure. For example, in February 2023, we became

aware of an error in our platform that was erroneously causing certain users to be upgraded from free

seats to paid seats whenever they took certain actions on our platform, resulting in the overbilling of

impacted customers. Upon discovery, we remediated the error and issued credits to impacted customers.

We do not currently have any liabilities accrued on our consolidated balance sheets related to this

incident. Although these events have not historically had a material impact on our operating results, any

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future issues with respect to our billing processes may be substantial and could adversely affect our

business, operating results, and financial condition.   

In addition to potential liability, refunds, or credits, if we experience interruptions in the availability of our

platform or other issues that impact customer satisfaction with our platform, our reputation and brand

could be adversely affected and we could lose customers. While we currently maintain errors and

omissions insurance, it may be inadequate or may not be available in the future on acceptable terms, or

at all. In addition, our policy may not cover all claims made against us and defending a suit, regardless of

its merit, could be costly and divert management’s attention.

If we are not able to maintain and enhance our brand and reputation, our business, operating

results, and financial condition may be adversely affected.

We believe that maintaining and enhancing our brand and reputation is critical to continued adoption of

our platform, our relationship with our existing customers, and our ability to attract new customers. The

successful promotion and maintenance of our brand will depend on a number of factors, including, but not

limited to, our ability to continue to provide reliable products and services that continue to meet the needs

of our customers at competitive prices, our ability to successfully differentiate our platform from those of

competitors, the effectiveness of our marketing and customer support efforts, and the effectiveness of our

communications to our stockholders. Although we believe it is important for our growth, our brand

awareness activities may not be successful or yield increased revenue, and even if they do, any

increased revenue may not offset the expenses we incur in building our brand. If we fail to successfully

promote and maintain our brand, our business, operating results, financial condition, and future prospects

may be adversely impacted. In addition, our users, customers, employees, or the public at large may,

from time to time, disagree with, or find objectionable, organizational decisions, including, but not limited

to, pricing, packaging, and billing changes and changes that we make to our platform, or other actions or

comments by members of our team. As a result of these disagreements and any negative publicity

associated therewith, we could lose users or customers, including loyal members of our community, or we

may have difficulty attracting or retaining employees and such disagreements may divert resources and

the time and attention of management from our business. Additionally, with the importance and impact of

social media, any negative publicity regarding our policies and practices or organizational decisions or

actions by members of our team, may be magnified and reach a large portion of our users, customers,

and employees in a very short period of time, which could harm our brand and reputation and adversely

affect our business, operating results, and financial condition.

In addition, independent industry and research firms have evaluated and provided, and will continue to

evaluate and provide, reviews of our platform, as well as the products and services of our competitors,

and perception of our platform in the marketplace may be significantly influenced by these reviews. If

these reviews are negative, or less positive as compared to those of our competitors’ products and

services, our brand may be adversely affected. Harm to our brand and reputation can also arise from

many other sources, including, but not limited to, customer complaints, allegations of violations of law,

regulatory investigations, security incidents or allegations of security incidents, allegations of employee

misconduct, and allegations of misconduct by our partners, consultants, and third-party service providers.

The effect of negative publicity may be exacerbated to the extent it is disseminated via social media. Any

unfavorable publicity about us or members of our team could negatively impact our brand reputation or

otherwise cause us reputational harm, which could have an adverse effect on our business, operating

results, and financial condition. Additionally, negative publicity from, or with respect to, our partners or

service providers, including, but not limited to, as relating to any decision to restrict or limit access to our

platform or APIs, could negatively impact our brand reputation or otherwise cause us reputational harm,

which could also affect our business, operating results, and financial condition.

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We host our platform on Amazon Web Services. Any disruption in the operations of Amazon Web

Services, limitations on capacity, or interference with our use could adversely affect our business,

operating results, and financial condition.

Our platform is hosted by Amazon Web Services (“AWS”). Our software is designed to use computing,

storage capabilities, bandwidth, and other services provided by AWS. We have experienced, and expect

in the future that we may experience from time to time, interruptions, delays, or outages in service

availability due to a variety of factors, including issues with service providers like AWS. Depending on

severity, future disruptions may also result in data security incidents which are notifiable to stakeholders

such as affected individuals and regulators. Capacity constraints could arise from a number of causes

such as technical failures, cyberattacks, contagious diseases, terrorist attacks, and natural disasters,

fraud, or security attacks. The level of service provided by AWS, or regular or prolonged interruptions in

that service, could also impact the use of, and our customers’ satisfaction with, our platform and could

harm our business and reputation. In addition, hosting costs are expected to increase as our customer

base grows, which could adversely affect our business, operating results, and financial condition.

Furthermore, AWS has discretion to change and interpret its terms of service and other policies with

respect to us, including on contract renewal, and those actions may be unfavorable to our business

operations. AWS may also take actions beyond our control that could seriously harm our business,

including, but not limited to, discontinuing or limiting our access to one or more services, increasing

pricing terms, terminating or seeking to terminate our contractual relationship altogether, or altering how

we are able to process data on their system in a way that is unfavorable or costly to us. If our current

arrangement with AWS were to be terminated and we could not find an alternative provider on favorable

terms or in a timely manner, we could experience interruptions on our platform and in our ability to make

our content available to customers, as well as delays and additional expenses in arranging for expansion

and transition to alternative cloud hosting and infrastructure services. Such a transition could require

further technical changes to our platform, including, but not limited to, our cloud service infrastructure

which was initially designed to run on AWS. Making such changes could be costly in terms of time and

financial resources. Any of these factors could reduce our revenue, subject us to liability, and cause our

customers to decline to renew their subscriptions, any of which would harm our business, operating

results, and financial condition.

Our estimates of market opportunity and forecasts of market growth included in this prospectus

may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted

growth, our business could fail to grow at similar rates, if at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may

prove to be inaccurate. Market opportunity estimates and growth forecasts included in this prospectus,

including those we have generated ourselves, are subject to significant uncertainty and are based on

assumptions and estimates that may not prove to be accurate, including the risks described herein. Even

if the markets in which we compete achieve the forecasted growth, our business could fail to grow at

similar rates, if at all.

Our market opportunity may change over time and there is no guarantee that any particular number or

percentage of addressable customers covered by our market opportunity estimates will purchase our

platform at all or generate any particular level of revenue for us. Any expansion in the markets in which

we operate depends on a number of factors, including, but not limited to, the cost, performance, and

perceived value associated with our platform and those of our competitors. Even if the markets in which

we compete meet the size estimates and growth as forecasted, our business could fail to grow at similar

rates, if at all. Our growth is subject to many factors, including, but not limited to, our success in

implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our

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forecasts of market growth included in this prospectus should not be taken as indicative of our future

growth.

Key business metrics and other estimates are subject to inherent challenges in measurement and

to change as our business evolves, and our business, operating results, financial condition, and

future prospects could be adversely affected by real or perceived inaccuracies in those metrics or

any changes in metrics we disclose.

We regularly review key business metrics to evaluate growth trends, measure our performance, and

make strategic decisions. These key business metrics are calculated using internal company data and

have not been validated by an independent third party. While these numbers are based on what we

believe to be reasonable estimates for the applicable period of measurement at the time of reporting,

there are inherent challenges in such measurements. If we fail to maintain effective processes and

systems, our key business metrics calculations may be inaccurate, and we may not be able to identify

those inaccuracies. We regularly review our processes for calculating these metrics, and from time to time

we make adjustments to improve their accuracy. We generally will not update previously disclosed key

business metrics for any such inaccuracies or adjustments that are immaterial.

We may change our key business metrics from time to time, which may be perceived negatively. Given

the rapid evolution of the software market, we regularly evaluate whether our key business metrics remain

meaningful indicators of the performance of our business. As a result of these evaluations, we may in the

future make changes to our key business metrics, including eliminating or replacing existing metrics.

Further, if investors or the media perceive any changes to our key business metrics disclosures

negatively, our business, operating results, and financial condition could be adversely affected.

Our business involves hosting user-generated and third-party content, which may present certain

legal and reputational risks.

Users of our platform can upload templates, designs, icons, widgets, plugins, and other user-generated

and third-party content for use across our platform. In addition, on our Community webpage, we also host

both free and paid content uploaded by our users. Hosting such user-generated and third-party content

exposes us to certain risks, including, but not limited to, the risk that the content may violate the

intellectual property rights of others, or violate other laws and regulations. Moreover, we could be subject

to the risk of reputational and brand damage if we are perceived to unfairly moderate, monetize, or

otherwise exploit user-generated content, even if such perceptions are inaccurate, which could ultimately

harm our business. We may not effectively detect and address user actions that may violate our terms of

service and community guidelines and we may not effectively review, approve, or otherwise screen

content uploaded to our platform by users. There have been in the past, and there could be in the future,

incidents where users and customers engage in activities on or through our platform that violate our

policies or laws. Our safeguards may not be sufficient or adequate to ensure the safety of our users and

customers and this may harm our reputation and brand. 

Our long-term success depends, in part, on our ability to increase sales of our platform to

customers located outside of the United States and our current, and any further, expansion of our

international operations exposes us to risks that could have an adverse effect on our business,

operating results, and financial condition.

We conduct our business activities in various foreign countries and currently have operations in North

America, South America, Europe, Australia, and Asia. In 2024, a majority of our revenue was generated

outside of the United States. Our ability to manage our business and conduct our operations

internationally requires considerable management attention and resources, including financial resources,

and is subject to the particular challenges of supporting a rapidly growing business across multiple

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cultures, customs, legal, regulatory and compliance systems, and commercial infrastructures. Our

operations in international markets may not be sufficiently commercially successful to justify our level of

investment. Operating internationally may subject us to new risks that we have not faced before or

increase risks that we currently face, including, but not limited to, risks associated with:

•fluctuations in foreign currency exchange rates, which could add volatility to our operating results;

•recruiting and retaining talented and capable employees in foreign countries;

•new, or changes in, legal and regulatory requirements;

•tariffs, export and import restrictions, restrictions on foreign investments, sanctions, and other

trade barriers or protectionist measures;

•exposure to numerous, increasing, stringent, and potentially inconsistent laws and regulations

relating to, among other things, AI, privacy, data protection, online safety, moderation, and

information security;

•costs of, and challenges with, localizing our platform including, but not limited to, data localization

and other data privacy requirements;

•challenges in successfully pricing our products in a way that meets local expectations while

remaining financially viable to us;

•lack of acceptance of our localized products and services, including due to competition with local

products that compete with our products and services;

•the need to make significant investments in people, offerings, services, and infrastructure,

typically well in advance of revenue generation;

•challenges inherent in efficiently managing an increasing number of employees over large

geographic distances, including, but not limited to, the need to implement appropriate systems,

policies, benefits, and compliance programs;

•difficulties in maintaining our company culture with a dispersed and distant workforce;

•treatment of revenue from international sources, evolving domestic and international tax

environments, and other potential tax issues, including, but not limited to, with respect to our

corporate operating structure and intercompany arrangements;

•different or weaker protection of our intellectual property rights, including, but not limited to,

increased risk of theft of our proprietary technology and other intellectual property;

•economic weakness or currency-related crises;

•longer payment cycles and greater difficulty in collecting accounts receivable;

•our ability to adapt to sales practices and customer requirements in different cultures;

•the lack of reference customers and other marketing assets in regional markets that are new or

developing for us, as well as other adaptations in our market generation efforts that we may be

slow to identify and implement;

•natural disasters, acts of war, terrorism, or pandemics, including, but not limited to, the armed

conflicts in the Middle East and Ukraine, and tensions between China and Taiwan, or responses

to these events;

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•actual or perceived instability in the global financial system;

•cybersecurity incidents;

•corporate espionage; and

•political instability and security risks in the countries where we are doing business and changes in

the public perception of governments in the countries where we operate or plan to operate.

Our ability to maintain customer satisfaction depends in part on the quality of our customer

support. Failure to maintain high-quality customer support could have an adverse effect on our

business, operating results, financial condition, and future prospects.

We believe that the successful use of our platform requires a high level of support and engagement for

many of our customers. Increased demand for customer support, without corresponding increases in

revenue, could increase our costs and adversely affect our business, operating results, financial

condition, and future prospects.

There can be no assurance that we will be able to hire sufficient support personnel as and when needed,

particularly if our sales exceed our internal forecasts. Additionally, our customer support team uses third-

party AI tools to assist them with responding to and resolving customer inquiries. To the extent that we

are unsuccessful in hiring, training, and retaining adequate support resources or utilizing AI tools for

customer support, our ability to provide high-quality and timely support to our customers will be negatively

impacted, and our customers’ satisfaction and their usage of our infrastructure could be adversely

affected.

Because we recognize subscription revenue over the subscription term, downturns or upturns in

new sales and renewals are not immediately reflected in full in our operating results.

We recognize revenue from subscriptions to our platform on a straight-line basis over the term of the

contract subscription period beginning on the date access to our platform is granted, provided all other

revenue recognition criteria have been met. Our subscription arrangements generally have monthly or

annual contractual terms. As a result, much of the revenue we report each quarter is the recognition of

deferred revenue from recurring subscriptions. Consequently, a decline in subscriptions in any one

quarter, whether as a result of fewer or smaller new subscriptions, downsized subscription renewals, or

lower subscription renewal rates in the applicable quarter, will not be fully reflected in revenue in that

quarter, and will continue to negatively affect our revenue in future quarters. Accordingly, the effect of

significant downturns in new or renewed sales of our recurring subscriptions are not reflected in full in

operating results until future periods.

We make our platform available to users free of charge on our Starter plan. If this fails to lead to

customers purchasing paid subscriptions, our business, operating results, and financial condition

may be adversely affected.

We offer our Starter plan (our free plan), which gives users limited access to our platform. This may not

lead to customers purchasing subscriptions to our platform, as usage of our Starter plan may not lead to

them or their organization purchasing subscriptions to our platform. To the extent that users do not

become paying customers, or we are unable to successfully attract paying customers, our ability to grow

our revenue may be adversely affected. In addition, making aspects of our platform available free of

charge involves significant expenses, including hosting costs, with no immediate revenue in return. If we

fail to convince users of our free pricing plan to purchase paid subscriptions to our platform our

profitability may be adversely affected.

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Our sales cycles can be long and unpredictable, and our sales and post-sales efforts require

considerable time and expense.

Our revenue recognition and operating results may be difficult to predict because of the length and

unpredictability of the sales cycle for our platform, particularly as we increasingly sell to larger

organizations, governmental organizations, regulated entities, and organizations outside of the United

States or to the technology industry that may have different procurement requirements than our historical

customers. For example, we have observed a lengthening of the sales cycle recently for some

prospective customers that we attribute to increased sensitivity to information technology security

concerns, particularly with respect to products that include AI features or otherwise incorporate AI

technologies, such as our platform. In addition, larger customers frequently have rigorous procurement

processes and require considerable time to evaluate, test, and qualify our platform prior to entering into or

expanding a relationship with us.

Our direct sales team develops relationships with our customers, and works on account penetration,

account coordination, sales, and overall market development. We spend substantial time and resources

on our sales efforts without any assurance that our efforts will produce a sale. Sales of our platform may

be subject to budget constraints, multiple approvals, security, accessibility, compliance, legal, and other

reviews, and unanticipated administrative, processing, and other delays. As a result, it is difficult to predict

whether and when a sale will be completed, which, in turn, can make it difficult to accurately plan our

business and forecast our operating results. The failure of our efforts to secure sales after investing

resources in a lengthy sales process, or a failure to accurately forecast our operating results that causes

our actual operating results to fall short of our projections or market expectations, would adversely affect

our business, operating results, and financial condition.

Further, our success depends, in part, on our ability to maintain and expand our relationships with

customers by helping them realize value from our products and services over time. If our post-sales and

customer success efforts are ineffective, our business, operating results, and financial condition could be

adversely affected.

Sales to government entities are subject to a number of challenges and risks.

We sell to U.S. federal, state, and local, as well as foreign governmental agency customers. Although we

anticipate that they may increase in the future, sales to governmental organizations have not accounted

for, and may never account for, a significant portion of our revenue. Sales to governmental organizations

are subject to a number of challenges and risks that may adversely affect our business, operating results,

and financial condition, including, but not limited to, the following risks:

•selling to governmental agencies can be highly competitive, expensive, and time consuming,

often requiring significant upfront time and expense without any assurance that such efforts will

generate a sale;

•government certification, software supply chain or source code transparency requirements

applicable to us or our platform may change and, in doing so, restrict our ability to sell into the

governmental sector until we have attained the revised certification or meet other new

requirements (for example, although we are currently Federal Risk and Authorization

Management Program (“FedRAMP”) authorized, such authorization is costly to maintain and

subject to rigorous compliance and if we lose our authorization, it will restrict our ability to sell to

government customers);

•government demand and payment for our platform may be impacted by public sector budgetary

cycles and funding authorizations, with funding reductions or delays adversely affecting public

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sector demand for our platform, including, but not limited to, as a result of sudden, unforeseen,

and disruptive events such as government shutdowns, governmental defaults on indebtedness,

war, regional geopolitical conflicts around the world, incidents of terrorism, natural disasters, and

public health concerns or epidemics;

•governments routinely investigate and audit government contractors’ compliance with

government contract provisions and applicable procurement laws and regulations, and failure to

comply with these laws, regulations, or provisions in our government contracts could result in the

government refusing to continue buying our platform, terminating our contracts, or suspending or

debarring us, which would adversely impact our revenue and operating results, initiating breach

of contract actions, or instituting fines or civil or criminal liability if an investigation, audit, or other

review, were to uncover improper or illegal activities;

•governments may require certain products to be manufactured, produced, hosted, or accessed

solely in their country or in other relatively high-cost locations, and we may not produce or host all

products in locations that meet these requirements, affecting our ability to sell these products to

governmental agencies;

•our governmental agency customers may have more expansive termination rights; and

•refusal to grant certain certifications or clearance by one government agency, or decision by one

government agency that our products do not meet certain standards, may cause reputational

harm and cause concern with other government agencies.

Any pressure on the U.S. federal government’s budget or uncertainty around potential changes in

budgetary priorities could adversely affect the funding for individual programs and our existing and future

contracts with the U.S. government.

Risks Related to Our People

We rely on Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President,

other members of our management team, and other key employees and will need additional

personnel to grow our business, and the loss of one or more key employees or our inability to hire,

integrate, train, manage, retain, and motivate qualified personnel, including members of our Board

of Directors, could harm our business.

Our future success is dependent, in part, on our ability to hire, integrate, train, manage, retain, and

motivate the members of our management team and other key employees throughout our organization.

The loss of key personnel, including key members of our management team or members of our Board of

Directors, as well as certain of our key marketing, sales, finance, support, product development, legal,

people team, or technology personnel, could disrupt our operations and have an adverse effect on our

ability to grow our business. In particular, we are highly dependent on the services of Dylan Field, our

Chair of our Board of Directors, Chief Executive Officer, and President, who is critical to the development

of our technology, products, platform, future vision, and strategic direction. Mr. Field is involved in a

number of initiatives aside from his work for Figma. For example, Mr. Field actively invests in technology

companies. This and other initiatives he is, or may become, involved in could divert Mr. Field’s time and

attention from overseeing our business operations, which could have a negative impact on our business,

and may result in potential conflicts of interest. Moreover, from time to time there have been and may in

the future be changes in our management team. While we seek to manage any such transitions carefully,

such changes may result in a loss of institutional knowledge, cause disruptions to our business, and

negatively affect our business.

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Competition for highly skilled personnel is intense, especially in markets such as the San Francisco Bay

Area, London, and New York City where we have a substantial presence and need for highly skilled

personnel, and we may not be successful in hiring or retaining qualified personnel to fulfill our current or

future needs. More generally, the technology industry, and the software industry more specifically, is also

subject to substantial and continuous competition for engineers with high levels of experience in

designing, developing, and managing software and related services. This is especially true in the market

for AI talent, which remains extremely competitive. We have, from time to time, experienced, and we

expect to continue to experience, difficulty in hiring and retaining highly skilled employees with

appropriate qualifications at a suitable cost, and this risk may be exacerbated by factors related to,

among other things, increased recruiting efforts by other companies. In the past, we have used stock-

based compensation to recruit and retain qualified employees. If we were to decrease the amount of

stock-based compensation that is granted to employees, or otherwise make changes to our

compensation philosophy, we may have difficulty hiring and retaining qualified individuals. Even if we are

able to recruit and retain qualified personnel, the cost of doing so may impact our profitability and our

ability to meet the expectations of investors and analysts. We also invest significant time and expense in

training our employees, which increases their value to competitors who may seek to recruit them and

increases our costs. Further, the labor market is subject to external factors that are beyond our control,

including, but not limited to, our industry’s highly competitive market for skilled workers and leaders, cost

inflation, overall macroeconomics, and workforce participation rates. Should our competitors recruit our

employees, our level of expertise and ability to execute our business plan would be negatively impacted.

Restrictive immigration policies or legal or regulatory developments relating to immigration in any of the

global markets in which we have employees may also negatively affect our efforts to attract and hire new

personnel as well as retain our existing personnel. For example, we have previously had to make

changes to the way we attract and hire personnel in certain jurisdictions due to changes to the framework

with which employer-sponsored visa applications are assessed in those regions. Our business may be

adversely affected if legislative or administrative changes to immigration or visa laws and regulations

impair our hiring processes.

Moreover, many of the companies with which we compete for experienced personnel have greater

resources than we have. Our competitors also may be successful in recruiting and hiring members of our

management team, sales team, or other key employees, and it may be difficult for us to find suitable

replacements on a timely basis, on competitive terms, or at all. We have in the past, and may in the

future, be subject to allegations that employees we hire have been improperly solicited, or that they have

divulged proprietary or other confidential information, or that their former employers own such employees’

inventions or other work product, or that they have been hired in violation of non-compete provisions or

non-solicitation provisions.

In addition, job candidates and existing employees often consider the value of the equity awards and

other compensation they receive in connection with their employment. If the perceived value of our

compensatory package is viewed as below market or declines, it may adversely affect our ability to attract

and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our

current personnel, our business and future growth prospects would be severely harmed. Further, our

competitors may be successful in recruiting and hiring members of our management team, or other key

employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive

terms, or at all. In recent years, the increased availability of hybrid or remote working arrangements has

expanded the pool of companies that can compete for our employees and employment candidates.

Although we have entered into employment agreements with our key employees, these agreements are

on an “at-will” basis, meaning they are able to terminate their employment with us at any time. If we fail to

attract new personnel or fail to retain and motivate our current personnel, our business and future growth

prospects would be severely harmed.

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Moreover, we have a number of current employees whose equity ownership in our company has given

them a substantial amount of personal wealth, or will shortly after the completion of this offering result in

them having substantial wealth. As a result, it may be difficult for us to continue to retain and motivate

these employees, and this wealth could affect their decisions about whether or not they continue to work

for us. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and

motivating existing personnel, we may be unable to grow effectively.

If we do not effectively integrate, train, manage, and retain product, design, engineering, and sales

personnel, and expand our product, design, engineering, and sales capabilities, we may be unable

to increase our customer base and increase sales to our existing customers.

Our ability to increase our customer base, enhance our platform, and achieve broader market adoption of

our products and services will depend to a significant extent on our ability to continue to hire, integrate,

and retain talented product, design, research, and engineering personnel. We have dedicated, and plan

to continue to dedicate, significant resources to our product, design, and engineering programs to

enhance our platform, including by investing in developing additional features and products, but there is

no guarantee that we will be successful in such endeavors. If we are unable to find efficient ways to

deploy our product, design, and engineering investments or if these programs are not effective, our

business, operating results, and financial condition would be adversely affected.

Additionally, in recent years, we have made significant investments in our sales and marketing teams and

plan to continue expanding our sales force. There is significant competition for sales personnel with the

skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in part,

on our success in hiring, integrating, training, managing, and retaining sufficient numbers of qualified

sales personnel to support our growth, particularly in international markets.

New hires require significant training and may take extended time before they are productive. Our recent

hires and planned hires may not become productive as quickly as we expect, or at all, and we may be

unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or

plan to do business. Moreover, our international expansion may be slow or unsuccessful if we are unable

to retain qualified personnel with international experience, language skills, and cultural competencies in

the geographic markets which we target.

We believe that our company culture has contributed to our success, and if we cannot maintain

this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our

culture, and our business may be harmed.

We believe that our company culture has been and will continue to be vital to our success, including in

attracting, developing, and retaining personnel, as well as our customers. We have worked to develop our

culture, and we strive to empower our employees to continuously learn, evolve, and grow, and treat each

other with respect. If we do not continue to develop our company culture as we grow and evolve,

including maintaining a culture that encourages a sense of ownership by our employees, it could harm our

ability to foster the innovation, creativity, and teamwork that we believe we need to support our growth.

We expect to continue to hire as we expand. As our organization grows and is required to implement

more complex organizational structures, we may find it increasingly difficult to maintain the beneficial

aspects of our company culture, which could negatively impact its future success. Further, maintaining a

cohesive company culture may prove difficult as a significant percentage of our employees work fully

remote or remotely for at least part of the workweek. If we are unable to maintain our company culture,

we could lose the innovation, passion, and dedication of our team and as a result, our business and

ability to focus on our corporate objectives may be harmed.

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Risks Related to Our Intellectual Property

Failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights

could enable others to copy or use aspects of our platform without compensating us, which could

harm our brand, business, and operating results.

We rely on a combination of patent, trademark, copyright, and trade secrets laws, and contractual

provisions, including confidentiality agreements, to establish and protect our intellectual property and

proprietary technology, including from unauthorized use or disclosure by our customers and users, third-

party partners, employees, and consultants. However, the steps we take to obtain, maintain, protect, and

enforce our intellectual property and proprietary rights may be inadequate. We will not be able to protect

our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized

use of our intellectual property rights. If we fail to protect our intellectual property rights adequately, our

competitors may gain access to our proprietary technology and develop and commercialize substantially

identical products, services, or technologies, and our business, operating results, and financial condition

may be harmed.

Valid patents may not issue from our pending or future patent applications, and the claims allowed on any

issued patents may not be sufficient to protect our technology or platform. Any issued patents that we

have or may obtain may be challenged or circumvented, invalidated, or held unenforceable through

administrative processes, including re-examination, inter partes review, interference and derivation

proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings) or

litigation, and any rights granted under these patents may not actually provide adequate defensive

protection or competitive advantages to us. In addition, there may be issued patents held by third parties

of which we are not aware, that, if found to be valid and enforceable, could be alleged to be infringed by

our current or future technologies or products. There may also be pending patent applications of which

we are not aware that may result in issued patents, which could be alleged to be infringed by our current

or future technologies or products. Patent applications in the United States are typically not published

until at least 18 months after filing, or, in some cases, not at all, and publications of discoveries in

industry-related literature lag behind actual discoveries. We cannot be certain that we were the first to

make the inventions claimed in our pending patent applications or that we were the first to file for patent

protection. Additionally, the process of obtaining patent protection is expensive and time-consuming, and

we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in

a timely manner. Recent changes to patent laws in the United States may also bring into question the

validity of certain software patents and may make it more difficult and costly to prosecute patent

applications.

Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual

property rights are uncertain, which may lead to increased costs and risks surrounding the prosecution,

validity, ownership, enforcement, and defense of our issued patents, patent applications, and other

intellectual property rights, as well as uncertainty regarding the outcome of third-party claims of

infringement, misappropriation, or other violation of intellectual property rights which may be brought

against us and actual or enhanced damages that may be awarded in connection with any such current or

future claims. Such uncertainty could have a material and adverse effect on our business, operating

results, and financial condition.

In particular, we are unable to predict or assure that:

•our intellectual property rights will not lapse or be invalidated, circumvented, challenged, or, in the

case of third-party intellectual property rights licensed to us, be licensed to others;

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•our intellectual property rights will be sufficient to protect our products and services or our

business or provide competitive advantages to us;

•rights previously granted by third parties to intellectual property rights licensed or assigned to us,

including portfolio cross-licenses, will not hamper our ability to assert our intellectual property

rights or hinder the settlement of currently pending or future disputes;

•any of our pending or future patent, copyright, or trademark applications will be issued or have

the coverage originally sought;

•we will be able to enforce our intellectual property rights in certain jurisdictions, in particular in

foreign countries where the laws may not be as protective of intellectual property rights as those

in the United States and mechanisms for enforcement may be inadequate.

Despite our efforts to protect our proprietary rights, it may be possible for unauthorized parties to copy our

products and aspects of our platform capabilities or obtain and use information that we regard as

proprietary, including to create products that compete with ours. We enter into confidentiality agreements

or other agreements that contain confidentiality provisions with our employees, consultants, vendors,

users, and customers, and limit access to and distribution of our proprietary information. However, such

agreements may not be enforceable in full or in part in all jurisdictions and no assurance can be given

that such agreements will be effective in controlling access to, or distribution, use, misuse,

misappropriation, reverse-engineering, or disclosure of our proprietary information, know-how, and trade

secrets. In addition, any breach of these agreements could negatively affect our business and our remedy

for such breach may be limited. Further, these agreements may not prevent our competitors from

independently developing technologies that are substantially equivalent or superior to our products and

platform capabilities. As such, we cannot guarantee that the steps taken by us to prevent unauthorized

access, use, disclosure, and distribution of our proprietary information will prevent misappropriation of our

technology.

We pursue the registration of our patents, copyrights, trademarks, service marks, and domain names in

the United States and in certain foreign jurisdictions. These application processes are expensive and may

not be successful in all jurisdictions or for every such application, and we may not pursue such

protections in all jurisdictions that may be relevant, for all our goods or services, or in every class of goods

and services in which we operate. Additionally, we may not be able to obtain, maintain, protect, exploit,

defend, or enforce our intellectual property rights in every foreign jurisdiction in which we operate. For

example, effective trade secret protection may not be available in every country in which our products are

available or where we have employees or independent contractors. The loss of trade secret protection

could make it easier for third parties to compete with our products by copying functionality. Further, many

foreign countries limit the enforceability of patents against certain third parties, including government

agencies or government contractors. In these countries, patents may provide limited or no benefit. In

addition, any changes in the trade secret, employment, and other intellectual property laws in any country

in which we operate may compromise our ability to enforce our trade secrets and other intellectual

property rights. The legal systems of certain foreign countries do not favor the enforcement of patents,

trademarks, copyrights, trade secrets, and other intellectual property and proprietary protection, which

could make it difficult for us to prevent or stop any infringement, misappropriation, dilution, or other

violation of our intellectual property rights. If we fail to maintain, protect, and enhance our intellectual

property rights, our brand, business, operating results, financial condition, and future prospects may be

harmed.

From time to time, legal action by us may be necessary to enforce our patents and other intellectual

property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of

others, or to defend against claims of infringement or invalidity. Protecting our intellectual property rights,

both as a defendant and plaintiff, as applicable, through litigation in the United States and internationally

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may entail significant time and expense. Such litigation could result in substantial costs and diversion of

resources and could negatively affect our business, operating results, and financial condition. If we are

unable to protect our proprietary rights, including aspects of our software and platform protected other

than by patent rights, we will find ourselves at a competitive disadvantage to others who need not incur

the expense, time, and effort required to create our platform and other innovative products that have

enabled us to be successful to date. Moreover, we may need to expend additional resources to defend

our intellectual property rights in foreign countries, and our inability to do so could impair our business or

adversely affect our international expansion.

Furthermore, the application of intellectual property law to AI technologies is a new and emerging

practice, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and

extent of protection warranted for AI and machine learning systems and relevant system input and

outputs. The law is also uncertain across jurisdictions regarding the copyright ownership of content that is

produced in whole or in part by generative AI tools. As a result, our use of AI tools in our product

development and engineering processes may make it difficult to assert ownership rights over our

technology. If we fail to obtain protection for the intellectual property rights concerning our AI

technologies, or later have our intellectual property rights invalidated or otherwise diminished, our

competitors may be able to take advantage of our research and development efforts to develop

competing products which could adversely affect our business, reputation, and financial condition. In

addition, given the long history of development of AI technologies, other parties may have, or in the future

may obtain, patents or other proprietary rights that could prevent, limit, or interfere with our ability to

make, use, or sell our own AI technologies.

Third parties have claimed and may claim that our platform infringes, misappropriates, or

otherwise violates their intellectual property rights and such claims could be time-consuming or

costly to defend or settle, result in the loss of significant rights, or harm our relationships with our

customers or reputation in the industry.

We may become subject to intellectual property disputes. Our success depends, in part, on our ability to

develop and commercialize our products and services without infringing, misappropriating, or otherwise

violating the intellectual property rights of third parties. However, we may not be aware that our products

or services are infringing, misappropriating, or otherwise violating third-party intellectual property rights

and such third parties have claimed and may bring claims alleging that our current or future platform

capabilities, products, and services infringe their intellectual property rights. Such claims may also result

in legal claims against our third-party partners and our customers. We cannot predict the outcome of

lawsuits and cannot ensure that the results of any such claims will not have an adverse effect on our

business, operating results, and financial condition. These claims may be time consuming, costly to

defend or settle, damage our brand and reputation, harm our customer relationships, and create liability

for us. Contractually, we are obligated to indemnify our partners and customers for certain expenses or

liabilities they may incur as a result of any such third-party intellectual property infringement claims

associated with our platform. In addition, to the extent that any claim arises as a result of third-party

technology we have licensed for use in our platform, we may be unable to recover from the appropriate

third party any expenses or other liabilities that we incur. We expect the number of such claims, whether

warranted or not, to increase, particularly as a public company with an increased profile and visibility, as

the number of products and services and the level of competition in our market grows, as the functionality

of our platform overlaps with that of other products and services, and as the volume of issued software

patents and patent applications continues to increase.

Companies in the software and technology industries, some of whom may compete with us, own large

numbers of patents, copyrights, trademarks, and trade secrets and frequently engage in litigation based

on allegations of infringement or other violations of intellectual property rights. In addition, many of these

companies have the capability to dedicate substantially greater resources to enforce their intellectual

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property rights and to defend claims that may be brought against them. Furthermore, patent holding

companies, non-practicing entities, and other adverse patent owners that are not deterred by our existing

intellectual property protections may seek to assert patent claims against us. From time to time, third

parties have invited us to license their patents and may, in the future, assert patent, copyright, trademark,

or other intellectual property rights against us, our third-party partners, or our customers. We have

received, and may in the future receive, notices that claim we have misappropriated, misused, or infringed

other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we face a

higher risk of being the subject of intellectual property infringement claims.

There may be third-party intellectual property rights, including issued or pending patents and trademarks,

that cover significant aspects of our technologies or business methods and assets. In the event that we

engage software engineers or other personnel who were previously engaged by competitors or other third

parties, we may be subject to claims that those personnel have inadvertently or deliberately incorporated

proprietary technology of third parties into our products or have otherwise improperly used or disclosed

trade secrets or other proprietary information. We may also in the future be subject to claims by

employees or contractors asserting an ownership right in our patents, patent applications, or other

intellectual property rights as a result of the work they performed on our behalf. In addition, we may lose

valuable intellectual property rights or personnel. A loss of key personnel or their work product could

hamper or prevent our ability to develop, market, and support potential products or enhancements, which

could severely harm our business.

Further, we may use AI technologies, including tools provided by third parties, to develop or assist in the

development of our own software code. While use of such tools makes our development process more

efficient, AI technologies have sometimes generated content that is “substantially similar” to proprietary or

open source software code on which the AI tool was trained. If the AI technologies we use generate code

that is too similar to other proprietary code, or to software processes that are protected by patents, we

could be subject to intellectual property infringement claims. We may also not be able to anticipate and

detect security vulnerabilities in such AI-generated software code, including those that could be induced

by a maliciously trained AI model. If our tools generate code that is too similar to open source code, we

risk losing protection of our own proprietary code that is commingled with such code. Finally, to the extent

we use third-party AI technologies to develop software code, the terms of use of these tools may state

that the third-party provider retains rights in the generated code.

Any intellectual property claims, whether with or without merit, could be very time-consuming, could be

expensive to settle or litigate, and could divert our management’s attention and other resources, even if

such claims do not result in litigation or are resolved in our favor. These claims could also subject us to

significant liability for damages, potentially including treble damages if we are found to have willfully

infringed patents or copyrights, and may require us to indemnify our customers for liabilities they incur as

a result of such claims. Although we carry general liability insurance, our insurance may not cover

potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed.

These claims could also result in our having to stop using technology found to be in violation of a third

party’s rights. We might be required to seek a license for the applicable third-party intellectual property

rights, which may not be available on reasonable terms, or at all. Even if a license was available, we

could be required to pay significant royalties, which would increase our operating expenses, or we could

be required to develop alternative non-infringing technology, which may require significant time, effort,

and expense, and may affect the performance or features of our platform. If we cannot license or develop

alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we

may decide to limit or stop sales of our platform and may be unable to compete effectively. Moreover,

there could be public announcements of the results of hearings, motions, or other interim proceedings or

developments, and if securities analysts or investors perceive these results to be negative, it could have a

substantial adverse effect on the price of our Class A common stock. Any of these results would

adversely affect our business, operating results, and financial condition.

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Some of our technology incorporates “open source” software, which could under certain

circumstances materially and adversely affect our ability to sell our platform and subject us to

possible litigation.

Certain software used within our products and services is, and certain software of our customers, third-

party partners, and vendors, may be, derived from “open source” software that is made generally

available to the public by its authors or other third parties. Open source software is made available under

licenses that in some instances may subject us to certain unfavorable conditions, including requirements

that we offer our proprietary software, or portions of our proprietary software, which incorporates or links

to such open source software, for no cost, that we make available source code for modifications or

derivative works we create based upon, incorporating, or using such open source software, and that we

license such modifications or derivative works under the terms of the applicable open source licenses.

Our platform contains third-party open source software components, and failure to comply with the terms

of the underlying open source software licenses could restrict our ability to sell our products and services.

The use and distribution of open source software may entail greater risks than the use of third-party

commercial software, as open source licensors generally do not provide warranties or other contractual

protections regarding infringement claims or the quality of the code, which licensors are not typically

required to maintain and update, and licensors can change the license terms on which they offer the open

source software without notice. In addition, some open source projects have known vulnerabilities and

architectural instabilities and are provided on an “as-is” basis which, if not properly addressed, could

negatively affect the performance of our platform. Further, the shared nature of open source software

means the source code for open source software used in our, or our vendors’, offerings is widely available

to the public, and a malicious actor could attempt to identify or create vulnerabilities in this open sourced

code and exploit those security vulnerabilities, which may increase the likelihood of a data breach,

network interruption, or other type of ransomware attack or cyberattack against us or against third parties

who may use open source software, such as our key vendors or technology licensors, any of which could

negatively impact our business. Although we monitor our use of open source software in an effort to

comply with the terms of the applicable open source licenses, to avoid subjecting our platform and

products to conditions we do not intend, and to avoid subjecting our platform and products to security

vulnerabilities, many of the risks associated with use of open source software cannot be eliminated and

such risks could materially and adversely affect our business, operating results, financial condition, and

future prospects, as well as our reputation, including if we are required to take remedial action that may

divert resources away from our development efforts.

Our use and distribution of certain software is subject to open source licenses that may require that we

make certain source code publicly available. If we combine and distribute our proprietary software with

open source software in a certain manner, we could, under certain open source licenses, be required to

release the combined source code of our proprietary software to the public, under terms authorizing

further modification and redistribution, or otherwise be limited in the licensing of our offerings, each of

which could provide an advantage to our competitors or other entrants to the market, create security

vulnerabilities in our platform, require us to re-engineer all or a portion of our platform, and reduce or

eliminate the value of our platform. This would allow our competitors to create similar offerings with lower

development efforts and in less time and ultimately could result in a loss of sales for us. If we

inappropriately use or incorporate open source software subject to certain types of open source licenses

that challenge the proprietary nature of our products, we may be required to re-engineer such products,

discontinue the sale of such products, or take other remedial actions. Any efforts to re-engineer all or a

portion of our platform could result in potentially prolonged periods of reduced usability and accessibility

of our platform, which in turn would adversely affect our business, operating results, and financial

condition.

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There is evolving legal precedent for interpreting the terms of certain open source licenses, including the

determination of which works are subject to the terms of such licenses. The terms of many open source

licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be

construed in ways that could impose unanticipated conditions or restrictions on our ability to

commercialize any offerings incorporating such software. Moreover, we may have incorporated or used

open source software in a manner that is inconsistent with the terms of the applicable license or our

current policies and procedures, and we cannot guarantee that our processes for controlling our use of

open source software in our platform are or will be effective. From time to time, we may face claims from

third parties asserting ownership of, or demanding release of, the open source software or derivative

works that we developed using such software, which could include our proprietary source code, or

otherwise seeking to enforce the terms of the applicable open source license. These claims, regardless of

validity, could result in time consuming and costly litigation, divert management’s time and attention away

from developing the business, expose us to customer indemnity claims, or force us to disclose source

code. Litigation could be costly for us to defend, result in our paying damages or entering into unfavorable

licenses, have a negative effect on our business, operating results, and financial condition, or cause

delays by requiring us to devote additional research and development resources to modify our platform.

We license technology from third parties for the development of our products, and our inability to

maintain those licenses could harm our business.

We currently rely on or incorporate, and will in the future rely on or incorporate, technology that we license

from third parties, including software and large language models, into our products. For example, Figma’s

AI-powered products and features, including our Figma Make product, rely on off-the-shelf foundational AI

models. If we are unable to continue to use or license these technologies on reasonable terms, or if these

technologies become unreliable, unavailable, or fail to operate properly, we may not be able to secure

adequate alternatives in a timely or cost-effective manner, or at all, and our ability to offer our products

and remain competitive in our market would be harmed. Further, licensing technologies from third parties

exposes us to increased risk of being the subject of intellectual property infringement claims due to,

among other things, our lower level of visibility into the development process with respect to such

technology and the care taken to safeguard against infringement risks. We cannot be certain that our

licensors do not or will not infringe on the intellectual property rights of third parties or that our licensors

have or will have sufficient rights to the licensed intellectual property in all jurisdictions in which we may

sell our platform. In addition, some of our third-party license agreements may be terminated by our

licensors for convenience, or otherwise provide for a limited term. If we are unable to continue to license

technology because of intellectual property infringement claims brought by third parties against our

licensors or against us, or if we are unable to continue our license agreements or enter into new licenses

on commercially reasonable terms, our ability to develop and sell products and services containing or

dependent on that technology would be limited, and our business, including our operating results,

financial condition, and cash flows could be harmed. Additionally, if we are unable to license technology

from third parties, we may decide to acquire or develop alternative technology, which we may be unable

to do in a commercially feasible manner, or at all, and may require us to use alternative technology of

lower quality or performance standards. This could limit or delay our ability to offer new or competitive

products and increase our costs. Third-party software we rely on may be updated infrequently,

unsupported, or subject to vulnerabilities that may not be resolved in a timely manner, any of which may

expose our products to vulnerabilities. Any impairment of the technologies of or our relationship with

these third parties could harm our business, operating results, and financial condition.

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Risks Related to Legal and Regulatory

Matters

Our business is subject to complex and evolving U.S. and foreign laws, regulations, and industry

standards, many of which are subject to change and uncertain interpretations, which uncertainty

could harm our business, operating results, and financial condition.

We are subject to many U.S. and foreign federal, state, and local laws, regulations, and industry

standards that involve matters central to our business, including laws and regulations that involve data

privacy, data security, intellectual property, including copyright and patent laws, AI technologies, antitrust

and competition, online safety and moderation, employment, labor, immigration, consumer protection,

public health, workplace safety, and taxation. These laws and regulations are constantly evolving and

may be interpreted, applied, created, or amended, in a manner that could harm our business.

The introduction of new products, expansion of our activities in certain jurisdictions, or other actions that

we take may subject us to additional laws, regulations, or other government scrutiny. In light of our recent

geographic expansion, we cannot guarantee that we will be able to comply with all relevant laws and

regulations of every jurisdiction in which our platform can be accessed, including, but not limited to, with

respect to the data privacy or data localization requirements of various jurisdictions. If we are found to be

in violation of the laws, regulations, or standards of any of the jurisdictions where we make our platform

available, we could face legal liability, fines, and costly investigations or regulatory processes, and we

may decide to restrict access to our platform in such jurisdictions, which would harm our growth, revenue,

and operating results.

In certain jurisdictions and situations, we may be subject to consumer protection laws and regulations,

including, but not limited to, laws and regulations related to subscriptions, billing, and auto-renewal.

Additionally, we have in the past, are currently, and may from time-to-time in the future become the

subject of inquiries and other actions by regulatory authorities as a result of our business practices and

product decisions that we make, including our policies and practices around subscriptions, billing, auto-

renewal, intermediary liability, privacy, data protection, and partnerships and integrations. Consumer

protection laws may be interpreted or applied by authorities in a manner that requires us to make changes

to our operations or incur fines, penalties, or settlement expenses, which may result in harm to our

business, operating results, financial condition, and brand.

In addition, we are subject to evolving laws, regulations, policies, and international accords relating to

matters beyond our products and services, including, but not limited to, environmental sustainability,

climate change, human capital, and employment matters. In particular, we face challenges inherent in

effectively and efficiently managing a workforce across a large number of jurisdictions, many of which

have differing labor law requirements, including the need to implement appropriate systems, policies,

benefits, and compliance programs. Compliance with such laws, regulations, and policies may require

significant investment and expense. Further, if we fail to implement the necessary programs, frameworks

and principles for compliance, our reputation, business, operating results, and financial condition may be

adversely affected.

The costs of complying with these laws and regulations, which in some cases can be enforced by private

parties in addition to government entities, are high and likely to increase in the future, particularly as the

degree of regulation increases, our business grows, and our geographic scope expands. The impact of

these laws and regulations may disproportionately affect our business in comparison to our peers in the

technology sector that have greater resources. Any failure or perceived failure of compliance on our part

to comply with the laws and regulations may subject us to significant liabilities or penalties, or otherwise

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adversely affect our business, operating results, and financial condition. Furthermore, it is possible that

certain governments may seek to block or limit our platform or otherwise impose other restrictions that

may affect the accessibility or usability of any or all of our platform for an extended period of time or

indefinitely.

We are subject to governmental economic sanctions requirements and export and import controls

that could impair our ability to compete in international markets or subject us to liability if we are

not in compliance with applicable laws.

Our platform and associated products are subject to various restrictions under U.S. and other

jurisdictions’ export control and sanctions laws and regulations, including the U.S. Department of

Commerce’s Export Administration Regulations and various economic and trade sanctions regulations

administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). These

U.S. export control and economic sanctions laws include restrictions or prohibitions on the sale or supply

of certain products and services to U.S.-embargoed or sanctioned countries, governments, persons, and

entities and require authorization for the export of certain encryption items. In addition, various countries

regulate the import of certain encryption technology, including through import permitting and licensing

requirements, and have enacted or could enact export control, economic and trade sanctions, or import

laws that could limit our ability to distribute our platform or subject us to liability.

Although we take precautions to prevent our platform and associated products from being accessed or

used in violation of such laws, we may have inadvertently allowed some access to our platform and

associated products in violation of U.S. economic sanctions laws, including by users and customers in

embargoed or sanctioned countries. As a result, we have submitted to OFAC a voluntary self-disclosure

concerning potential violations and the voluntary self-disclosure is still under review. Since becoming

aware of the circumstances leading to our voluntary self-disclosure to OFAC, we have put in place

additional measures designed to prevent our platform and products from being accessed or used in

violation of U.S. economic and trade sanctions laws and will continue to consider enhancements to our

internal controls and monitor our compliance with such laws and regulations, but there can be no

assurance that we will not encounter compliance issues in the future. If we are found to be in violation of

U.S. economic sanctions, it could result in substantial fines and penalties for us and for individuals

working for us. We may also be adversely affected through other penalties, reputational harm, loss of

access to certain markets, or otherwise. No loss has been recognized in our financial statements

contained herein for any loss contingency relating to the pending OFAC enforcement matter, as we

believe it is not probable a loss will be incurred and the range of a possible loss is not yet estimable.

Changes in our platform or future changes in export and import regulations may create delays in the

introduction of our platform in international markets or prevent our customers with international operations

from deploying our platform globally. Any change in export or import regulations, economic sanctions or

related legislation, or change in the countries, governments, persons, or technologies targeted by such

regulations, could result in decreased use of our platform by, or in our decreased ability to export our

technology and services to, existing or potential customers with international operations. Any decreased

use of our platform or limitation on our ability to export our platform would adversely affect our business,

operating results, financial condition, and future prospects.

We are subject to anti-bribery, anti-corruption, and similar laws and non-compliance with such

laws can subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977,

as amended, (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the USA

PATRIOT Act, U.S. Travel Act, the U.K. Bribery Act 2010, and Proceeds of Crime Act 2002, and possibly

other anti-corruption, anti-bribery, and anti-money laundering laws in countries in which we conduct

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activities. Anti-corruption laws have been enforced with great rigor in recent years and are interpreted

broadly and prohibit companies and their employees and their agents from making or offering improper

payments or other benefits to government officials and others in the private sector. The FCPA or other

applicable anti-corruption laws may also hold us liable for acts of corruption or bribery committed by our

third-party business partners, representatives, and agents, even if we do not authorize such activities. As

we develop our international sales and business, and increase our use of third parties, our risks under

these laws will increase. As a public company, the FCPA will separately require that we keep accurate

books and records and maintain internal accounting controls sufficient to assure management’s control,

authority, and responsibility over our assets.

We have adopted policies and procedures and conducted training designed to prevent improper

payments and other corrupt practices prohibited by applicable laws, but cannot guarantee that

improprieties will not occur. Noncompliance with these laws could subject us to investigations, sanctions,

settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages,

other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with

specified persons, the loss of export privileges, reputational harm, adverse media coverage, and other

collateral consequences. Any investigations, actions, and/or sanctions could harm our reputation,

business, operating results, financial condition, and future prospects.

Compliance with ever evolving U.S. federal, state, and foreign laws relating to the handling of

information about individuals involves significant expenditure and resources and if we fail to

adequately protect personal data or other information we collect, process, share, or maintain

under applicable laws, our business, operating results, and financial condition could be adversely

affected.

We receive, store, and process some personal data from our employees, customers, and the employees

of our customers and third-party vendors. Additionally, our users and customers use our platform to

create and store their proprietary and confidential data. A wide variety of state, national, and international

laws, as well as regulations and industry standards apply to the collection, use, retention, protection,

disclosure, transfer, and other processing of personal information and other data, the scope of which is

changing, subject to differing interpretations, and may be inconsistent across countries or conflict with

other rules. Data protection and privacy-related laws and regulations are evolving and may result in

increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. Failure or

perceived failure to comply with U.S. or international laws, regulations, and industry standards regarding

personal data or other information could adversely affect our business, operating results, and financial

condition. Moreover, complying with these various laws and regulations could cause us to incur

substantial costs or require us to change our business practices, systems, and compliance procedures in

a manner adverse to our business.

In the United States, there are numerous federal and state consumer, privacy, and data security laws and

regulations governing the collection, use, disclosure, and protection of personal data, including security

breach notification laws and consumer protection laws. Each of these laws is subject to varying

interpretations and constantly evolving. Additionally, the Federal Trade Commission and many state

attorneys general interpret federal and state consumer protection laws to impose standards on the

collection, use, dissemination, and security of data. On the state level, the California Consumer Privacy

Act of 2018 (as amended, the “CCPA”) created new data privacy obligations for covered businesses and

provided new privacy rights to California residents, including the right to opt out of certain disclosures of

their information and receive detailed information about how their personal data is used. The CCPA

provides for civil penalties for violations, as well as a private right of action for certain data breaches that

has increased data breach litigation. Over a third of other U.S. states have enacted consumer privacy

laws comparable to the CCPA and numerous other states have pending consumer privacy legislation

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under review, which if enacted, would add additional costs and expense of resources to maintain

compliance.

We are also subject to evolving privacy laws on cookies, tracking technologies and marketing,

advertising, and other activities conducted by telephone, email, mobile devices, and the internet.

Regulation of cookies and similar technologies may lead to broader restrictions on our marketing and

personalization activities, as well as the effectiveness of our marketing. Such regulations may have a

negative effect on our business. We may also be subject to fines and penalties for non-compliance with

any such laws and regulations. The decline of cookies or other online tracking technologies as a means

to identify and target potential customers may increase the cost of operating our business and lead to a

decline in revenues. In addition, legal uncertainties about the legality of cookies and other tracking

technologies may increase regulatory scrutiny and increase potential civil liability under data protection or

consumer protection laws. 

We also may be subject to various U.S. federal, state, and foreign laws governing how companies provide

age-appropriate experiences to children and minors, including the collection and processing of children

and minors’ data. These laws include, but are not limited to, the Children’s Online Privacy Protection Act

of 1998, and the Family Educational Rights and Privacy Act of 1974, which address the use and

disclosure of the personal data of children and minors and impose obligations on online services or

products directed to or likely to be accessed by children, such as our Figma for Education offerings. We

are subject to similar laws and regulations governing the collection and processing of children and minors’

data in a number of other jurisdictions, including, but not limited to, the United Kingdom (the “UK”), EEA,

and Japan, and we may be subject to additional similar laws and regulations as we expand our Figma for

Education offerings into new markets.

We are subject to the GDPR, which governs the collection, use, disclosure, transfer, or other processing

of personal data of natural persons located in the EEA and the UK, and it applies extra-territorially and

imposes onerous requirements on controllers and processors of personal data, including, for example,

accountability and transparency requirements, obligations to consider data protection as any new

products or services are developed and to limit the amount of personal data processed, and obligations to

comply with data protection rights of data subjects. We face increased compliance obligations and risk,

including more robust regulatory enforcement of data protection requirements and potential fines for

noncompliance of up to €20 million (£17.5 million in the UK) or four percent of the annual global revenues

of the noncompliant company, whichever is greater. A breach of the GDPR may also result in regulatory

investigations, orders to cease or change our data processing activities, enforcement notices,

assessment notices for a compulsory audit and we may also face civil claims including representative

actions and other class action type litigation (where individuals have suffered harm), potentially amounting

to significant compensation or damages liabilities, as well as associated costs, diversion of internal

resources, and reputational harm.

The GDPR prohibits transfers of personal data from the EEA or the UK to countries not formally deemed

adequate by the European Commission or the UK Information Commission Office, respectively, including

the United States, unless a particular compliance mechanism and, if necessary, certain safeguards, are

implemented. The mechanisms that we and many other companies, including our customers, rely upon

for European and UK data transfers out of the EEA and the UK are the European Commission Standard

Contractual Clauses (“SCCs”), the UK Information Commissioner’s Office’s Addendum to the SCCs, the

EU-US Data Privacy Framework (“EU-US DPF”), and the UK Extension to the EU-US DPF. We also have

the Swiss-US Data Privacy Framework in place to legitimize transfers of personal data from Switzerland

to the United States. All of these transfer mechanisms are the subject of legal challenge, regulatory

interpretation, and judicial decisions by the Court of Justice of the EU. In particular, we expect the

European Commission’s approval of the current EU-US DPF to be challenged, and expect international

transfers to the United States and to other jurisdictions more generally to continue to be subject to

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enhanced scrutiny by regulators. Some countries are also considering or have passed legislation

requiring local storage and processing of data, or similar requirements, which could increase the cost and

complexity of delivering our products and services if we were to operate in those countries. If we are

required to implement additional measures to transfer data around the world, this could increase our

compliance costs, and could adversely affect our business, operating results, and financial condition.

We may be subject to data privacy laws and similar laws in a number of other jurisdictions where our

platform is available, including requirements that may require us to process or store customer data in

certain jurisdictions or otherwise restrict our ability to serve customers in certain markets. For example, in

certain circumstances, we may be subject to China’s Personal Information Protection Law (the “PIPL”).

The PIPL’s requirements include extraterritorial application, data localization, and obligations to provide

certain notices and rights to citizens of China. In the event that we are alleged or determined to be not in

compliance with the PIPL or the local data privacy laws of any other jurisdiction where we make our

platform available, including with respect to the data localization, cross-border transfer, or residency

requirements, we may decide to make modifications to our platform, products, and services, increase

costs, or cease operating in that jurisdiction, which would negatively impact our business, operating

results, and financial condition, and may subject us to claims, investigations, regulatory processes, and

penalties.

Further, as we accept debit and credit cards for payment, we are subject to the Payment Card Industry

Data Security Standard (“PCI-DSS”), issued by the Payment Card Industry Security Standards Council.

PCI-DSS contains compliance guidelines with regard to our security surrounding the physical and

electronic storage, processing, and transmission of cardholder data. If we or our service providers are

unable to comply with the security standards established by banks and the payment card industry, we

may be subject to fines, restrictions, and expulsion from card acceptance programs, which could

materially and adversely affect our business.

We depend on a number of third parties in relation to the operation of our business, a number of which

process personal data on our behalf or as our sub-processor. To the extent required by applicable law,

we attempt to mitigate the associated risks of using third parties by performing security assessments and

detailed due diligence, entering into contractual arrangements to ensure that providers only process

personal data according to our instructions or to the instructions of our customers, and ensuring that they

have sufficient technical and organizational security measures in place. There is no assurance that these

contractual measures and our own privacy and security-related safeguards will protect us from the risks

associated with the third-party processing, storage, and transmission of personal data. Any violation of

privacy, data protection, data, or cybersecurity laws by our third-party processors could have an adverse

effect on our business and result in significant fines and penalties.

Our compliance efforts are further complicated by the fact that data privacy and security laws, rules,

regulations, and standards around the world are rapidly evolving, may be subject to uncertain or

inconsistent interpretations and enforcement, and may conflict among various jurisdictions. Any failure or

perceived failure by us to comply with our privacy policies, or applicable U.S. and international data

privacy and security laws, rules, regulations, standards, certifications, or contractual obligations, or any

compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use,

modification, acquisition, disclosure, release, or transfer of personal data, may result in requirements to

modify or cease certain operations or practices, the expenditure of substantial costs, time, and other

resources, proceedings or actions against us, legal liability, governmental investigations, enforcement

actions, claims, fines, judgments, awards, penalties, sanctions, and costly litigation, including class

actions. Any of the foregoing could harm our reputation, distract our management and technical

personnel, increase our costs of doing business, adversely affect the demand for our products and

services, and ultimately result in the imposition of liability, any of which could have an adverse effect on

our business, operating results, and financial condition.

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We are subject to European digital services and content moderation regulations, which impose

evolving compliance requirements that may impact how we offer our products in Europe.

The adoption of European laws relating to the internet or other areas of our business could affect the

manner in which we currently conduct our business. On November 16, 2022, the EU Digital Services Act

(“DSA”), came into force in the European Union. The DSA governs, among other things, our potential

liability for illegal services or content on our platform, and requires enhanced transparency measures,

including in relation to any recommendation systems (including the main parameters used by such

systems and any available options for recipients to modify or influence them). The DSA may increase our

compliance costs, require changes to our user interface, processes, operations, and business practices

which may adversely affect our ability to attract, retain and provide our services to users, and may

otherwise adversely affect our business, operating results, and financial condition. Similarly, in the UK,

the Online Safety Act 2023 (“OSA”) establishes a regulatory framework for user-to-user services and

imposes obligations to protect users from illegal content which may increase compliance costs and may

otherwise adversely affect our business, operating results, and financial condition. While obligations

under the OSA are being phased in, and certain obligations, including the conduct of risk assessments,

became applicable starting on March 17, 2025, other OSA obligations will only become enforceable once

regulatory guidance is issued. Failure to comply with the DSA or OSA can result in fines of up to 6% of

total annual worldwide revenue or £18 million, respectively.

We may become involved in litigation that may adversely affect us.

From time to time, we may be subject to claims, suits, and other legal proceedings. Regardless of the

outcome, legal proceedings can have an adverse impact on us because of legal costs and diversion of

management attention and resources, and could cause us to incur significant expenses or liability,

adversely affect our brand recognition, or require us to change our business practices. The expense of

litigation and the timing of this expense from period to period are difficult to estimate, subject to change,

and could adversely affect our business, operating results, financial condition, and future prospects. It is

possible that a resolution of one or more such proceedings could result in substantial damages,

settlement costs, fines, and penalties that would adversely affect our business, operating results, financial

condition, or cash flows in a particular period. These proceedings could also result in reputational harm,

sanctions, consent decrees, or orders requiring a change in our business practices. Because of the

potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even

where we have meritorious claims or defenses, by agreeing to settlement agreements. Because litigation

is inherently unpredictable, we cannot assure you that the results of any of these actions will not have an

adverse effect on our business, operating results, financial condition, and future prospects.

Risks Related to Financial and Accounting

Matters

If we fail to maintain an effective system of internal controls, our ability to produce timely and

accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, and the rules and regulations of the

applicable listing standards of the NYSE. The Sarbanes-Oxley Act requires, among other things, that we

maintain effective disclosure controls and procedures, and internal control, over financial reporting. We

are continuing to develop and refine our disclosure controls, internal control over financial reporting, and

other procedures that are designed to ensure information required to be disclosed by us in our financial

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statements and in the reports that we will file with the SEC is recorded, processed, summarized, and

reported within the time periods specified in SEC rules and forms, and information required to be

disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive

and financial officers. In order to maintain and improve the effectiveness of our internal controls and

procedures, we have expended, and anticipate that we will continue to expend, significant resources,

including accounting-related costs and significant management oversight.

Our current controls and any new controls we develop may become inadequate because of changes in

conditions in our business. Further, weaknesses in our internal controls may be discovered in the future.

Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation

or improvement, could harm our operating results, result in a restatement of our financial statements for

prior periods, cause us to fail to meet our reporting obligations, and adversely affect the results of periodic

management evaluations and annual independent registered public accounting firm attestation reports

regarding the effectiveness of our internal control over financial reporting that we will be required to

include in the periodic reports we will file with the SEC. Ineffective disclosure controls and procedures and

internal control over financial reporting could also cause investors to lose confidence in our reported

financial and other information, which would likely have a negative effect on the trading price of our Class

A common stock.

We expect our independent registered public accounting firm will be required to formally attest to the

effectiveness of our internal control over financial reporting commencing with our second annual report on

Form 10-K. We expect to incur significant expenses and devote substantial management effort toward

ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

As a result of the complexity involved in complying with the rules and regulations applicable to public

companies, our management’s attention may be diverted from other business concerns, which could

harm our business, operating results, financial condition, and future prospects. We have hired and expect

to continue to hire additional employees to assist us in complying with these requirements, and we may

also engage outside consultants, either of which will increase our operating expenses.

We expect operating as a public company to result in a significant diversion of management’s time

and attention from operating our business and to result in significantly increased costs.

As a public company, we will incur significant legal, accounting, compliance, and other expenses that we

did not incur as a private company. Such additional compliance costs will continue to increase our legal,

accounting, and financial compliance costs, make certain activities more difficult, time-consuming, and

costly, and place significant strain on our management, personnel, systems, and resources. For example,

in anticipation of becoming a public company, we will need to adopt additional internal controls and

disclosure controls and procedures, retain a transfer agent, and adopt an insider trading policy. As a

public company, we will bear all of the internal and external costs of preparing and distributing periodic

public reports in compliance with our obligations under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure, including

the Exchange Act, Sarbanes-Oxley Act, and rules and regulations implemented by the SEC have

increased legal and financial compliance costs and will make some compliance activities more time-

consuming. We intend to invest resources to comply with evolving laws, regulations, and standards, and

this investment will result in increased general and administrative expenses and may divert

management’s time and attention from our other business activities. If our efforts to comply with new

laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due

to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our

business may be harmed. In connection with this offering, we intend to increase our directors’ and

officers’ insurance coverage, which will increase our insurance costs. In the future, it may be more

expensive or more difficult for us to obtain director and officer liability insurance, and we may be required

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to accept reduced coverage or incur substantially higher costs to obtain and maintain the same or similar

coverage. These factors would also make it more difficult for us to attract and retain qualified members of

our Board of Directors, particularly to serve on our audit committee and compensation committee, and

qualified executive officers.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or

financial reporting standards or interpretations change, our operating results could be adversely

affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the amounts reported in our consolidated financial statements and

accompanying notes. We base our estimates on historical experience and on various other assumptions

that we believe to be reasonable under the circumstances, as discussed in the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of

these estimates form the basis for making judgments about the carrying values of assets, liabilities,

equity, stock-based compensation, the fair value of our Class A common stock, and the amount of

revenue and expenses that are not readily apparent from other sources. Significant assumptions and

estimates used in preparing our consolidated financial statements include, but are not limited to, those

related to, stock-based compensation, including the estimation of the underlying fair value of common

stock and the estimation of the fair value of market-based awards. Our operating results may be

adversely affected if our assumptions change or if actual circumstances differ from those in our

assumptions, which could cause our operating results to fall below the expectations of industry or

financial analysts and investors, potentially resulting in a decline in the market price of our Class A

common stock.

Additionally, we regularly monitor our compliance with applicable financial reporting standards and review

new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to

existing standards, and changes in their interpretation, we might be required to change our accounting

policies, alter our operational policies, and implement new or enhance existing systems so that they

reflect new or amended financial reporting standards, or we may be required to restate our published

financial statements. For example, SEC proposals on climate-related disclosures may require us to

update our accounting or operational policies, processes, or systems to reflect new or amended financial

reporting standards. Such changes to existing standards or changes in their interpretation may have an

adverse effect on our reputation, business, financial condition, and profitability, or cause an adverse

deviation from our revenue and operating profit target, which may adversely affect our financial condition.

Our Revolving Credit Facility contains restrictive and financial covenants that may limit our

operational flexibility. If we fail to meet our obligations under the credit facility, our operations may

be interrupted and our business, operating results, and financial condition could be adversely

affected.

On June 27, 2025, we entered into the Revolving Credit Facility (as defined below) by and among us and

certain lenders, some of which are affiliated with certain members of our underwriting syndicate, to fund

working capital and general corporate purpose expenditures. We expect to draw approximately $           

million on the Revolving Credit Facility in order to pay our anticipated tax withholding and remittance

obligations in connection with the RSU Net Settlement and we intend to use a portion of the net proceeds

from this offering to repay such indebtedness. The Revolving Credit Facility contains a financial covenant

requiring that Liquidity (defined as unrestricted cash and cash equivalents, plus the undrawn revolver

commitments) is not less than $100 million as of the last day of each fiscal quarter. The Revolving Credit

Facility contains additional customary affirmative and negative covenants, including restrictions on

indebtedness, liens, investments, asset dispositions and affiliate transactions, each subject to customary

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exceptions and baskets, and customary events of default. The obligations under the Revolving Credit

Facility are secured by liens on substantially all of our assets.

Various risks, uncertainties, and events beyond our control could affect our ability to comply with these

covenants. Failure to comply with any of the covenants could result in a default under the Revolving

Credit Facility. Such a default could permit lenders to accelerate the maturity of outstanding amounts

under our Revolving Credit Facility, if any, which in turn could result in material adverse consequences

that negatively impact our business, the market price for our Class A common stock, and our ability to

obtain other financing in the future. In addition, the Revolving Credit Facility’s covenants, consent

requirements, and other provisions may limit our flexibility to pursue or fund strategic initiatives or

acquisitions that might be in the long-term interests of us and stockholders.

We may require additional capital to fund our business and support our growth, and any inability to

generate or obtain such capital may adversely affect our business, operating results, and financial

condition.

In order to support our growth and respond to business challenges, such as developing new features or

enhancements to our platform to stay competitive, acquiring new technologies, and improving our

infrastructure, we have made significant financial investments in our business and we intend to continue

to make such investments. As a result, we may need to engage in additional equity or debt financings to

provide the funds required for these investments and other business endeavors. If we raise additional

funds through equity or convertible debt issuances, our existing stockholders may suffer significant

dilution and these securities could have rights, preferences, or privileges that are superior to those of

holders of our Class A common stock. We expect that our existing cash and cash equivalents, and

marketable securities will be sufficient to meet our anticipated cash needs for working capital and capital

expenditures for at least the next twelve months. If we obtain additional funds through debt financing, we

may not be able to obtain such financing on terms favorable to us. Our ability to raise capital in the future

may be impacted by global macroeconomic conditions, which may make it difficult to raise additional

capital on favorable terms, if at all. Such terms may involve restrictive covenants making it difficult to

engage in capital raising activities and pursue business opportunities, including potential acquisitions. The

trading prices of the common stock of technology companies have been highly volatile in recent years as

a result of inflation, interest rate volatility, actual or perceived instability in the banking system, geopolitical

conflicts, and market downturns, which may reduce our ability to access capital on favorable terms or at

all. In addition, a recession, depression, or other sustained adverse market event could adversely affect

our business and the value of our Class A common stock. If we are unable to obtain adequate financing

or financing on terms satisfactory to us when we require it, our ability to continue to support our business

growth and to respond to business challenges could be significantly impaired and our business may be

adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations.

We are exposed to fluctuations in currency exchange rates, which may be exacerbated in the future

and could negatively affect our business, operating results, and financial condition.

Our sales are currently denominated in U.S. dollars, Euros, British pounds, Japanese Yen, and the

Canadian Dollar, and will likely be denominated in other currencies in the future. Because we report our

operating results and revenue in U.S. dollars, we currently face exposure to foreign currency exchange

risk and may in the future face other foreign currency risks. We do not currently hedge against the risks

associated with foreign currency fluctuations. If we are not able to successfully hedge against the risks

associated with currency fluctuations, our operating results could be adversely affected. Further, to the

extent that our customer agreements with our customers outside of the United States are denominated in

U.S. dollars, strengthening of the U.S. dollar increases the real cost of our platform to our customers

outside of the United States, which could lead to delays in the purchase of our platform and the

lengthening of our sales cycle. If the U.S. dollar continues to strengthen, this could adversely affect our

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business, operating results, and financial condition. Conversely, if the U.S. dollar weakens relative to the

foreign currencies in the jurisdictions in which we have operations, our cost of revenue and operating

expenses will increase, which would have an adverse impact on our operating results. In addition,

increased international sales in the future, including through continued international expansion and our

partners could result in foreign currency denominated sales, which would increase our foreign currency

risk.

Our operating expenses incurred outside the United States and denominated in foreign currencies are

increasing and are subject to fluctuations due to changes in foreign currency exchange rates. These

expenses are denominated in foreign currencies and are subject to fluctuations due to changes in foreign

currency exchange rates. We do not currently hedge against the risks associated with currency

fluctuations but may do so, or use other derivative instruments, in the future.

Moreover, in addition to risks associated with traditional fiat currency, the emergence of cryptocurrencies,

particularly Bitcoin, as potential alternative mediums of exchange may introduce further risk. If the

adoption of Bitcoin or another cryptocurrency increases to the point where it has the potential to displace

traditional fiat currencies in our markets, this may exacerbate the risks described above.

We could be subject to additional tax liabilities and U.S. federal and global income tax reform

could adversely affect us.

We are subject to U.S. federal, state, and local income taxes, sales, and other taxes in the United States

and income taxes, withholding taxes, transaction taxes, and other taxes in numerous foreign jurisdictions.

Our existing corporate structure has been implemented in a manner that we believe is in compliance with

current prevailing tax laws. Moreover, changes to our corporate structure, including increased headcount

and expanded functions outside of the United States, could impact our worldwide effective tax rate and

adversely affect our operating results and financial condition. Significant judgment is required in

evaluating our tax positions and our worldwide provision for income taxes. During the ordinary course of

business, there are many activities and transactions for which the ultimate tax determination is uncertain.

The relevant taxing authorities may disagree with our determinations as to the income and expenses

attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not

sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-

time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our

business, with some changes possibly affecting our tax obligations in future or past years. In addition, our

future income tax obligations could be adversely affected by changes in, or interpretations of, tax laws in

the United States or in other jurisdictions in which we operate.

For example, the U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the

“TCJA”) significantly reformed the Internal Revenue Code of 1986, as amended (the “Code”), reducing

U.S. federal tax rates, making sweeping changes to rules governing international business operations,

and imposing significant additional limitations on tax benefits, including the deductibility of interest and the

use of net operating loss (“NOL”) carryforwards. In addition, as part of the Organization for Economic

Cooperation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting, 147

jurisdictions have joined a two-pillar plan to reform international taxation rules. The first pillar is focused

on the allocation of taxing rights between countries for in-scope multinational enterprises that sell goods

and services into countries with little or no local physical presence and is intended to apply to

multinational enterprises with global revenues above €20 billion. The second pillar is focused on

developing a global minimum tax rate of at least 15% applicable to in-scope multinational enterprises and

is intended to apply to multinational enterprises with annual consolidated group revenue in excess of

€750 million. We are still evaluating the impact of the OECD pillar one and pillar two rules as they

continue to be refined by the OECD and implemented by various national governments. However, it is

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possible that the OECD pillar one and pillar two rules, as implemented by various national governments,

could adversely affect our effective tax rate or result in higher cash tax liabilities.

Due to the expanding scale of our international business activities, these types of changes to the taxation

of our activities could impact the tax treatment of our foreign earnings, increase our worldwide effective

tax rate, increase the amount of taxes imposed on our business, and harm our financial condition. Such

changes may also apply retroactively to our historical operations and result in taxes greater than the

amounts estimated and recorded in our financial statements.

Our ability to use our NOL carryforwards and certain other tax attributes may be limited.

As of December 31, 2024, we had aggregate U.S. federal and state NOL carryforwards of $164.0 million

and $181.5 million, respectively, which may be available to offset future taxable income for U.S. income

tax purposes. Under the TCJA, U.S. federal NOLs we generated in tax years beginning after December

31, 2017 may be carried forward indefinitely but may only be used to offset 80% of our taxable income

annually. If not utilized, our California and other state NOL carryforwards will begin to expire in 2044 and

2029, respectively. As of December 31, 2024, we had federal research and development credit

carryforwards of $0.1 million, which will begin to expire in 2041, and state research and development

credit carryforwards of $24.7 million, which will begin to expire in 2029. California research and

development credit carryforwards do not expire. Realization of these NOL and research and development

credit carryforwards depends on our future taxable income, and there is a risk that certain of our existing

carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could

adversely affect our operating results and financial condition.

In addition, under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,”

generally defined as a greater than 50% cumulative change (by value) in ownership by certain “five-

percent shareholders” (as defined in Section 382 of the Code and the Treasury Regulations promulgated

thereunder) over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other

pre-change tax attributes, such as research and development credits, to offset its post-change income or

taxes may be limited. We may experience ownership changes in the future as a result of shifts in our

stock ownership, including as a result of this offering. As a result, if we earn net taxable income, our ability

to use our pre-change U.S. NOL carryforwards and other tax attributes to offset U.S. federal taxable

income may be subject to limitations, which could potentially result in increased future tax liability to us.

Similar provisions of state tax law may also apply to limit our use of accumulated state tax NOLs. In

addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise

limited, which could accelerate or permanently increase our state income tax liabilities. As a result of the

foregoing, even if we attain profitability, we may be unable to use all or a material portion of our NOLs and

other tax attributes, which could adversely affect our future cash flows.

Risks Related to Ownership of Our Class A

Common Stock

The market price of our Class A common stock may be volatile, and you could lose all or part of

your investment.

We cannot predict the prices at which our Class A common stock will trade. The initial public offering price

of our Class A common stock will be determined by negotiations between us and the underwriters and

may not bear any relationship to the market price at which our Class A common stock will trade after this

offering. Furthermore, the market price of our Class A common stock following this offering may fluctuate

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substantially and may be lower than the initial public offering price. The market price of our Class A

common stock following this offering will depend on a number of factors, including, but not limited to,

those described in this “Risk Factors” section, many of which are beyond our control and may not be

related to our operating results. In addition, the limited public float of our Class A common stock following

this offering will tend to increase the volatility of the trading price of our Class A common stock. These

fluctuations could cause you to lose all or part of your investment in our Class A common stock, since you

might not be able to sell your shares at or above the price you paid in this offering. Factors that could

cause fluctuations in the market price of our Class A common stock include, but are not limited to, the

following:

•actual or anticipated changes or fluctuations in our operating results;

•the global political, economic, and macroeconomic climate, including, but not limited to, tariffs or

trade restrictions, actual or perceived instability in the financial industry, potential uncertainty with

respect to the U.S. federal debt ceiling and budget and potential government shutdowns related

thereto, labor shortages, supply chain disruptions, potential recession, inflation, and interest rate

volatility;

•our incurrence of any material amounts of indebtedness;

•our ability to produce timely and accurate financial statements;

•the financial projections we may provide to the public, any changes in these projections, or our

failure to meet these projections;

•announcements by us or our competitors of new offerings or new or terminated significant

contracts, commercial relationships, acquisitions, or capital commitments;

•industry or financial analyst or investor reaction to our press releases, other public

announcements, and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry;

•price and volume fluctuations in the overall stock market from time to time;

•the overall performance of the stock market or the performance of public technology companies;

•the expiration of market standoff or contractual lock up agreements and sales of shares of our

Class A common stock by us or our stockholders;

•failure of industry or financial analysts to maintain coverage of us, changes in financial estimates

by any analysts who follow our company, or our failure to meet financial analysts’ estimates or the

expectations of investors;

•actual or anticipated developments in our business or our competitors’ businesses or the

competitive landscape generally;

•developments in AI;

•litigation or other proceedings involving us, our industry, or both, or investigations by regulators

into our operations or those of our competitors or others that may be associated with us;

•developments or disputes concerning our intellectual property rights, or third-party intellectual

property or other proprietary rights that we rely on or have implemented into our platform;

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•new laws or regulations or new interpretations of existing laws or regulations applicable to our

business;

•any major changes in our management or our Board of Directors;

•other events or factors, including, but not limited to, those resulting from acts of war, terrorism,

armed conflict, including the conflicts in the Middle East and Ukraine and tensions between China

and Taiwan, or responses to these events; and

•actual or perceived cybersecurity incidents.

In addition, the stock market in general, and the market for technology companies in particular, has

experienced price and volume fluctuations that have often been unrelated or disproportionate to the

operating performance of those companies, particularly during the current period of global

macroeconomic uncertainty. These economic, political, regulatory, and market conditions may negatively

impact the market price of our Class A common stock, regardless of our actual operating results. In the

past, securities class action litigation and derivative litigation have often been instituted against

companies following periods of volatility in the market price of a company’s securities. These types of

litigation, if instituted, could result in substantial costs and a diversion of management’s attention and

resources, which could adversely affect our business, operating results, or financial condition.

Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to

opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to

cover significant litigation defense costs, settlements, and damages awarded to plaintiffs, or incur

substantially higher costs to maintain the same or similar coverage. Any of the above potential effects

relating to potential volatility in the market price of our Class A common stock could have an adverse

effect on our business, operating results, financial condition, and future prospects.

The multi-class structure of our common stock has the effect of concentrating voting power with

Dylan Field, our Chair of our Board of Directors, Chief Executive Officer, and President, which will

limit your ability to influence the outcome of important transactions, including a change in control.

Our Class B common stock has 15 votes per share, and our Class A common stock has one vote per

share. Our Class C common stock has no voting rights, except as required by law.

Following this offering of our Class A common stock, Mr. Field and Mr. Wallace (each a “Founder” and

together the “Co-Founders”) will collectively hold substantially all of the issued and outstanding shares of

our Class B common stock. Moreover, Mr. Wallace and his affiliated trust entered into the Wallace Proxy,

granting Mr. Field complete and unlimited authority to act, in his sole discretion, on their behalf, to vote

any number of shares of our capital stock, owned or beneficially held by them at any time and from time

to time (the “Wallace Proxy Shares”) on all matters submitted to a vote of stockholders at a meeting of

stockholders or through the solicitation of a written consent of stockholders and for any contractual voting

rights that may be applicable to the Wallace Proxy Shares. For additional information, see the section

titled “Description of Capital Stock.”

Accordingly, upon the closing of this offering, and assuming no exercise of the underwriters’ option to

purchase additional shares, Mr. Field will hold approximately           % of the voting power of our

outstanding capital stock, including           % of the voting power subject to the Wallace Proxy, which

voting power may increase over time upon the exercise or settlement of equity awards held by Mr. Field.

Therefore, Mr. Field will be able to control matters submitted to our stockholders for approval, including

the election of directors, amendments of our organizational documents, and any merger, consolidation,

sale of all or substantially all of our assets, or other major corporate transactions. Mr. Field may have

interests that differ from yours and may vote in a way with which you disagree and which may be adverse

to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a

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change in control of our company, could deprive our stockholders of an opportunity to receive a premium

for their capital stock as part of a sale of our company, and might ultimately affect the market price of our

Class A common stock. In addition, we and Mr. Field are party to a Nominating Agreement under which

we and Mr. Field are required to take certain actions to include Mr. Field in the slate of nominees

nominated by our Board of Directors for the applicable class of directors (or the full board of directors if

the board of directors is not classified), include him in our proxy statement, cause our Board of Directors,

subject to their fiduciary duties, to recommend in favor of Mr. Field’s election or re-election to our Board of

Directors and solicit proxies or consents in favor of electing Mr. Field to our Board of Directors. For more

information regarding the Nominating Agreement, see the section titled “Management—Nominating

Agreement.”

Future transfers by the holders of Class B common stock will generally result in those shares converting

into shares of Class A common stock, subject to limited exceptions, such as certain transfers effected for

estate planning or charitable purposes. The conversion of Class B common stock to Class A common

stock will have the effect, over time, of increasing the relative voting power of those holders of Class B

common stock who retain their shares in the long term. As a result, it is possible that one or more of the

persons or entities holding our Class B common stock could increase their voting control as other holders

of Class B common stock sell or otherwise convert their shares into Class A common stock.  For

additional information, see the section titled “Description of Capital Stock—Conversion.”

The multi-class structure of our common stock may adversely affect the trading market for our

Class A common stock.

We cannot predict whether our multi-class structure of our common stock will result in a lower or more

volatile market price of our Class A common stock, adverse publicity, or other adverse consequences.

Certain stock index providers exclude or limit the ability of companies with multi-class share structures

from being added to certain of their indices. In addition, several stockholder advisory firms and large

institutional investors oppose the use of multi-class structures. As a result, the multi-class structure of our

common stock may make us ineligible for inclusion in certain indices and may discourage such indices

from selecting us for inclusion, notwithstanding our automatic termination provision, may cause

stockholder advisory firms to publish negative commentary about our corporate governance practices or

otherwise seek to cause us to change our capital structure, and may result in large institutional investors

not purchasing shares of our Class A common stock. Given the sustained flow of investment funds into

passive strategies that seek to track certain indices, any exclusion from certain stock indices could result

in less demand for our Class A common stock. Any actions or publications by stockholder advisory firms

or institutional investors critical of our corporate governance practices or capital structure could also

adversely affect the value of our Class A common stock.

No public market for our Class A common stock currently exists, and an active public trading

market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market or active private market for our Class A common

stock. We have applied to list our Class A common stock on the NYSE. However, an active trading

market may not develop following the completion of this offering or, if developed, may not be sustained.

The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or

at a price that you consider reasonable. The lack of an active market may also reduce the market price of

your shares of Class A common stock. An inactive market may also impair our ability to raise capital by

selling shares and may impair our ability to acquire other companies or technologies by using our shares

as consideration.

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Sales of substantial amounts of our Class A common stock in the public markets, or the perception

that they might occur, could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly

sales by our directors, executive officers, and principal stockholders, or the perception that these sales

might occur, could cause the market price of our Class A common stock to decline.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or

further registration under the Securities Act, except that any shares held by our affiliates, as defined in

Rule 144 under the Securities Act, would only be able to be sold in compliance with Rule 144 and any

applicable lock-up agreements described below.

In connection with this offering, all of our directors and executive officers, the selling stockholders, and

certain other holders that together represent approximately           % of our outstanding Class A common

stock and securities directly or indirectly convertible into or exchangeable or exercisable for our Class A

common stock are subject to lock-up agreements with the underwriters pursuant to which they have

agreed, subject to certain exceptions, that without the prior written consent of Morgan Stanley and

Goldman Sachs, on behalf of the underwriters, they will not, in accordance with the terms of such

agreements during the period ending on the earlier of (i) the commencement of trading on the second

trading day after the date that we publicly announce earnings for the second quarter following the most

recent period for which financial statements are included in this prospectus, and (ii) 180 days after the

date of this prospectus:

(a)offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or

contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or

dispose of, directly or indirectly, any shares of our common stock or any securities directly or

indirectly convertible into or exercisable or exchangeable for our common stock;

(b)enter into any swap, hedging transaction, or other arrangement that transfers to another, in whole

or in part, any of the economic consequences of ownership of our common stock, whether any

such transaction described above is to be settled by delivery of our common stock or such other

securities convertible into or exercisable or exchangeable for our common stock, in cash or

otherwise;

(c)publicly disclose the intention to take any of the actions restricted by clause (a) or (b) above; or

(d)make any demand for, or exercise any right with respect to, the registration of any shares of our

common stock or any securities convertible into or exercisable or exchangeable for our common

stock.

Furthermore, (i) an additional approximately            % of our outstanding common stock and securities

directly or indirectly convertible into or exchangeable or exercisable for our common stock are subject to

the market standoff provisions in our Rights Agreement (as defined below), pursuant to which such

holders agreed to not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase

any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or

dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or

exercisable or exchangeable for our common stock held immediately prior to the effectiveness of this

registration statement, or enter into any swap, hedging transaction, or other arrangement that transfers to

another, in whole or in part, any of the economic consequences of ownership of our common stock,

whether any such transaction described above is to be settled by delivery of our common stock or such

other securities convertible into or exercisable or exchangeable for our common stock, in cash or

otherwise, or publicly disclose the intention to take any of the foregoing actions, during the lock-up period

and (ii) an additional approximately            % of our outstanding common stock and securities directly or

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indirectly convertible into or exchangeable or exercisable for our common stock are subject to the market

standoff agreements with us, pursuant to which such holders agreed to not sell or otherwise dispose of

any shares of our common stock or any securities convertible into or exercisable or exchangeable for our

common stock held immediately prior to the effectiveness of this registration statement during the lock-up

period. The forms and specific restrictive provisions within these market standoff provisions vary among

security holders. For example, although some of these market standoff agreements do not specifically

restrict hedging transactions and others may be subject to different interpretations between us and

security holders as to whether they restrict hedging, our insider trading policy prohibits hedging, short

sales, and certain other transactions involving derivative securities by all of our current directors, officers,

employees, contractors, and consultants. Sales, short sales, or hedging transactions involving our equity

securities, whether before or after this offering and whether or not we believe them to be prohibited, could

adversely affect the price of our Class A common stock.

As a result of the foregoing, substantially all of our outstanding common stock and securities directly or

indirectly convertible into or exchangeable or exercisable for our common stock are subject to a lock-up

agreement or market standoff provisions during the lock-up period. We have agreed to enforce all such

market standoff restrictions on behalf of the underwriters and not to amend or waive any such market

standoff provisions during the lock-up period without the prior written consent of Morgan Stanley and

Goldman Sachs, on behalf of the underwriters, provided that we may release shares from such

restrictions to the extent such shares would be entitled to release under the form of lock-up agreement

with the underwriters entered into by our directors and executive officers, the selling stockholders, and

certain other holders of our securities as described herein.

We anticipate that we will net settle the IPO Vesting RSUs in the RSU Net Settlement. For RSUs that will

vest after the effectiveness of the registration statement of which this prospectus forms a part and prior to

the expiration of the lock-up period, we anticipate that we will continue to net settle the shares underlying

these RSUs. However, we will continue to have discretion to sell-to-cover rather than net settle shares

underlying these RSUs in order to satisfy tax withholding obligations. The lock-up agreements and market

standoff agreements permit sell-to-cover transactions to cover tax withholding obligations in connection

with the vesting and/or settlement of RSUs and stock options during the lock-up period.  If we decide to

sell-to-cover rather than net settle shares underlying these RSUs and stock options, up to approximately               

shares of our Class A common stock will be eligible for sale in the open market during the lock-up period

in connection with such sell-to-cover transactions.

Furthermore, as further described and subject to the conditions set forth in the sections titled “Shares

Eligible for Future Sale” and “Underwriters (Conflicts of Interest),” at the commencement of trading of the

second trading day after the date that we publicly announce earnings for the first quarter following the

most recent period for which financial statements are included in this prospectus (the “Initial Post-Offering

Earnings Release Date”), if the closing price per share of our Class A common stock on NYSE for at least

five trading days in any ten consecutive trading day period, with at least one of such five trading days

occurring after the Initial Post-Offering Earnings Release Date is at least 25% greater than the initial

public offering price of our Class A common stock set forth on the cover of this prospectus, up to

approximately shares of Class A common stock held by our current employees and service

providers (excluding our directors and any officer within the meaning of Section 16 of the Exchange Act)

will be immediately available for sale in the public market.

When the lock-up period expires, we and our securityholders subject to a lock-up agreement or market

stand-off agreement will be able to sell our shares in the public market. In addition, Morgan Stanley and

Goldman Sachs may release all or some portion of the shares subject to lock-up agreements prior to the

expiration of the lock-up period. See the section titled “Shares Eligible for Future Sale” for more

information. Sales of a substantial number of such shares upon expiration of the lock-up and market

stand-off agreements, or the perception that such sales may occur, or early release of these agreements,

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could cause our market price to fall or make it more difficult for you to sell your Class A common stock at

a time and price that you deem appropriate.

As of March 31, 2025, we had stock options and RSUs outstanding that, if fully exercised or vested and

settled, as applicable, would result in the issuance of 23,057,048 shares of Class A common stock

and                shares of Class A common stock, respectively, and we also had an outstanding warrant

exercisable for the purchase of 260,580 shares of Class A common stock. In addition, as of March 31,

2025 and before giving effect to the Option Exercise, we had stock options and RSUs outstanding that, if

fully exercised or vested and settled, as applicable, would result in the issuance of 811,896 shares of

Class B common stock and                   shares of Class B common stock, respectively. All of the shares of

Class A common stock issuable upon the exercise or settlement of stock options, warrants, or RSUs, and

the shares reserved for future issuance under our equity incentive plans, will be registered for public

resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public

market upon issuance subject to existing lock-up or market standoff agreements and applicable vesting

requirements.

Immediately following this offering, the holders of                shares of our common stock will have rights,

subject to some conditions, to require us to file registration statements for the public resale of the Class A

common stock issuable upon conversion of such shares or to include such shares in registration

statements that we may file for us or other stockholders.

We may also issue our shares of common stock or securities convertible into shares of our common stock

from time to time in connection with a financing, acquisition, investment, or otherwise. Any further

issuance could result in substantial dilution to our existing stockholders, especially if the issuance were to

occur at a price below the then-current market price of our Class A common stock. Any future issuances

could cause the market price of our Class A common stock to decline.

Moreover, during the quarter in which this offering is completed, we will begin recording stock-based

compensation expense for RSUs that we have granted to our service providers, which vest upon the

satisfaction of both a service-based vesting condition and a performance-based vesting condition. We

expect the performance condition will be satisfied in connection with this offering. If the performance

vesting condition had occurred on March 31, 2025, we would have recorded $809.8 million of stock-

based compensation, and we would recognize additional stock-based compensation of $735.9 million

over a weighted-average remaining requisite service period of 1.9 years.At the time of the offering, we

expect to recognize stock-based compensation expense of approximately $          million with respect to

RSUs for which the service-based vesting condition was satisfied or partially satisfied as of          , 2025

and for which we expect the performance-based vesting condition to be satisfied in connection with this

offering. Following this offering, our future cost of revenue and operating expenses, particularly during the

quarter in which this offering is completed, will include a substantial amount of stock-based compensation

expense with respect to these RSUs, as well as any other equity awards we have granted and may grant

in the future, which will have an adverse impact on our ability to achieve profitability. For additional

information, see the section titled “Management’s Discussion and Analysis of Financial Condition and

Results of Operations—Significant Impacts of Stock-Based Compensation—RSUs.”

If financial analysts issue inaccurate or unfavorable research regarding our Class A common stock,

our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that

financial analysts publish about us, our business, our market, and our competitors. We do not control

these analysts or the content and opinions included in their reports. As a new public company, the

analysts who publish information about our Class A common stock will have had relatively little

experience with our company, which could affect their ability to accurately forecast our results and make it

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more likely that we fail to meet their estimates. If any of the analysts who cover us issue an inaccurate or

unfavorable opinion regarding our stock price, our stock price would likely decline. In addition, the stock

prices of many companies in the technology industry have declined significantly after those companies

have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies

or the expectations of analysts. If our financial results fail to meet, or significantly exceed, our announced

guidance or the expectations of analysts or public investors, analysts could downgrade our Class A

common stock or publish unfavorable research about us. If one or more of these analysts cease coverage

of our Class A common stock or fail to publish reports on us regularly, our visibility in the financial markets

could decrease, which in turn could cause our stock price or trading volume to decline.

Any future issuance of our Class C common stock may have the effect of further concentrating

voting control in our Class B common stock, may discourage potential acquisitions of our

business, and could have an adverse effect on the market price of our Class A common stock.

Under our restated certificate of incorporation that will become effective immediately prior to the

completion of this offering, we will be authorized to issue up to 1,000,000,000 shares of our Class C

common stock. Although we have no current plans to issue any shares of our Class C common stock, we

may in the future issue shares of our Class C common stock for a variety of corporate purposes, including

financings, acquisitions, investments, and equity incentives to our employees, consultants, and directors.

Any future issuance of our Class C common stock may have the effect of further concentrating voting

control in our Class B common stock, may discourage potential acquisitions of our business, and could

have an adverse effect on the market price of our Class A common stock. Our authorized but unissued

shares of Class C common stock are available for issuance with the approval of our Board of Directors

without stockholder approval, except as may be required by the listing rules of the NYSE. Because our

Class C common stock carries no voting rights (except as otherwise required by law) and is not listed for

trading on an exchange or registered for sale with the SEC, shares of our Class C common stock may be

less liquid and less attractive to any future recipients of these shares than shares of our Class A common

stock, although we may seek to list our Class C common stock for trading and register shares of our

Class C common stock for sale in the future. Further, we could issue shares of Class C common stock to

Mr. Field and, in that event, he would be able to sell such shares of Class C common stock and achieve

liquidity in his holdings without diminishing his voting power. In addition, because our Class C common

stock carries no voting rights (except as otherwise required by law), if we issue shares of our Class C

common stock in the future, the holders of our Class B common stock may be able to hold significant

voting control over most matters submitted to a vote of our stockholders for a longer period of time than

would be the case if we issued our Class A common stock rather than our Class C common stock in such

transactions. Further, any and all outstanding shares of Class C common stock will convert automatically

into Class A common stock, on a share-for-share basis, following both (a) the earliest to occur of (i) the

conversion or exchange of all outstanding shares of our Class B common stock into shares of Class A

common stock, (ii) the Class B Automatic Conversion (as defined below) and (iii) the affirmative vote of

the holders of a majority of the outstanding shares of Class B common stock, voting separately as a

single class and (b) the date and time, or occurrence of an event, specified by the holders of a majority of

the outstanding shares of Class A common stock, voting as a separate class.

We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a

return on your investment will depend on appreciation in the price of our Class A common stock.

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all

available funds and any future earnings for use in the operation of our business and do not anticipate

paying any dividends in the foreseeable future. Any determination to pay dividends in the future will be at

the discretion of our Board of Directors and will depend on our operating results, financial condition,

capital requirements, general business conditions, instruments, and other factors that our Board of

Directors may deem relevant. Additionally, our ability to pay dividends is limited by restrictions on our

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ability to pay dividends or make distributions under the terms of our Revolving Credit Facility. Accordingly,

investors must rely on sales of their Class A common stock after price appreciation, which may never

occur, as the only way to realize any future gains on their investments.

We will have broad discretion in the use of the net proceeds to us from this offering and may not

use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for

any of the purposes described in the section titled “Use of Proceeds,” and you will not have the

opportunity as part of your investment decision to assess whether the net proceeds are being used

appropriately. Because of the number and variability of factors that will determine our use of the net

proceeds from this offering, their ultimate use may vary substantially from their currently intended use. If

we do not use the net proceeds that we receive in this offering effectively, our business, operating results,

financial condition, and prospects could be harmed, and the market price of our Class A common stock

could decline. Pending their use, we may invest the net proceeds from this offering in short-term,

investment-grade interest-bearing securities such as money market accounts, certificates of deposit,

commercial paper, and guaranteed obligations of the U.S. government that may not generate a high yield.

These investments may not yield a favorable return to our investors.

Because the initial public offering price of our Class A common stock will be substantially higher

than the pro forma net tangible book value per share of our outstanding Class A common stock

following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma net tangible book value per share

of our Class A common stock immediately following this offering based on the total value of our tangible

assets less our total liabilities. Therefore, if you purchase shares of our Class A common stock in this

offering, based on the midpoint of the offering price range set forth on the cover page of this prospectus,

and the issuance of            shares of Class A common stock in this offering, you will experience

immediate dilution of $          per share, the difference between the price per share you pay for our Class

A common stock and its pro forma net tangible book value per share as of March 31, 2025 after giving

effect to the issuance of shares of our Class A common stock in this offering. Furthermore, if the

underwriters exercise their option to purchase additional shares in full, current or future outstanding

warrants or equity awards are settled in shares of our capital stock, or if we otherwise issue additional

shares of our capital stock, you could experience further dilution. See the section titled “Dilution” for

additional information.

General Risk Factors

We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and

by man-made problems such as war and regional geopolitical conflicts around the world, that

could disrupt our business operations, and our business continuity and disaster recovery plans

may not adequately protect us from a serious disaster.

Natural disasters or other catastrophic events may cause damage or disruption to our operations,

international commerce, and the global economy, and thus could have an adverse effect on us. Our

business operations are also subject to interruption by fire, power shortages, flooding, and other events

beyond our control. In addition, our global operations expose us to risks associated with public health

crises, such as pandemics and epidemics, which could harm our business and cause our operating

results to suffer. Further, acts of war, armed conflict, terrorism, and other geopolitical unrest, such as the

conflicts in the Middle East, and Ukraine and tensions between China and Taiwan, could cause

disruptions in our business, the businesses of our partners or customers, or the economy as a whole.

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Moreover, the risks associated with AI technology are still unknown and advances in AI could pose risks,

including, but not limited to, cyberattacks, terrorism, disruption to labor markets, criminal misuse,

autonomous warfare, and catastrophic accidents.

In the event of a natural disaster, including, but not limited to, a major earthquake, blizzard, or hurricane,

or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure, we may be

unable to continue our operations and may endure system interruptions, reputational harm, delays in

development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical

data, all of which could have an adverse effect on our future operating results. Climate change could

result in an increase in the frequency or severity of such natural disasters. Moreover, any of our office

locations may be vulnerable to the adverse effects of climate change. For example, our corporate offices

are located in California, a state that frequently experiences earthquakes, wildfires, and resultant air

quality impacts and power shutoffs associated with wildfire prevention, heatwaves, and droughts. These

events can, in turn, have impacts on inflation risk, food security, water security, and on our employees’

health and well-being. Additionally, all the aforementioned risks will be further increased if we do not

implement an effective disaster recovery plan or our partners’ or customers’ disaster recovery plans prove

to be inadequate.

We are an “emerging growth company” and the reduced reporting requirements applicable to

emerging growth companies could make our Class A common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an

emerging growth company, we may take advantage of exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies, including (i) not

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, (ii) reduced disclosure obligations regarding executive compensation in this prospectus and our

periodic reports and proxy statements, and (iii) exemptions from the requirements of holding nonbinding

advisory stockholder votes on executive compensation and stockholder approval of any golden parachute

payments not previously approved. In addition, as an emerging growth company, we are only required to

provide two years of audited financial statements in this prospectus.

We could be an emerging growth company for up to five years following the completion of this offering,

although circumstances could cause us to lose that status earlier, including if we are deemed to be a

“large accelerated filer,” which occurs when the market value of our common stock that is held by non-

affiliates equals or exceeds $700.0 million as of the prior June 30, or if we have total annual gross

revenue of $1.235 billion or more during any fiscal year before that time, in which cases we would no

longer be an emerging growth company as of the following December 31, or if we issue more than $1.0

billion in non-convertible debt during any three-year period before that time, in which case we would no

longer be an emerging growth company immediately.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting

standards until such time as those standards apply to private companies. We have elected to take

advantage of the benefits of this extended transition period. Our financial statements may therefore not

be comparable to those of companies that comply with such new or revised accounting standards. Until

the date that we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of

the exemption provided by Section 7(a)(2)(B) of the Securities Act, upon issuance of a new or revised

accounting standard that applies to our financial statements and that has a different effective date for

public and private companies, we will disclose the date on which adoption is required for non-emerging

growth companies and the date on which we will adopt the recently issued accounting standard.

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Provisions in our charter documents and under Delaware law could make an acquisition of us,

which may be beneficial to our stockholders, more difficult and may limit attempts by our

stockholders to replace or remove our current management.

Provisions in our restated certificate of incorporation and restated bylaws that will be in effect immediately

prior to the completion of this offering may have the effect of delaying or preventing a merger, acquisition,

or other change of control of the company that the stockholders may consider favorable. In addition,

because our Board of Directors is responsible for appointing the members of our management team,

these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our

current management by making it more difficult for stockholders to replace members of our Board of

Directors. Among other things, our restated certificate of incorporation and restated bylaws that will be in

effect immediately prior to the completion of this offering include provisions that:

•from and after the Trigger Date (as defined below), subject to the special rights of the holders of

any preferred stock then-outstanding, provide that our Board of Directors is classified into three

classes of directors with staggered three-year terms;

•permit our Board of Directors to establish the number of directors and fill any vacancies and

newly created directorships, provided that prior to the Trigger Date, vacancies and newly created

directorships may be filled by our stockholders with the approval of a majority of the voting power

of all of the then-outstanding shares of our capital stock;

•from and after the Trigger Date, require supermajority voting to amend some provisions in our

restated certificate of incorporation and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our Board of Directors could use to

implement a stockholder rights plan;

•from and after the Trigger Date, provide that only the chairperson of our Board of Directors, our

chief executive officer, the lead independent director, or a majority of our Board of Directors will

be authorized to call a special meeting of stockholders;

•from and after the Trigger Date, eliminate the ability of our stockholders to call special meetings

of stockholders;

•do not provide for cumulative voting;

•from and after the Trigger Date, subject to the special rights of the holders of any preferred stock

then-outstanding, provide that directors may only be removed “for cause” and only by the

affirmative vote of the holders of at least two-thirds of the voting power of all of the then-

outstanding shares of our capital stock;

•provide for a multi class common stock structure in which holders of our Class B common stock

may have the ability to control the outcome of matters requiring stockholder approval, even if they

own significantly less than a majority of the outstanding shares of our common stock, including

the election of directors and other significant corporate transactions, such as a merger or other

sale of our company or its assets;

•from and after the Trigger Date, subject to the rights of the holders of any preferred stock then-

outstanding, prohibit stockholder action by written consent, which requires all stockholder actions

to be taken at a meeting of our stockholders;

•provide that our Board of Directors is expressly authorized to adopt, amend, or repeal our

restated bylaws; and

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•establish advance notice requirements for nominations for election to our Board of Directors or for

proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the Delaware General Corporation Law (“DGCL”), may discourage, delay, or

prevent a change in control of our company. Section 203 imposes certain restrictions on mergers,

business combinations, and other transactions between us and holders of 15% or more of our common

stock.

Our restated bylaws contain exclusive forum provisions for certain claims, which may limit our

stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors,

officers, or employees.

Our restated bylaws that will be in effect immediately prior to the completion of this offering will provide

that the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the

exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a

breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our

restated certificate of incorporation, or our restated bylaws, any action to interpret, apply, enforce or

determine the validity of our restated certificate of incorporation, or our restated bylaws, any action

asserting a claim against us that is governed by the internal affairs doctrine or any action asserting an

internal corporate claim (as defined in the DGCL).

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for U.S. federal and state courts

over all claims brought to enforce any duty or liability created by the Securities Act or the rules and

regulations thereunder. Our restated bylaws provide that the federal district courts of the United States

will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a

cause of action arising under the Securities Act (the “Federal Forum Provision”). Our decision to adopt a

Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that

such provisions are facially valid under Delaware law. While there can be no assurance that U.S. federal

or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum

Provision should be enforced in a particular case, application of the Federal Forum Provision means that

suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be

brought in U.S. federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce

any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly,

actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and

regulations thereunder must be brought in U.S. federal court.

Our stockholders will not be deemed to have waived our compliance with the federal securities laws and

the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities

shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal

Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of

their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits

against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of

forum provision contained in our restated bylaws to be inapplicable or unenforceable in an action, we may

incur additional costs associated with resolving such action in other jurisdictions, which could harm our

business, operating results, and financial condition.

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Special Note Regarding Forward-

Looking Statements

This prospectus contains forward-looking statements about us and our industry that involve substantial

risks and uncertainties. All statements contained in this prospectus other than statements of historical

fact, including statements regarding our future operating results and financial condition, our business

strategy and plans, market growth, and our objectives for future operations, are forward-looking

statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,”

“could,” “would,” “project,” “target,” “plan,” “expect,” “aspire,” and similar expressions are intended to

identify forward-looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of

revenue, gross profit or gross margin, operating expenses, including changes in operating

expenses, and our ability to achieve and maintain profitability;

•our business plan and our ability to effectively manage our growth;

•our total market opportunity;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we

operate;

•adoption of our platform;

•the impacts of AI on our business;

•beliefs and objectives for future operations;

•our ability to attract new customers and successfully retain, and increase adoption of our platform

and offerings by, existing customers;

•our ability to develop and introduce new products and bring them to market in a timely manner;

•our expectations concerning relationships with third parties;

•our ability to maintain, protect, and enhance our intellectual property rights;

•our ability to expand internationally;

•the effects of increased competition in our markets and our ability to compete effectively;

•our ability to identify, recruit, hire, and retain skilled personnel, including key members of senior

management;

•future acquisitions or investments in complementary companies, products, technologies, or

services;

•our ability to stay in compliance with laws and regulations that currently apply, or may become

applicable to, our business both in the United States and internationally;

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•our ability to maintain the security and availability of our platform and protect against data

breaches and other security incidents;

•economic and industry trends, projected growth, or trend analysis;

•general economic conditions in the United States and globally, including the effects of changes in

tariffs or trade restrictions, global geopolitical conflicts, inflation, interest rates, any instability in

the global banking sector, and foreign currency exchange rates;

•our ability to operate and grow our business in light of macroeconomic uncertainty;

•increased expenses associated with being a public company;

•our intended use of the proceeds from this offering; and

•other statements regarding our future operations, financial condition, and prospects and business

strategies.

We have based these forward-looking statements largely on our current expectations and projections

about future events and trends that we believe may affect our financial condition, operating results,

business strategy, and short-term and long-term business operations and objectives. These forward-

looking statements are subject to a number of risks, uncertainties, and assumptions, including those

described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a

very competitive and rapidly changing environment, and new risks emerge from time to time. It is not

possible for our management to predict all risks, nor can we assess the impact of all factors on our

business or the extent to which any factor, or combination of factors, may cause actual results to differ

materially from those contained in any forward-looking statements we may make. In light of these risks,

uncertainties, and assumptions, the forward-looking events and circumstances discussed in this

prospectus may not occur, and actual results could differ materially and adversely from those anticipated

or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and

circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake

no obligation to update any of these forward-looking statements for any reason after the date of this

prospectus or to conform these statements to actual results or to changes in our expectations, except as

required by law. These forward-looking statements do not reflect the potential impact of any future

acquisitions, mergers, dispositions, joint ventures, or investments.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the

relevant subject. These statements are based on information available to us as of the date of this

prospectus. While we believe such information provides a reasonable basis for these statements, such

information may be limited or incomplete. Such statements should not be read to indicate that we have

conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These

statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed

with the SEC as exhibits to the registration statement of which this prospectus is a part with the

understanding that our actual future results, performance, and events and circumstances may be

materially different from what we expect.

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Industry and Market Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the

markets in which we operate, including our general expectations, market position, market opportunity, and

market size, is based on information from various sources, including our own estimates, as well as

assumptions that we have made that are based on such data and other similar sources and on our

knowledge of the markets for our platform and offerings. This information involves important assumptions

and limitations, and you are cautioned not to give undue weight to such estimates. Although we are

responsible for all of the disclosure contained in this prospectus and we believe the third-party market

position, market opportunity, and market size data included in this prospectus are reliable, we have not

independently verified the accuracy or completeness of this third-party data. In addition, projections,

assumptions, and estimates of our future performance and the future performance of the industry in which

we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors,

including those described in the sections titled “Risk Factors” and “Special Note Regarding Forward-

Looking Statements,” as well as elsewhere in this prospectus. These and other factors could cause

results to differ materially from those expressed in the estimates made by the independent parties and by

us.

This prospectus contains statistical data, estimates, and forecasts that are based on publications or

reports generated by third parties, including reports prepared by Forrester Research, Inc. (“Forrester”)

and IDC, which we commissioned, or other publicly available information, as well as other information

based on our internal sources.

The sources of certain statistical data, estimates, and forecasts contained in this prospectus are provided

below:

•Forrester Consulting, The Total Economic Impact™ of Figma and FigJam, Cost Savings and

Business Benefits Enabled by Figma and FigJam, November 2023 (Figma commissioned).

•Gartner Press Release, “Gartner Forecasts Worldwide IT Spending to Grow 9.8% in 2025,”

January 21, 2025.*

•IDC Executive Spotlight sponsored by Figma, “Global Workforce Engaged in Software Design

Expands to 144 Million by 2029,” DOC#US53309325, May 2025 (Figma commissioned).

•IDC, 1 Billion New Logical Applications: More Background, April 2024.

_______________________________________________________

*The Gartner, Inc. (“Gartner”) content described herein (the “Gartner Content”) represents research opinion or viewpoints

published, as part of a syndicated subscription service, by Gartner, and is not a representation of fact. The Gartner Content

speaks as of its original publication date (and not as of the date of this prospectus), and the opinions expressed in the Gartner

Content are subject to change without notice. GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its

affiliates in the United States and internationally and is used herein with permission. All rights reserved.

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Use of Proceeds

We estimate that the net proceeds from the sale 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, and after deducting estimated underwriting discounts and

commissions and estimated offering expenses, will be approximately $        (or approximately $        if the

underwriters’ over-allotment option is exercised in full). We will not receive any proceeds from the sale of

Class A common stock by the selling stockholders.

A $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 net proceeds to us from this offering by approximately $     million, assuming the number

of shares of our Class A common stock offered by us remains the same and after deducting 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

would increase (decrease) the net proceeds from this offering by approximately $      million, assuming

that the assumed initial public offering price of $      , which is the midpoint of the offering price range 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.

The principal purposes of this offering are to create a public market for our Class A common stock,

increase our visibility in the marketplace, increase our capitalization and financial flexibility, and facilitate

an orderly distribution of shares for the selling stockholders. We intend to use a portion of the net

proceeds we receive from this offering to repay $     million of outstanding indebtedness under the

Revolving Credit Facility, which we intend to borrow in order to pay our anticipated tax withholding and

remittance obligations related to the RSU Net Settlement. The Revolving Credit Facility matures on June

27, 2030 and interest on our outstanding balance under the Revolving Credit Facility accrues at a rate per

annum equal to, at our option, either (i) a base rate determined by reference to the highest of (x) the

prime rate, (y) the federal funds effective rate plus 0.50% and (z) the one month term Secured Overnight

Financing Rate (“SOFR”) plus 1.00% or (ii) term SOFR plus 1.00%. Assuming (i) the fair market value of

our common stock at the time of settlement will be equal to the assumed initial public offering price per

share of $          , which is the midpoint of the offering price range set forth on the cover page of this

prospectus, and (ii) an assumed           % tax withholding rate, we estimate that these tax withholding and

remittance obligations on the RSU Net Settlement will be $           million in the aggregate. A $1.00

increase (decrease) in the assumed initial public offering price of $       per share, which is the midpoint

offering price range set forth on the cover page of this prospectus, assuming no change to the applicable

tax rate, would increase (decrease) the amount we would be required to pay to satisfy these tax

withholding and remittance obligations by approximately $          million. We intend to use the remaining

net proceeds, if any, from this offering for working capital and other general corporate purposes, which

may include product development, general and administrative matters, and capital expenditures. We may

also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions, or

businesses that complement our business. However, we do not have agreements or commitments for any

material acquisitions or investments at this time.

We will have broad discretion over the uses of the net proceeds of this offering. We cannot specify with

certainty all of the particular uses for the remaining net proceeds to us from this offering. Pending their

use as described above, we intend to invest a portion of net proceeds from this offering in one or more

capital-preservation investments, which may include short-term, investment-grade interest-bearing

securities, such as money market funds, certificates of deposit, commercial paper, and guaranteed

obligations of the U.S. government.

98

Dividend Policy

We currently intend to retain all available funds and any future earnings for use in the operation of our

business and do not have current plans to pay any dividends on our capital stock in the foreseeable

future. In addition, our ability to pay dividends is restricted by the terms of our Revolving Credit Facility, as

described further in “Management’s Discussion and Analysis of Financial Condition and Results of

Operations,” and may be restricted by any agreements we may enter into in the future.

Any future determination to declare dividends will be made at the discretion of our Board of Directors and

will depend, among other things, on our financial condition, operating results, capital requirements,

general business conditions, restrictions in any debt instruments, and other factors that our Board of

Directors may deem relevant.

99

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 Facilityto 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.

100

	As of March 31, 2025
	Actual	Pro Forma	Pro Forma as Adjusted(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

101

(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.

The number of shares of our Class A common stock, Class B common stock, and Class C common stock

that will be outstanding after this offering is based onshares of our Class A common stock

outstanding,shares of our Class B common stock outstanding, and no shares of our Class C

common stock outstanding as of March 31, 2025 (after giving effect to the Capital Stock Conversion, the

Class B Conversion, the Option Exercise, and the RSU Net Settlement), and excludes:

•23,057,048 shares of our Class A common stock issuable upon the exercise of stock options to

purchase shares of our Class A common stock outstanding as of March 31, 2025 under our 2012

Plan, with a weighted-average exercise price of $9.77 per share;

•46,166,511 shares of our Class A common stock issuable upon the vesting and settlement of

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));

•          shares of our Class A common stock issuable upon the vesting and settlement of RSUs

granted after March 31, 2025 under the 2012 Plan;

•15,750,000 shares of our Class B common stock issuable upon the vesting and settlement of

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 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));

•28,960,338 shares of our Class B common stock issuable upon the vesting and settlement of

RSUs granted on June 30, 2025 under the 2021 Plan for which the service-based vesting

conditions and/or stock price-based vesting conditions, as applicable, are not anticipated to be

satisfied at the expected date of this offering;

102

•260,580 shares of our Class A common stock issuable upon the exercise of a warrant to

purchase shares of our Class A common stock outstanding as of March 31, 2025, with an

exercise price of $0.08 per share;

•699,705 shares of our Class A common stock issued after March 31, 2025 in connection with the

acquisition of a technology company that is a self-hosted headless content management system

and application framework; and

•85,053,649 shares of our common stock reserved for future issuance under our equity

compensation plans, consisting of (i) 14,451,482 shares of our Class A common stock available

for future issuance under our 2012 Plan as of March 31, 2025 (which amount does not reflect

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

under our 2012 Plan and shares of Class B common stock available for issuance under our 2021 Plan will

be added to the shares of our Class A common stock reserved for issuance under our 2025 Plan (and will

solely be available for grant as shares of Class A common stock), and we will cease granting awards

under our 2012 Plan and our 2021 Plan. Our 2025 Plan and 2025 ESPP also provide for automatic

annual increases in the number of shares reserved thereunder. See the section titled “Executive

Compensation—Stock Plans” for additional information.

103

Dilution

If you invest in our Class A common stock in this offering, your ownership interest will be immediately

diluted to the extent of the difference between the initial public offering price per share of our Class A

common stock and the pro forma as adjusted net tangible book value per share of our Class A common

stock immediately after this offering.

As of March 31, 2025, our pro forma net tangible book value was $      million, or $      per share of our

common stock. Our pro forma net tangible book value per share represents the amount of our total

tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of

our common stock outstanding as of March 31, 2025, after 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, which is the midpoint

of the offering price range set forth on the cover page of this prospectus, 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 (xi) 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.

After giving effect to (i) 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 (ii) the use of proceeds to repay

our outstanding $     million of indebtedness under the Revolving Credit Facility, our pro forma as adjusted

net tangible book value as of March 31, 2025 would have been $      million, or $     per share. This

represents an immediate increase in pro forma net tangible book value of $     per share to our existing

stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $     per share

to investors purchasing shares of our Class A common stock in this offering at the assumed initial public

offering price.

104

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share...................................................	$
Pro forma net tangible book value per share as of March 31, 2025 before giving effect to this offering................................................................................
Increase in pro forma net tangible book value per share attributable to new investors purchasing Class A common stock in this offering...............
Pro forma as adjusted net tangible book value per share immediately after this offering...........................................................................................................
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering......................................................................................	$

The dilution information discussed above is illustrative only and will change based on, among other

things, the actual initial 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. A $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 net tangible book value per share after this offering by $      per share and would

increase (decrease) the dilution per share to new investors in this offering by $     per share, assuming the

number of shares of our Class A common stock offered, 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 of 1.0 million shares in the number of

shares of our Class A common stock offered would increase the pro forma as adjusted net tangible book

value per share after this offering by $      per share and decrease the dilution to new investors by

$      per share, and each decrease of 1.0 million shares in the number of shares of our Class A common

stock offered would decrease the pro forma as adjusted net tangible book value per share after this

offering by $      per share and increase the dilution to new investors by $      per share, in each case

assuming the assumed initial public offering price, which is the midpoint of the offering price range 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.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book

value per share of our Class A common stock after giving effect to this offering would be $     per share,

and the dilution in pro forma as adjusted net tangible book value per share to investors in this offering

would be $     per share.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2025, after giving

effect to the pro forma adjustments described above, the difference between existing stockholders and

new investors purchasing shares of our Class A common stock in this offering with respect to the number

of shares purchased from us, the total consideration paid to us, and the average price per share paid by

our existing stockholders or to be paid by investors purchasing shares 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

105

cover page of this prospectus, before deducting the estimated underwriting discounts and commissions

and estimated offering expenses:

	Shares Purchased		Total Consideration		Average Price Per Share
	Number	Percent	Amount	Percent
Existing stockholders............		%		%	$
New public investors.............
Total........................................		100%		100%

Sales by the selling stockholders in this offering will cause the number of shares held by existing

stockholders before this offering to be reduced to               shares, or               % of the total number of

shares of our Class A common stock outstanding immediately after the completion of this offering, and

will increase the number of shares held by new investors to               shares, or               % of the total

number of shares of our common stock outstanding immediately after the completion of this offering.

A $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) total consideration paid by new investors and total consideration paid by all stockholders by

approximately $           million, assuming that the number of shares offered by us and the selling

stockholders, as set forth on the cover page of this prospectus remains the same and before deducting

the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’

option to purchase additional shares. If the underwriters’ over-allotment option is exercised in full, our

existing stockholders would own           % and our new investors would own     % of the total number of

shares of our Class A common stock outstanding upon completion of this offering.

In addition, to the extent we issue any additional stock options or RSUs or any outstanding stock options

are exercised or outstanding RSUs vest and settle, or we issue any other securities or convertible debt in

the future, investors will experience further dilution.

The number of shares of our Class A common stock, Class B common stock, and Class C common stock

that will be outstanding after this offering is based on              shares of our Class A common stock

outstanding,          shares of our Class B common stock outstanding, and no shares of our Class C

common stock outstanding as of March 31, 2025 (after giving effect to the Capital Stock Conversion, the

Class B Conversion, the Option Exercise, and the RSU Net Settlement), and excludes:

•23,057,048 shares of our Class A common stock issuable upon the exercise of stock options to

purchase shares of our Class A common stock outstanding as of March 31, 2025 under our 2012

Plan, with a weighted-average exercise price of $9.77 per share;

•46,166,511 shares of our Class A common stock issuable upon the vesting and settlement of

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

106

midpoint of the offering price range set forth on the cover page of this prospectus, and an

assumed               % tax withholding rate));

•         shares of our Class A common stock issuable upon the vesting and settlement of RSUs

granted after March 31, 2025 under the 2012 Plan;

•15,750,000 shares of our Class B common stock issuable upon the vesting and settlement of

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 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 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));

•28,960,338 shares of our Class B common stock issuable upon the vesting and settlement of

RSUs granted on June 30, 2025 under the 2021 Plan for which the service-based vesting

conditions and/or stock price-based vesting conditions, as applicable, are not anticipated to be

satisfied at the expected date of this offering;

•260,580 shares of our Class A common stock issuable upon the exercise of a warrant to

purchase shares of our Class A common stock outstanding as of March 31, 2025, with an

exercise price of $0.08 per share;

•699,705 shares of our Class A common stock issued after March 31, 2025 in connection with the

acquisition of a technology company that is a self-hosted headless content management system

and application framework; and

•85,053,649 shares of our common stock reserved for future issuance under our equity

compensation plans, consisting of (i) 14,451,482 shares of our Class A common stock available

for future issuance under our 2012 Plan as of March 31, 2025 (which amount does not reflect

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

under our 2012 Plan and shares of Class B common stock available for issuance under our 2021 Plan will

be added to the shares of our Class A common stock reserved for issuance under our 2025 Plan (and will

solely be available for grant as shares of Class A common stock), and we will cease granting awards

under our 2012 Plan and our 2021 Plan. Our 2025 Plan and 2025 ESPP also provide for automatic

annual increases in the number of shares reserved thereunder. See the section titled “Executive

Compensation—Stock Plans” for additional information.

108

Management’s Discussion and

Analysis of Financial Condition

and Results Of Operations

You should read the following discussion and analysis of our financial condition and operating results

together with the section titled “Summary Consolidated Financial and Other Data,” our consolidated

financial statements, and the accompanying notes included elsewhere in this prospectus. Some of the

information contained in this discussion and analysis or set forth elsewhere in this prospectus, including

information with respect to our plans and strategy for our business and related financing, includes

forward-looking statements that involve risks, uncertainties, and assumptions. You should read the

sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a

discussion of important factors that could cause actual results to differ materially from the results

described in or implied by the forward-looking statements contained in the following discussion and

analysis.

Figma is where teams come together to turn ideas into the world’s best digital products and

experiences.

We launched Figma Design in 2015 using powerful WebGL technology to bring design into the browser

for the first time. The ability to share and access files with a URL made design more open and

collaborative, a major departure from the historically closed approach that defined design for decades,

and required multiple tools and expensive hardware to bring designs to life. Figma Design made it easier

and more efficient for designers to work alongside developers, PMs, researchers, and other participants

in the product development process.

Since then, we have added products and features to support the process of going from idea to product. In

2021, we launched our second product: FigJam, an online whiteboarding tool. We built FigJam to help

teams brainstorm together — one of the earliest stages of the design and product development process.

Then, in 2023, building on years of bringing design and code closer together, we launched Dev Mode, a

product tailored for developers, who, during the three months ended March 31, 2025, made up

approximately 30% of our monthly active users. In 2024, we introduced Figma Slides to give teams a new

tool to drive strategy and alignment along the way.

In 2025, we doubled our product portfolio with the launch of four new products: Figma Sites, Figma

Make, Figma Buzz, and Figma Draw. Figma Sites is a product that lets you design a website and

directly publish it to the web, with a URL of your choice. Figma Make is an AI-powered tool that turns a

prompt into a fully functional prototype. Figma Buzz is a product for easily creating marketing assets (like

social media assets and digital ads) at scale that are consistent with your brand or visual identity. And

Figma Draw provides a dedicated space for finer vector editing required when drawing detailed

iconography and product illustrations.

With the addition of these new products, Figma has expanded to help teams go from idea to shipped

product faster, all in one place. We believe that AI will accelerate this process even further and allow our

users to continue to push the boundaries of what is possible on our platform. In Figma, AI helps builders

of all skill levels quickly get from an idea to a working prototype with a simple prompt, create action items

out of a brainstorm with a single click, or reduce the time it takes to complete rote, repetitive tasks like

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renaming layers to seconds. We were founded to help anyone go from imagination to reality, and we

believe that AI is critical to delivering our vision.

Importantly, we have not only expanded our platform with new products but have also continuously

deepened the capabilities of each of our products. We have also added powerful features and

functionality within existing products like widgets and improved diagramming in FigJam; auto layout, multi-

edit, variables, and interactive components in Figma Design; Code Connect, MCP server, and

annotations in Dev Mode; as well as object animations and video capabilities in Figma Slides. In 2024

alone, we shipped 180 new features and updates. Our customers recognize the benefits of the

interconnectivity across our platform, with 76%of our customers using two or more products during the

three months ended March 31, 2025.

While we have maintained a rapid pace of product innovation, we have also partnered with our

community and customers to adapt and expand our products to meet their evolving needs. In Figma’s

early days, our customers could choose from one of two plans: Starter (our free plan) and Professional

(our paid plan).

As teams grew with Figma, companies started to standardize their systems and processes on our

platform. This was necessary because many of these companies were managing multiple brands and

teams across time zones. Many customers began viewing Figma as their system of record for design and

product development, and needed more features and functionality to support not only their work, but also

to adhere to security and compliance standards. Based on feedback from our customers, in 2018, we

introduced our Organization plan. Our Organization plan allows for unlimited teams, shared libraries, and

centralized admin tools. While these features were sufficient for many of our customers, others needed

more. As a result, in 2022, we launched our Enterprise plan, with features like custom team workspaces,

advanced security, and private APIs to meet the needs of our largest customers. While approximately

70%of our revenue for each of the year ended December 31, 2024 and the three months ended March

31, 2025, came from customers on Organization and Enterprise plans, we continue to build features and

products designed to create value for all of our customers.

Our platform is inherently global. The vast majority of our users have always been outside the United

States, and today we have users in over 150 countries. Customers working in Figma on University

Avenue in Palo Alto use the same product as those building the next big thing in a Bangalore coffee shop.

As Figma has grown, we have continued to invest deeply in the underlying infrastructure that keeps our

platform fast, accessible, and secure for users across the world — aligned with our efforts to make design

accessible to all. As of May 15, 2025, our product was available in English, Japanese, Spanish, Korean,

and Portuguese; we accepted five currencies; and our marketing and support channels were available in

six languages.During the three months ended March 31, 2025, approximately 85% of our monthly active

users were based outside of the United States, and 53% of our revenue came from non-U.S. markets

during the same period.

The growing global importance of design has also led us to expand Figma’s physical footprint to more

cities and countries. In 2020, we opened our first office outside the United States in London, which serves

as our Europe, Middle East, and Africa hub. In 2022, we launched two more offices in Europe, in Paris

and Berlin, and opened our first Japan and Asia-Pacific office in Tokyo. We have continued our

international expansion in the years since, opening offices in Singapore in 2023 and Australia in 2024. As

of March 31, 2025, we had nine offices in seven countries, with local staff spread across 13 countries and

five continents.

Figma also serves a wide array of industries with diverse needs and priorities. Companies across

industries, including banking, consumer-packaged goods, energy, manufacturing and software, use

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Figma. Our top ten customers on a combined basis accounted for less than 10% of our revenue for each

of the years ended December 31, 2023 and 2024.

We have also introduced specific products to meet the needs of some of our most security-conscious

customers. Based on feedback from government customers who wanted to build better products for

citizens, we embarked on a process to become FedRAMP authorized, a certification that confirms our

product meets the compliance requirements of the U.S. federal government. We received FedRAMP

authorization in early 2025. As of March 31, 2025, Figma was used by over 100 federal, regional, and

local government agencies in the United States and across the globe. In 2024, we introduced our

Governance+ add-on, which provides centralized control over organizations’ activity and data, advanced

permissioning, and enhanced data governance — answering the requests of our most security-focused

enterprises.

While individuals and organizations have begun to adopt Figma’s platform for more parts of their work, we

have offered them ways to share resources and customize workflows in ways that meet their needs. In

2019, we launched our Community resources for Figma, allowing users to build and browse templates,

plugins, and assets that extend the power of our platform. Powered by the creativity and craft of our

community, these resources broaden the scope of what is possible in Figma by helping users customize

their product experience and close gaps in their workflows. Builders and partners have developed over

250,000 Community resources, including more than 10,000 plugins and widgets that allow users to

personalize their workspaces and speed up their workflows, using Figma’s APIs, extending the power of

our platform for our users. In 2022, we also enabled our community members to monetize the content that

they created and published.

All of these efforts are in service of our approximately 450,000 Paid Customers (as defined in the section

titled “—Key Business Metrics” below) globally as of March 31, 2025. Whether they are building an

application used in a distribution and fulfillment center or designing a suite of products used by billions of

people globally, our customers rely on Figma to design and build the best product and digital

experiences.

We have continued to grow efficiently in recent years, while reaching greater scale.

•Our revenue was $749.0 million for the year ended December 31, 2024, representing 48% year-

over-year growth as compared to the year ended December 31, 2023, and our revenue was

$228.2 million for the three months ended March 31, 2025, representing 46% year-over-year

growth as compared to the three months ended March 31, 2024. Our four-year compounded

annual revenue growth rate as of December 31, 2024 was 53%.

•For the year ended December 31, 2024 and for the three months ended March 31, 2025, we

delivered an operating margin of (117)% and 17%, respectively, and a non-GAAP operating

margin of 17% and 18%, respectively. Our 2024 operating margin was impacted by our May 2024

RSU Release and 2024 Stock Option Grant, one-time events.

•We had a Net Dollar Retention Rate of 134% and 132% as of December 31, 2024 and as of

March 31, 2025, respectively.

•For the years ended December 31, 2023 and 2024, we had net income of $737.8 million and net

loss of $732.1 million, respectively, and for the three months ended March 31, 2024 and 2025, we

had net income of $13.5 million and $44.9 million, respectively. In addition to our May 2024 RSU

(1)     See (i) the section titled “—Factors Impacting our 2023 and 2024 Operating Results” regarding the Adobe termination fee, the

May 2024 RSU Release, and the 2024 Stock Option Grants, which impacted our operating results for the years ended

December 31, 2023 and 2024 and (ii) the section titled “—Non-GAAP Financial Measures” regarding our use of non-GAAP

operating margin and a reconciliation of operating margin to non-GAAP operating margin.

(2)     A customer agreement is considered active when seats are provisioned to the customer at the start of their subscription. In

cases where contracts are signed but not provisioned prior to the measurement date, the customer agreement is counted as

active if provisioning takes place no more than 15 days after the measurement date. Additionally, ARR is not adjusted for any

terminations or cancellations of customer agreements with an effective date after the measurement date, with the exception of

adjustment for invoices that have been determined to be uncollectible.

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Release and 2024 Stock Options Grant, we also received a $1.0 billion termination fee in 2023 in

connection with the Abandoned Merger with Adobe.1

We benefit from strong financial results, driven by our scalable platform and an efficient go-to-market

strategy. This has allowed us to reinvest in product innovation and ecosystem expansion. We intend to

continue investing in innovation to drive durable long-term growth.

Our Go-To-Market Motion

Figma is built for designers and builders, and flexible to the needs of teams of all sizes. Freelancers, for

example, use Figma to easily share concepts with clients and bring their ideas to life. Fortune 500

companies use Figma to help cross-functional teams align and build software more efficiently and ensure

the advanced access and controls that large organizations require.

When we first launched Figma in 2015, early adopters realized the benefit of using a highly performant,

browser-based design tool that was also easy-to-use. Adoption grew organically as designers advocated

for Figma within their organizations and others saw the natural benefits of bringing teams together into

the design process. Users started inviting their collaborators to join them in Figma, and as we began

charging for Figma in 2017, this drove conversions from free to paid plans. The power of the URL,

combined with a self-serve option for new users interested in the product, fueled adoption and community

growth.

While Figma’s product and bottoms-up adoption has historically driven much of our growth — with

community at the core — we quickly recognized that we needed a direct sales model to serve larger

customers. We hired our first sales rep in 2018, the same year we launched our Organization plan. As we

have introduced tailored plans designed to meet the needs of larger companies, we have seen increased

adoption of Figma’s platform among enterprise customers.As of March 31, 2025, we had more than 40

Paid Customers with more than $1 million of ARR. We calculate annual recurring revenue (“ARR”) as the

annualized value of our active customer agreements as of the measurement date, assuming any

agreement that expires during the next twelve months following the measurement date is renewed on

existing terms.2 ARR is not a forecast of future revenue, which can be impacted by contract start and end

dates and renewal rates.

We complement our inbound and outbound demand with a robust marketing program. Our marketing

team drives brand awareness and educates users on the benefits of Figma through community events,

marketing campaigns, owned and earned media, in-product education, and more.

March 2025 Pricing & Packaging Update

We have also evolved our pricing and packaging to meet the evolving needs of our customers, and to

serve the different users involved in designing and building products today. We started with just one

product, Figma Design. As we introduced new products, we sold them individually. Customers purchased

(3)     The Content seat was announced in May 2025 and is not yet available. Figma Sites CMS is currently in beta and seat access

may change once it becomes generally available.

(4)Figma Make, Figma Buzz, Figma Draw, and Figma Sites are currently in beta. Seat access with respect to these products may

change once they become generally available.

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additional licenses for each product that a team member wanted to use and account administrators had to

manage the type of access on an individual and product basis. As adoption continued to spread quickly

within companies, customers told us that managing licenses, account details, and other administrative

functions became increasingly time-consuming and complex.

In response to this feedback, we made our first-ever changes to our pricing and packaging of our plans in

March 2025. Instead of buying individual products, customers can now buy multi-product seats tailored to

the needs of different users, with FigJam and Figma Slides included in every paid seat:

•The Viewer seat allows users to view files and leave comments for free.

•The Collab seat gives access to FigJam and Figma Slides.

•The Content seat gives access to Figma Buzz, Figma Sites CMS, FigJam, and Figma Slides.3

•The Dev seat gives access to Dev Mode, in addition to Figma Buzz, Figma Sites CMS, FigJam,

and Figma Slides.

•The Full seat gives access to all of Figma Design, Figma Draw, Figma Make, Dev Mode, Figma

Buzz, Figma Sites, FigJam, and Figma Slides.4

We have also made additional modifications to how we sell, price, and package our products. First, we

moved away from user-driven upgrades. Prior to March 2025, seat upgrades were driven by users by

default. Administrators reviewed these new seats retroactively to provision the seats. In the new model,

any seat upgrade needs to be approved by an administrator before the license is provisioned. We also

increased the prices on our Full seat for the first time, ranging from 20-33%. Because these changes went

into effect on March 11, 2025, and will roll out as customers go through their annual or monthly renewals,

the impact to our results of operations for the three months ended March 31, 2025 wasminimal.

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In April 2025 we also introduced Connected Projects. This feature enables freelancers and agencies to

seamlessly create and co-edit files with clients using their existing Figma seats. Instead of requiring

multiple licenses for each specific domain, Figma customers who are on Connected Projects can

collaborate using their existing Figma seats.

Factors Affecting Our Performance

We believe that the continued growth and future success of our business depends on many factors. While

these factors present significant opportunities for us, they also represent the challenges that we must

successfully address to continue to drive growth and drive operating leverage.

Maintaining Our Rapid and Proven Pace of Product Innovation

Since launching our core product Figma Design in 2015, we have expanded our platform to serve more

parts of the product development process with FigJam, Dev Mode, Figma Slides, Figma Buzz, Figma

Make, Figma Sites, and Figma Draw. In 2024, we introduced a revamped user interface focused on

improving the design experience and providing a consistent foundation for new and existing products.

We’ve also introduced AI capabilities across our products and platform, including Figma Make and other

Figma AI features. And we continue to bring design and coding closer together with our Dev Mode MCP

server. With the expansion of these products and capabilities, our platform is quickly becoming the

system of record for design and product development. Our rapid pace of innovation has been a core

driver of our growth, both winning new customers and expanding adoption within our existing customers

as we meet their evolving needs. We will continue investing significantly in our platform and team so that

we can continue to deliver new products and capabilities to customers.

(5)     We define monthly active users as the number of unique users that access at least one of our products during a given month. A

Paid Customer typically includes multiple unique users. When reporting monthly active users during a quarter or other period of

time, we report the number of monthly active users during the month with the highest number ofactive users during such

period.

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Converting New and Existing Users Into Paid Customers

We believe companies of all sizes need to interact with their customers through digital products and

experiences to stay competitive. Converting new and existing users into paying customers is a key driver

of our growth strategy. We have a range of different plans for all types of users, including a free Starter

plan. We also have a free offering for students and educators. We have rapidly grown our user base and

during the three months ended March 31, 2025, we had over 13 million monthly active users5, comprised

of both free users and paying users. Our Starter plan makes it easy for anyone to quickly get started with

Figma and experience the benefits of our platform. More advanced functionality is available on our paid

plans, which are designed to meet the specific and sometimes complex needs of teams. During each of

the year ended December 31, 2024 and the three months ended March 31, 2025, approximately 70% of

new Organization and Enterprise plan customers included at least one user who was previously a

member of a Professional plan. We believe that this represents a material opportunity as more teams

standardize their software development process on Figma.

Growing Within Current Customers

Figma’s user base grew organically as more people began to participate in the design and broader

product development process. We have also been able to grow and expand within ourexisting customer

base by introducing new products that meet specific user needs and serve different parts of the product

development process. While 78% of the Forbes Global 2000 used Figma in March 2025, only 24% of the

Forbes Global 2000 spent more than $100,000 in ARR on Figma as of March 31, 2025. We believe that

this represents a material expansion opportunity as more companies expand their product usage across

our platform.

A key measure of our ability to successfully expand and grow revenue within our existing customer base

is our Net Dollar Retention Rate (as defined in the section titled “—Key Business Metrics” below). Our Net

Dollar Retention Rate of 132% as of March 31, 2025underscores the natural expansion of our platform

as well as adoption of new products with our customers. The chart below illustrates the ARR of each

cohort over the periods presented, with each cohort representing Paid Customers who made their first

purchase from us in a given fiscal year. For example, the 2020 cohort represents all Paid Customers that

purchased their first subscription from us during 2020. The compound annual growth rate of ARR for our

2020 cohort, 2021 cohort, and 2022 cohort from the fiscal year of the cohort through March 31, 2025 is

46%, 31%, and 22%, respectively.

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As of March 31, 2025, our Gross Retention Rate was 96%. We calculate our “Gross Retention Rate” as of

the applicable period of measurement by starting with the ARR from Paid Customers with more than

$10,000 in ARR as of twelve months prior to such period (“Prior Period ARR”). We then deduct from the

Prior Period ARR the ARR from Paid Customers with more than $10,000 in ARR who are no longer

customers as of the date of measurement, and divide that figure by the Prior Period ARR to arrive at our

Gross Retention Rate, which is the percentage of ARR from all Paid Customers with more than $10,000

in ARR as of the year prior that is not lost to customer churn. We calculate Gross Retention Rate using

ARR from Paid Customers with more than $10,000 in ARR because we believe that $10,000 in ARR is an

important threshold, as it is a strong indicator of significant paid usage of our products. Our Gross

Retention Rate reflects only customer losses and does not reflect customer expansion or contraction, so it

demonstrates that the vast majority of our customers continue to use our platform and renew their

subscriptions.

Expanding Our International Footprint

Our business has been global from the start. During the three months ended March 31, 2025,

approximately85% of our monthly active users were based outside of the United States but only 53% of

our revenue came from non-U.S. markets during the same period, which we believe represents an

opportunity for us to continue to drive growth and expansion. As of March 31, 2025, our product was

available in English, Japanese, Spanish, Korean, and Portuguese; we accept five currencies; our

marketing and support channels are available in six languages; and we had nine offices in seven

countries, with local staff spread across 13 countries and five continents. We intend to continue to invest

in our international operations to help our global customers build better products and to meet our

customers where they are as we believe it will contribute to our long-term success.

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Factors Impacting our 2023 and 2024

Operating Results

Abandoned Merger with Adobe, Inc.

On September 15, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”)

with Adobe and certain of Adobe’s wholly-owned subsidiaries.

On December 17, 2023, we mutually agreed with Adobe to terminate the Merger Agreement based on the

joint assessment that there was no clear path to obtain the required regulatory approvals for the

transaction to close (the “Abandoned Merger with Adobe”). On December 20, 2023, we received a $1.0

billion termination fee per the terms of the Merger Agreement from Adobe which was recorded within

other income, net on our consolidated statement of operations. We incurred transaction costs and other

related expenses associated with the Abandoned Merger with Adobe of $97.9 million and $18.1 million for

the years ended December 31, 2023 and 2024, respectively. The operating cash outflow associated with

these transaction costs and other related expenses was $50.8 million and $68.5 million for the years

ended December 31, 2023 and 2024, respectively. Additionally, we paid $181.0 million in federal and

state income taxes related to the transaction during the year ended December 31, 2024, which was

included in cash flows used in operating activities in our consolidated financial statements included

elsewhere in this prospectus.

May 2024 Restricted Stock Unit Release and 2024 Stock Option

Grants

Following the Abandoned Merger with Adobe, we wanted to provide existing equity holders, including

holders of RSUs, the opportunity to sell a portion of their eligible equity holdings in a tender offer (the

“2024 Tender Offer”). In order to allow holders of RSUs to participate, in May 2024, we modified certain

RSUs for which the service-based condition was satisfied to remove the performance-based vesting

condition (the “May 2024 RSU Release”), resulting in the recognition of stock-based compensation

expense, net of amounts capitalized, of $801.2 million during the year ended December 31, 2024.

On August 22, 2024, we also granted stock options to purchase shares of our common stock to eligible

employees in connection with our 2024 Tender Offer (the “2024 Stock Option Grants”). These stock

options were fully vested at grant and therefore the related stock-based compensation expense, net of

amounts capitalized, of $88.1 million was recognized during the year ended December 31, 2024.

Our operating expenses increased significantly during the year ended December 31, 2024 as compared

to 2023 as a result of the May 2024 RSU Release and 2024 Stock Option Grants. Refer to Note 10to our

consolidated financial statements included elsewhere in this prospectus for additional information.

(6)     A customer account is considered active when seats are provisioned to the customer at the start of their subscription. In cases

where contracts are signed but not provisioned as of the last date of the applicable period of measurement, the customer

account is counted as active if provisioning takes place no more than 15 days after the last day of the applicable period of

measurement.

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Key Business Metrics

We review a number of operating and financial metrics, including the following key metrics to evaluate our

business, measure our performance, identify trends affecting our business, formulate business plans, and

make strategic decisions. The calculation of the key metrics discussed below may differ from other

similarly titled metrics used by other companies, securities analysts, or investors.

	As of December 31,		As of March 31,
	2023	2024	2024	2025
Paid Customers with more than $10,000 in ARR.................................................................	7,233	10,517	8,007	11,107
Paid Customers with more than $100,000 in ARR............................................................	630	963	701	1,031
Net Dollar Retention Rate...............................	122%	134%	125%	132%

We define a Paid Customer as a customer account that is billed separately for which we have an active

paid subscription as of the last day of the applicable period of measurement.6 A single organization with

multiple divisions, segments, subsidiaries, or subscribing teams that are each billed separately are

counted as multiple Paid Customers. Our ability to continue to attract and retain new Paid Customers is

important to the success of our business and we had approximately 450,000Paid Customers globally as

of March 31, 2025.

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Paid Customers with more than $10,000 in ARR

We believe that the number of Paid Customers with more than $10,000 in ARR on our platform is an

important indication of the value that our products deliver. We define a Paid Customer with more than

$10,000 in ARR as a Paid Customer with a total of $10,000 or more of ARR as of the last day of the

applicable period of measurement. We believe that $10,000 in ARR is an important threshold, as it is a

strong indicator of significant paid usage of our products. As of each of December 31, 2024 and

March 31, 2025, Paid Customers with more than $10,000 in ARR represented 64% of our ARR.

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Paid Customers with more than $100,000 in ARR

We believe that the number of Paid Customers with $100,000 or more in ARR on our platform is

indicative of our ability to scale our platform with our customers as well as our ability to support larger

organizations. We define a Paid Customer with more than $100,000 in ARR as a Paid Customer with

$100,000 or more of ARR as of the last day of the applicable period of measurement. As of December 31,

2024 and March 31, 2025, Paid Customers with more than $100,000 in ARR represented 37% of our

ARR.

Net Dollar Retention Rate

We believe that Net Dollar Retention Rate is an important metric as it measures our ability to both retain

our existing customers and grow within our customer base. We calculate Net Dollar Retention Rate as of

the applicable period of measurement by starting with the ARR as of the date of measurement from all

Paid Customers with more than $10,000 in ARR that were also Paid Customers with more than $10,000

in ARR as of twelve months prior to such date of measurement (“Current Period ARR”). We then calculate

the ARR for those same customers as of twelve months prior to the date of measurement (“Previous

Period ARR”). We then divide Current Period ARR by Previous Period ARR to calculate our Net Dollar

Retention Rate for the applicable period of measurement. Our Net Dollar Retention Rate was 122% and

134% as of December 31, 2023 and 2024, respectively, and 132% as of March 31, 2025. We calculate

Net Dollar Retention Rate using ARR from Paid Customers with more than $10,000 in ARR because we

believe that $10,000 in ARR is an important threshold, as it is a strong indicator of significant paid usage

of our products.

The most significant drivers of changes in our Net Dollar Retention Rate during each reporting period

have historically been a combination of seat expansion, plan upgrades, and the adoption of new products.

In 2022, our Net Dollar Retention Rate benefited from the introduction of both FigJam and our new

Enterprise plan in the three months ended March 31, 2022. After we passed the one-year anniversary of

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rolling out FigJam and the Enterprise plan, our Net Dollar Retention Rate trended down in 2023 because,

unlike the Net Dollar Retention Rate in 2022, the Net Dollar Retention Rate in 2023 reflected the impact

of FigJam and our new Enterprise plan across both 2022 and 2023. In addition, throughout 2023,

continued macroeconomic uncertainty prompted many companies to reduce overall software spending.

As a result, customers became more focused on optimizing seat utilization, which led to seat contraction

for certain of our customers. Following 2023, the level of macroeconomic uncertainty impacting our

customers subsided. In 2024, we experienced an expansion in our Net Dollar Retention Rate subsequent

to our launch of Dev Mode.

We expect our Net Dollar Retention Rate to fluctuate or decline in the future as a result of a number of

factors such as the growing level of our revenue base, the level of penetration within our customer base,

expansion of products and features, our ability to retain and expand within our customer base, and any

changes to the pricing and packaging of our plans. Contractions in customers or seats could negatively

impact our Net Dollar Retention Rate.  In addition, we expect our Net Dollar Retention Rate may decline

once we pass the one-year anniversary of the March 2025 price increase for Figma Design. Our

calculation of Net Dollar Retention Rate may differ from similarly titled metrics presented by other

companies.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the below non-GAAP financial

measures are useful in evaluating our operating performance. We use the below non-GAAP financial

information, collectively, to evaluate our ongoing operations and for internal planning and forecasting

purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to

investors because it provides consistency and comparability with past financial performance, and assists

in comparisons with other companies, some of which use similar non-GAAP financial information to

supplement their GAAP results. The non-GAAP financial information is presented for supplemental

informational purposes only, and should not be considered a substitute for financial information presented

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in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other

companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly

comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the

related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their

most directly comparable GAAP financial measures.

Non-GAAP Operating Income and Non-GAAP Operating Margin

We define non-GAAP operating income and non-GAAP operating margin as loss from operations and

operating margin, respectively, excluding stock-based compensation expense, amortization of stock-

based compensation expense included in capitalized internal use software development costs, and

amortization of acquired intangibles for acquisitions. Additionally, we exclude certain non-recurring

charges, including transaction costs and other related expenses associated with the Abandoned Merger

with Adobe, employer payroll taxes related to the May 2024 RSU Release and 2024 Tender Offer, and

2024 Tender Offer transaction costs. Non-GAAP operating margin represents non-GAAP operating

income as a percentage of revenue.

The following table reflects the reconciliation of loss from operations to non-GAAP operating income and

non-GAAP operating margin for the periods presented:

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands, except percentages)
Income (loss) from operations............................	$(73,456)	$(877,433)	$12,521	$39,749
Plus: Stock-based compensation expense(1).....	2,703	947,553	607	197
Plus: Amortization of stock-based compensation included in capitalized internal use software development costs......................	28	186	7	86
Plus: Transaction costs and other related expenses associated with the Abandoned Merger with Adobe(2)..........................................	97,853	18,064	4,781	—
Plus: Employer payroll taxes related to the May 2024 RSU Release and 2024 Tender Offer......................................................................	—	26,703	—	—
Plus: 2024 Tender Offer transaction costs(3)......	—	12,145	151	—
Non-GAAP operating income..............................	$27,128	$127,218	$18,067	$40,032
Operating margin....................................................	(15)%	(117)%	8%	17%
Non-GAAP operating margin...............................	5%	17%	12%	18%

__________________

(1)The increase in stock-based compensation expense for the year ended December 31, 2024 primarily related to the May 2024

RSU Release and 2024 Stock Option Grants. See the section titled “—Factors Impacting our 2023 and 2024 Operating Results

—May 2024 Restricted Stock Unit Release and 2024 Stock Option Grants” for further information.

(2)Transaction costs and other related expenses associated with the Abandoned Merger with Adobe include legal, accounting,

professional services fees, local business taxes and non-recurring compensation expenses related to the transaction.

(3)2024 Tender Offer transaction costs includes legal and professional services fees.

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Free Cash Flow and Adjusted Free Cash Flow

We define Free Cash Flow as GAAP net cash provided by (used in) operating activities less capital

expenditures and capitalized internal use software development costs, if any. Adjusted Free Cash Flow is

a non-GAAP financial measure that we calculate as Free Cash Flow less the termination fee received

from the Abandoned Merger with Adobe, plus transaction costs and other related expenses associated

with the Abandoned Merger with Adobe and estimated income taxes related to the Abandoned Merger

with Adobe. Adjusted Free Cash Flow Margin represents Adjusted Free Cash Flow divided by revenue.

Transaction costs and other related expenses include legal, accounting, professional services fees, local

business taxes and non-recurring compensation expenses related to the transaction. We believe that

Free Cash Flow and Adjusted Free Cash Flow are useful indicators of liquidity that provide information to

management and investors about the amount of cash generated from our core operations that, after the

purchases of property and equipment and capitalized internal use software development costs, can be

used for strategic initiatives, including investing in our business, making strategic acquisitions, and

strengthening our balance sheet. We have adjusted our Free Cash Flow by the amount of cash received

related to the termination fee, transaction costs and other related expenses associated with the

Abandoned Merger with Adobe, and estimated income taxes attributable to the Abandoned Merger with

Adobe because we do not expect such items to occur when we are a public company and we believe that

this provides greater comparability across periods. Free Cash Flow and Adjusted Free Cash Flow have

limitations as analytical tools, and they should not be considered in isolation or as substitutes for analysis

of other GAAP financial measures, such as net cash provided by operating activities. Some of the

limitations of Free Cash Flow and Adjusted Free Cash Flow are that these metrics do not reflect our

future contractual commitments and may be calculated differently by other companies in our industry,

limiting their usefulness as comparative measures. We expect our Free Cash Flow to fluctuate in future

periods as we invest in our business to support our plans for growth. These activities, along with certain

increased operating expenses as described below, may result in a decrease in Free Cash Flow as a

percentage of revenue in future periods.

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The following table presents our cash flows for the periods presented and a reconciliation of Free Cash

Flow and Adjusted Free Cash Flow to net cash provided by (used in) operating activities, the most directly

comparable financial measure calculated in accordance with GAAP:

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands, except percentages)
Net cash provided by (used in) operating activities ................................................................	$1,047,334	$(61,717)	$(18,139)	$97,177
Less: Capital expenditures............................	(3,737)	(1,977)	(503)	(874)
Less: Capitalized internal use software development costs..........................................	(2,630)	(4,524)	(1,008)	(1,721)
Free Cash Flow....................................................	$1,040,967	$(68,218)	$(19,650)	$94,582
Less: Termination fee received from the Abandoned Merger with Adobe....................	(1,000,000)	—	—	—
Add: Transaction costs and other related expenses associated with the Abandoned Merger with Adobe(1).............	50,842	68,492	68,122	—
Add: Estimated income taxes related to the Abandoned Merger with Adobe(2)...............	—	180,987	—	—
Adjusted Free Cash Flow...................................	$91,809	$181,261	$48,472	$94,582
Net cash provided by (used in) investing activities.............................................................	$(57,336)	$(784,257)	$(336,630)	$41,251
Net cash provided by financing activities.........	$—	$62,450	$40	$339
Operating Cash Flow Margin(3)..........................	207%	(8)%	(12)%	43%
Adjusted Free Cash Flow Margin(4)...................	18%	24%	31%	41%

__________________

(1)Transaction costs and other related expenses associated with the Abandoned Merger with Adobe include legal, accounting,

professional services fees, local business taxes and non-recurring compensation expenses related to the transaction.

(2)The estimated income taxes related to the Abandoned Merger with Adobe represents our assessment of the transaction’s

impact on our 2023 federal and state income tax payments, which were included in cash provided by operating activities for the

year ended December 31, 2024.

(3)Operating Cash Flow Margin is calculated as net cash provided by (used in) operating activities divided by revenue.

(4)Adjusted Free Cash Flow Margin is a non-GAAP financial measure that is calculated as Adjusted Free Cash Flow divided by

revenue.

Key Components of Results of Operations

Revenue

We generate revenue from sales of subscriptions to our platform. Our subscription agreements generally

have monthly or annual contractual terms. Our agreements are generally non-cancelable and we typically

bill in advance. Amounts that have been billed are initially recorded as deferred revenue and revenue is

recognized ratably over the related contractual term.

Our revenue is driven primarily by the number of paying customers and the price we charge for access to

our platform, which varies based on the type of plan and products to which a customer subscribes.

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Costs That May Impact Multiple Line Items

Employee Related Costs and Overhead Allocation. Employee related costs include salaries, bonuses

and benefits, and stock-based compensation for cost of revenue and each operating expense category.

Overhead costs represent shared costs that are not specific to a functional group and are allocated based

on headcount. Such costs include costs associated with office facilities, IT-related personnel expenses,

depreciation of property and equipment, and other expenses, such as software subscription fees. As

such, allocated shared costs are reflected in cost of revenue and each operating expense category.

AI and Related Costs. As a part of our product innovation, we have made and will continue to make

significant investments to integrate AI, including generative AI, into our platform. We expect that the use

of AI technologies and our investments to integrate AI into our platform will impact our business, operating

results, and financial condition. For example, in the short-term, we expect that our AI investments and use

of AI technologies, including spend on AI inference and model training, will impact our cost of revenue,

research and development expenses, and potentially impact our sales and marketing expenses, which we

expect to negatively impact our gross margins and operating margins. Given the newness and rapid

development of these technologies, the impacts on our gross margins and operating margins, and our

business, operating results, financial condition, and future prospects over the longer term are currently

unknown.

Cost of Revenue

Cost of revenue consists primarily of technical infrastructure and hosting costs, including AI inference,

employee-related costs, including stock-based compensation, for infrastructure and product support

teams for paid users of Figma, payment processing fees, amortization of capitalized internal-use software

development costs, amortization of acquired intangible assets, and allocated overhead. Depending on the

timing of investments in our platform, including those related to our AI initiatives, we expect that our cost

of revenue will increase in absolute dollars as our business grows and will fluctuate as a percentage of

our revenue from period-to-period depending on the timing of these investments.

Gross Profit and Gross Margin

Gross profit represents revenue less cost of revenue. Gross margin is gross profit expressed as a

percentage of revenue. Our gross margin may fluctuate from period to period as our revenue fluctuates,

and as a result of the timing and amount of technical infrastructure and hosting costs, AI and related

efforts, and other investments to expand our products and geographical coverage.

Operating Expenses

Research and development. Our research and development expenses consist primarily of employee-

related costs, including stock-based compensation, technical infrastructure and hosting costs,

professional service fees, software subscription fees, and allocated overhead. We expense our research

and development costs as they are incurred, other than capitalized internal-use software development

costs. Our research and development expenses as a percentage of revenue of 100% for the year ended

December 31, 2024 was primarily driven by the May 2024 RSU Release and the 2024 Stock Option

Grants described above and we expect to incur significant research and development expenses in 2025

relating to the expected vesting and settlement of our outstanding RSUs in connection with this offering

and other expenses relating to this offering. Over time, we expect that our research and development

expenses will increase in absolute dollars relative to our research and development expenses in 2023,

which exclude the aforementioned events in 2024 and 2025, as we continue to invest in our platform.

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However, depending on the timing of our investments, including those related to our AI initiatives, we

anticipate that research and development expenses may fluctuate as a percentage of our revenue from

period-to-period.

Sales and marketing. Our sales and marketing expenses consist primarily of employee-related costs,

including stock-based compensation, expenses associated with our marketing and brand advertising

campaigns, events, such as annual user conferences, including Config, amortization of sales

commissions, professional service fees, software subscription fees, and allocated overhead. Additionally,

we classify within sales and marketing technical infrastructure and hosting costs as well as overhead

costs for our infrastructure and product support teams related to the users of our free version of Figma.

We capitalize and subsequently amortize sales commissions and related expenses, including associated

payroll taxes and 401(k) contributions, over the estimated period of benefit, which we have determined to

be four years. Our sales and marketing expenses as a percentage of revenue of 63% for the year ended

December 31, 2024 was driven in part by the May 2024 RSU Release and the 2024 Stock Option Grants

described above and we expect to incur significant sales and marketing expenses in 2025 relating to the

expected vesting and settlement of our outstanding RSUs in connection with this offering and other

expenses relating to this offering. Over time, we expect that our sales and marketing expenses will

increase in absolute dollars relative to our sales and marketing expenses in 2023, which exclude the

aforementioned events in 2024 and 2025, as our business grows and we continue to scale our go-to-

market organization. However, depending on the timing of our investments, including those related to our

AI initiatives, we anticipate that sales and marketing expenses will fluctuate as a percentage of revenue

from period-to-period.

General and administrative. Our general and administrative expenses consist primarily of employee-

related costs, including stock-based compensation, for our legal, finance, human resources, and other

administrative teams, as well as certain executives. In addition, general and administrative expenses

include general business expenses, professional service fees, software subscription fees, and allocated

overhead. Following the closing of this offering, we expect to incur additional expenses as a result of

operating as a public company, including costs to comply with the rules and regulations applicable to

companies listed on a national securities exchange, costs related to compliance and reporting obligations,

and increased expenses for insurance, investor relations, and professional services. Our general and

administrative expenses as a percentage of revenue of 42% for the year ended December 31, 2024 was

primarily driven by the May 2024 RSU Release and the 2024 Stock Option Grants described above and

we expect to incur significant general and administrative expenses in 2025 relating to the expected

vesting and settlement of our outstanding RSUs in connection with this offering and other expenses

relating to this offering. Over time, we expect that our general and administrative expenses will increase in

absolute dollars relative to our general and administrative expenses in 2023, which exclude the

aforementioned events in 2024 and 2025, as our business grows. However, we anticipate that general

and administrative expenses will decrease as a percentage of revenue over time, although these

expenses may fluctuate as a percentage of our revenue from period-to-period depending on the timing of

these expenses.

Other Income (Loss), Net

Other income (loss), net consists primarily of interest income earned on our cash, cash equivalents, and

marketable securities, unrealized and realized gains or losses on equity securities, which includes our

investments in a Bitcoin exchange traded fund and strategic investments, gains or losses on foreign

currency exchange, and miscellaneous other expenses. Additionally, other income (loss) includes a $1.0

billion termination fee received due to the Abandoned Merger with Adobe for the year ended December

31, 2023.

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Provision for (Benefit From) Income Taxes

Provision for (benefit from) income taxes consists of U.S. federal and state income taxes and income

taxes in certain foreign jurisdictions in which we conduct business and the income taxes related to the

termination fee received due to the Abandoned Merger with Adobe. We maintain a full valuation

allowance on our federal and state deferred tax assets as we have concluded that it is not more likely

than not that the deferred tax assets will be realized.

Results of Operations

The following tables set forth our consolidated statement of operations data for the periods indicated:

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands)
Revenue.............................................................	$504,874	$749,011	$156,229	$228,199
Cost of revenue(1)........................................	44,500	87,514	12,790	19,452
Gross profit........................................................	460,374	661,497	143,439	208,747
Operating expenses(1):
Research and development.......................	164,774	751,120	52,711	69,925
Sales and marketing...................................	201,377	472,076	55,334	68,840
General and administrative........................	167,679	315,734	22,873	30,233
Total operating expenses................................	533,830	1,538,930	130,918	168,998
Income (loss) from operations........................	(73,456)	(877,433)	12,521	39,749
Other income, net(2)..........................................	1,019,375	84,362	17,185	7,274
Income (loss) before income taxes...............	945,919	(793,071)	29,706	47,023
Provision for (benefit from) income taxes.....	208,078	(60,951)	16,181	2,141
Net income (loss).............................................	$737,841	$(732,120)	$13,525	$44,882

__________________

(1)Includes stock-based compensation, net of amounts capitalized, as follows:

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands)
Cost of revenue.........................................	$37	$27,893	$1	$—
Research and development....................	1,890	511,259	543	197
Sales and marketing.................................	253	206,830	11	—
General and administrative......................	523	201,571	52	—

(2)Includes the $1.0 billion termination fee received in 2023 from the Abandoned Merger with Adobe.

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The following tables set forth our consolidated statement of operations data expressed as a percentage of

revenue for the periods indicated:

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(As a % of revenue(1))
Revenue.............................................................	100%	100%	100%	100%
Cost of revenue ..........................................	9	12	8	9
Gross profit........................................................	91	88	92	91
Operating expenses:
Research and development.......................	33	100	34	31
Sales and marketing...................................	40	63	35	30
General and administrative........................	33	42	15	13
Total operating expenses................................	106	205	84	74
Income (loss) from operations........................	(15)	(117)	8	17
Other income, net.............................................	202	11	11	3
Income (loss) before income taxes...............	187	(106)	19	21
Provision for (benefit from) income taxes.....	41	(8)	10	1
Net income (loss).............................................	146%	(98)%	9%	20%

__________________

(1)Percentages may not foot due to rounding.

Comparison of the Three Months Ended

March 31, 2024 and 2025

Revenue and Cost of Revenue

	Three Months Ended March 31,
	2024	2025	$ Change	% Change
	(In thousands, except percentages)
Revenue.............................................................	$156,229	$228,199	$71,970	46%
Cost of revenue ...............................................	12,790	19,452	6,662	52%
Gross profit........................................................	$143,439	$208,747	$65,308	46%

Revenue increased by $72.0 million, or 46%, for the three months ended March 31, 2025 compared to

the three months ended March 31, 2024. The increase in revenue was primarily due to expansion within

our existing Paid Customers, as reflected by our Net Dollar Retention Rate of 132% as of March 31,

2025, compared to 125% as of March 31, 2024, and the addition of new Paid Customers, as our number

of Paid Customers with more than $10,000 in ARR and Paid Customers with more than $100,000 in ARR

increased by 39% and 47%, respectively, as of March 31, 2025 compared to the prior year.

Cost of revenue increased by $6.7 million, or 52%, for the three months ended March 31, 2025 compared

to the three months ended March 31, 2024. The increase was primarily due to $3.5 million of higher

technical infrastructure and hosting costs due to increased usage of our platform as well as AI related

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costs for paid users, $2.3 million of higher employee-related costs driven by an increase in headcount and

the implementation of a company-wide annual bonus program, and $1.5 million in higher payment

processing fees.

Research and Development

	Three Months Ended March 31,
	2024	2025	$ Change	% Change
	(In thousands, except percentages)
Research and development............................	$52,711	$69,925	$17,214	33%

Research and development expenses increased by $17.2 million, or 33%, for the three months ended

March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to

$12.0 million of higher employee-related costs driven by an increase in headcount and the

implementation of a company-wide annual bonus program, a $2.6 million increase in technical

infrastructure and hosting costs, primarily driven by AI related costs as we improve and extend our

product offerings and develop new technologies, and $1.7 million of higher software subscription fees.

Sales and Marketing

	Three Months Ended March 31,
	2024	2025	$ Change	% Change
	(In thousands, except percentages)
Sales and marketing........................................	$55,334	$68,840	$13,506	24%

Sales and marketing expenses increased by $13.5 million, or 24%, for the three months ended March 31,

2025 compared to the three months ended March 31, 2024. The increase was primarily due to $6.0

million of higher employee-related costs driven by an increase in headcount and the implementation of a

company-wide annual bonus program, $2.1 million of higher technical infrastructure and hosting costs for

users of our free version of Figma due to continuing growth in our user base, and $1.8 million of higher

spend related to marketing events and advertising expenses.

General and Administrative

	Three Months Ended March 31,
	2024	2025	$ Change	% Change
	(In thousands, except percentages)
General and administrative.............................	$22,873	$30,233	$7,360	32%

General and administrative expenses increased by $7.4 million, or 32%, for the three months ended

March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to

$3.9 million of higher professional service fees and $2.9 million of higher employee-related costs, driven

by an increase in headcount and the implementation of a company-wide annual bonus program.

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Other Income, Net

	Three Months Ended March 31,
	2024	2025	$ Change	% Change
	(In thousands, except percentages)
Other income, net.............................................	$17,185	$7,274	$(9,911)	(58)%

Other income, net decreased by $9.9 million, or 58%, for the three months ended March 31, 2025

compared to the three months ended March 31, 2024. The decrease was primarily due to an $8.6 million

decrease in net unrealized gains related to changes in the fair value of equity securities, which includes

the Company’s investment in a Bitcoin exchange traded fund and a $2.3 million decrease in interest

income.

Provision for Income Taxes

	Three Months Ended March 31,
	2024	2025	$ Change	% Change
	(In thousands, except percentages)
Provision for income taxes..............................	$16,181	$2,141	$(14,040)	(87)%

The provision for income taxes decreased by $14.0 million, or 87%, for the three months ended March 31,

2025 compared to the three months ended March 31, 2024. The decrease was primarily due to the

availability of additional income tax deductions in the United States for the three months ended March 31,

2025, related to NOL carryforwards.

Comparison of the Years Ended December

31, 2023 and 2024

Revenue and Cost of Revenue

	Year Ended December 31,
	2023	2024	$ Change	% Change
	(In thousands, except percentages)
Revenue.............................................................	$504,874	$749,011	$244,137	48%
Cost of revenue ...............................................	44,500	87,514	43,014	97
Gross profit........................................................	$460,374	$661,497	$201,123	44

Revenue increased by $244.1 million, or 48%, for the year ended December 31, 2024 compared to the

year ended December 31, 2023. The increase in revenue was primarily due to expansion within our

existing Paid Customers, as reflected by our Net Dollar Retention Rate of 134% as of December 31,

2024, compared to 122% as of December 31, 2023, and the addition of new Paid Customers, as our

number of Paid Customers with more than $10,000 in ARR and Paid Customers with more than $100,000

in ARR increased by 45% and 53%, respectively, as of December 31, 2024 compared to the prior year.

Cost of revenue increased by $43.0 million, or 97%, for the year ended December 31, 2024 compared to

the year ended December 31, 2023. The increase was primarily due to $31.5 million of higher employee-

130

related costs driven by a $27.9 million increase in stock-based compensation expense related to the May

2024 RSU Release and 2024 Stock Option Grants. The increase was also due to $6.5 million of higher

technical infrastructure and hosting costs as the usage of our platform increased and $4.8 million in

higher payment processing fees.

Research and Development

	Year Ended December 31,
	2023	2024	$ Change	% Change
	(In thousands, except percentages)
Research and development............................	$164,774	$751,120	$586,346	356%

Research and development expenses increased by $586.3 million, or 356%, for the year ended

December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to

$578.0 million of higher employee-related costs driven by a $509.4 million increase in stock-based

compensation expenses related to the May 2024 RSU Release and 2024 Stock Option Grants. The

increase was also due to $4.6 million of higher software subscription fees and a $2.7 million increase in

technical infrastructure and hosting costs, primarily driven by AI related costs as we improve and extend

our offerings and develop new technologies.

Sales and Marketing

	Year Ended December 31,
	2023	2024	$ Change	% Change
	(In thousands, except percentages)
Sales and marketing........................................	$201,377	$472,076	$270,699	134%

Sales and marketing expenses increased by $270.7 million, or 134%, for the year ended December 31,

2024 compared to the year ended December 31, 2023. The increase was due in part to $244.8 million of

higher employee-related costs driven by a $206.5 million increase in stock-based compensation

expenses related to the May 2024 RSU Release and 2024 Stock Option Grants. The increase was also

due to $8.5 million of higher spend related to marketing events and advertising expenses as we continued

our focus on expansion and enhancing customer adoption, $8.1 million of higher technical infrastructure

and hosting costs for users of our free version of Figma due to continuing growth in our user base, $5.6

million of higher sales commission expense due to the year-over-year sales growth, and $2.0 million of

higher allocated overhead costs to support the growth of our business.

General and Administrative

	Year Ended December 31,
	2023	2024	$ Change	% Change
	(In thousands, except percentages)
General and administrative.............................	$167,679	$315,734	$148,055	88%

General and administrative expenses increased by $148.1 million, or 88%, for the year ended

December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to

$223.8 million of higher employee-related costs driven by a $201.0 million increase in stock-based

compensation expenses related to the May 2024 RSU Release and 2024 Stock Option Grants. The

increase was also due to $3.8 million of higher allocated overhead costs to support the growth of our

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business. The increase was partially offset by $80.6 million of lower professional service fees in the year

ended December 31, 2024 as compared to the prior year, related to the Abandoned Merger with Adobe.

Other Income, Net

	Year Ended December 31,
	2023	2024	$ Change	% Change
	(In thousands, except percentages)
Other income, net.............................................	$1,019,375	$84,362	$(935,013)	(92)%

Other income, net decreased by $935.0 million, or 92%, for the year ended December 31, 2024

compared to the year ended December 31, 2023. The decrease was primarily due to the $1.0 billion

termination fee received from the Abandoned Merger with Adobe during the year ended December 31,

2023 and a $3.3 million increase in net foreign exchange losses in 2024 as compared to 2023. This

decrease was partially offset by an increase of $44.0 million in interest income, driven by additional

investments made in marketable securities due to the cash received from the Abandoned Merger with

Adobe and a $24.0 million increase in net unrealized gains related to changes in the fair value of equity

securities in the year ended December 31, 2024 compared to the prior year.

Provision for (Benefit from) Income Taxes

	Year Ended December 31,
	2023	2024	$ Change	% Change
	(In thousands, except percentages)
Provision for (benefit from) income taxes.....	$208,078	$(60,951)	$(269,029)	(129)%

The provision for (benefit from) income taxes decreased by $269.0 million, or 129%, for the year ended

December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily due to

the income taxes related to the termination fee received from the Abandoned Merger with Adobe in the

year ended December 31, 2023, offset by the recognition of research and development credits in the

United States in the year ended December 31, 2024.

Quarterly Results of Operations

The following tables set forth our unaudited quarterly statements of operations data for each of the nine

quarters ended March 31, 2025, as well as the percentage of revenue that each line item represents for

each quarter. The information for each of these quarters has been prepared on the same basis as the

audited annual financial statements included elsewhere in this prospectus and, in the opinion of

management, includes all adjustments necessary for the fair statement of the results of operations for

these periods. This data should be read in conjunction with our audited consolidated financial statements

and related notes included elsewhere in this prospectus. These quarterly results of operations are not

necessarily indicative of our future results of operations that may be expected for any future period.

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	Three Months Ended
	March 31, 2023	June 30, 2023	September 30, 2023	December 31, 2023	March 31, 2024	June 30, 2024	September 30, 2024	December 31, 2024	March 31, 2025
	(In thousands)
Revenue...............................................	$109,544	$118,668	$132,216	$144,446	$156,229	$177,198	$198,639	$216,945	$228,199
Cost of revenue(1).......................	9,125	10,187	11,887	13,301	12,790	39,558	18,703	16,463	19,452
Gross profit..........................................	100,419	108,481	120,329	131,145	143,439	137,640	179,936	200,482	208,747
Operating expenses(1):
Research and development......	35,324	39,050	43,894	46,506	52,711	535,676	104,182	58,551	69,925
Sales and marketing..................	39,547	66,602	43,240	51,988	55,334	276,246	79,290	61,206	68,840
General and administrative.......	32,301	29,497	33,715	72,166	22,873	220,005	43,800	29,056	30,233
Total operating expenses..................	107,172	135,149	120,849	170,660	130,918	1,031,927	227,272	148,813	168,998
Income (loss) from operations..........	(6,753)	(26,668)	(520)	(39,515)	12,521	(894,287)	(47,336)	51,669	39,749
Other income, net...............................	3,980	4,225	4,156	1,007,014	17,185	10,139	17,910	39,128	7,274
Income (loss) before income taxes.	(2,773)	(22,443)	3,636	967,499	29,706	(884,148)	(29,426)	90,797	47,023
Provision for (benefit from) income taxes...............................................	2,079	818	2,384	202,797	16,181	(56,294)	(13,828)	(7,010)	2,141
Net income (loss)...............................	$(4,852)	$(23,261)	$1,252	$764,702	$13,525	$(827,854)	$(15,598)	$97,807	$44,882

__________________

(1)Includes stock-based compensation, net of amounts capitalized, as follows:

	Three Months Ended
	March 31, 2023	June 30, 2023	September 30, 2023	December 31, 2023	March 31, 2024	June 30, 2024	September 30, 2024	December 31, 2024	March 31, 2025
	(In thousands)
Cost of revenue...............	$12	$9	$9	$7	$1	$24,858	$3,034	$—	$—
Research and development...............	305	319	665	601	543	463,255	47,308	153	197
Sales and marketing.......	86	57	71	39	11	186,659	20,160	—	—
General and administrative.............	142	137	127	117	52	183,618	17,901	—	—

	Three Months Ended(1)
	March 31, 2023	June 30, 2023	September 30, 2023	December 31, 2023	March 31, 2024	June 30, 2024	September 30, 2024	December 31, 2024	March 31, 2025
	(As a % of revenue)
Revenue.....................................	100%	100%	100%	100%	100%	100%	100%	100%	100%
Cost of revenue..................	8	9	9	9	8	22	9	8	9
Gross profit.................................	92	91	91	91	92	78	91	92	91
Operating expenses:
Research and development...................	32	33	33	32	34	302	52	27	31
Sales and marketing..........	36	56	33	36	35	156	40	28	30
General and administrative.................	29	25	25	50	15	124	22	13	13
Total operating expenses.........	98	114	91	118	84	582	114	69	74
Income (loss) from operations.	(6)	(22)	—	(27)	8	(505)	(24)	24	17
Other income, net......................	4	4	3	697	11	6	9	18	3
Income (loss) before income taxes.......................................	(3)	(19)	3	670	19	(499)	(15)	42	21
Provision for (benefit from) income taxes.........................	2	1	2	140	10	(32)	(7)	(3)	1
Net income (loss)......................	(4)%	(20)%	1%	529%	9%	(467)%	(8)%	45%	20%

__________________

(1)Percentages may not foot due to rounding.

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Quarterly Trends

Revenue Trends

Revenue increased sequentially in each of the quarters presented primarily due to the growth from

existing Paid Customers and the addition of new Paid Customers. We recognize revenue ratably over the

terms of our subscription contracts. As a result, a substantial portion of the revenue we report in a period

is attributable to orders we received during prior periods. Therefore, increases or decreases in new sales,

customer expansion, or renewals in a period may not be immediately reflected in revenue for the period.

Cost of Revenue Trends

Our cost of revenue has generally increased in the quarters presented as a result of technical

infrastructure and hosting costs as well as increased headcount, which resulted in increased personnel

expenses. The increase in cost of revenue during the three months ended June 30, 2024 and September

30, 2024 was primarily due to higher employee-related costs driven by stock-based compensation

expenses related to the May 2024 RSU Release and 2024 Stock Option Grants. The increase during the

three months ended March 31, 2025 was primarily due to higher employee-related costs driven by the

implementation of a company-wide annual bonus program during the quarter.

Research and Development Trends

Our research and development expenses have generally increased in the quarters presented primarily

due to headcount growth and employee-related costs. The increase in research and development

expenses during the three months ended June 30, 2024 and September 30, 2024 was primarily due to

higher employee-related costs driven by stock-based compensation expenses related to the May 2024

RSU Release and 2024 Stock Option Grants. The increase during the three months ended March 31,

2025 was primarily due to higher employee-related costs driven by the implementation of a company-wide

annual bonus program during the quarter.

Sales and Marketing Trends

Our sales and marketing expenses have generally increased in the quarters presented primarily due to

employee-related expenses and brand advertising campaigns. The timing of brand advertising campaigns

can impact the trends in sales and marketing expenses. The increase in sales and marketing expenses

during the three months ended June 30, 2024 and September 30, 2024 was primarily due to higher

employee-related costs driven by stock-based compensation expenses related to the May 2024 RSU

Release and 2024 Stock Option Grants. Additionally, the increase in sales and marketing expenses

during the three months ended June 30, 2023 and June 30, 2024 was due to increased expenses

incurred in connection with our annual user conferences, including Config, which we typically host in the

second quarter of each year, and other advertising efforts. The increase during the three months ended

March 31, 2025 was primarily due to higher employee-related costs driven by the implementation of a

company-wide annual bonus program during the quarter.

General and Administrative Trends

Our general and administrative expenses have generally increased in the quarters presented primarily

due to employee-related expenses and legal, accounting, and other professional fees. The increase in

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general and administrative expenses during the three months ended December 31, 2023 was primarily

due to consulting and professional service fees related to the Abandoned Merger with Adobe. The

increase in general and administrative expenses during the three months ended June 30, 2024 and

September 30, 2024 was primarily due to higher employee-related costs driven by stock-based

compensation expenses related to the May 2024 RSU Release and 2024 Stock Option Grants. The

increase during three months ended March 31, 2025 was primarily due to higher consulting and

professional service fees related to this offering, and employee-related costs driven by an increase in

headcount and the implementation of a company-wide annual bonus program during the quarter.

Other Income, Net Trends

Changes in other income, net in the quarters presented are primarily driven by fluctuations in interest

rates, investment balances and changes in fair value of equity securities, including our investment in a

Bitcoin ETF. The increase in other income, net during the three months ended December 31, 2023 was

primarily due to the $1.0 billion termination fee received from the Abandoned Merger with Adobe.

Quarterly Key Business Metrics

	As of
	March 31, 2023	June 30, 2023	September 30, 2023	December 31, 2023	March 31, 2024	June 30, 2024	September 30, 2024	December 31, 2024	March 31, 2025
Paid Customers with more than $10,000 in ARR.....	5,945	6,365	6,727	7,233	8,007	9,071	9,762	10,517	11,107
Paid Customers with more than $100,000 in ARR..	456	501	558	630	701	787	876	963	1,031
Net Dollar Retention Rate........................	159%	143%	131%	122%	125%	130%	131%	134%	132%

Quarterly Key Metric Trends

Our Paid Customers with more than $10,000 in ARR and Paid Customers with more than $100,000 in

ARR increased sequentially for all quarters presented, primarily due to organic growth as a result of

strong performance, as well as increased expansion of users within our existing Paid Customer base.

Our Net Dollar Retention Rate has fluctuated across the eight quarters presented due to the growing level

of our revenue base and expansion of products and features. For example, we experienced a decline in

our Net Dollar Retention Rate throughout 2023 as macroeconomic pressure impacted seat expansion and

our Net Dollar Retention Rate increased throughout 2024 subsequent to our launch of Dev Mode. We

expect our Net Dollar Retention Rate to fluctuate or decline in the future as a result of a number of factors

such as the growing level of our revenue base, the level of penetration within our customer base,

expansion of products and features, our ability to retain our customers, and any changes to the pricing

and packaging of our plans.

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Quarterly Non-GAAP Financial Measures

	Three Months Ended
	March 31, 2023	June 30, 2023	September 30, 2023	December 31, 2023	March 31, 2024	June 30, 2024	September 30, 2024	December 31, 2024	March 31, 2025
	(In thousands, except percentages)
Income (loss) from operations.......................	$(6,753)	$(26,668)	$(520)	$(39,515)	$12,521	$(894,287)	$(47,336)	$51,669	$39,749
Plus: Stock-based compensation expense(1).	545	522	872	764	607	858,390	88,403	153	197
Plus: Amortization of stock-based compensation included in capitalized internal use software development costs....	6	7	7	8	7	9	88	82	86
Plus: Transaction costs and other related expenses associated with the Abandoned Merger with Adobe(2)	15,875	11,539	15,333	55,106	4,781	4,401	4,408	4,474	—
Plus: Employer payroll taxes related to the May 2024 RSU Release and 2024 Tender Offer..............	—	—	—	—	—	24,983	1,720	—	—
Plus: 2024 Tender Offer transaction costs(3)............	—	—	—	—	151	11,384	577	33	—
Non-GAAP operating income (loss)...................	$9,673	$(14,600)	$15,692	$16,363	$18,067	$4,880	$47,860	$56,411	$40,032
Operating margin..................	(6)%	(22)%	—%	(27)%	8%	(505)%	(24)%	24%	17%
Non-GAAP operating margin................................	9%	(12)%	12%	11%	12%	3%	24%	26%	18%

__________________

(1)The increase in stock-based compensation expense during the three months ended June 30, 2024 and September 30, 2024

related to the May 2024 RSU Release and 2024 Stock Option Grants. See the section titled “—Factors Impacting our 2023 and

2024 Operating Results—May 2024 Restricted Stock Unit Release and 2024 Stock Option Grants” for more information.

(2)Transaction costs and other related expenses associated with the Abandoned Merger with Adobe include legal, accounting,

professional services fees, local business taxes and non-recurring compensation expenses related to the transaction.

(3)2024 Tender Offer transaction costs includes legal and professional services fees.

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	Three Months Ended
	March 31, 2023	June 30, 2023	September 30, 2023	December 31, 2023	March 31, 2024	June 30, 2024	September 30, 2024	December 31, 2024	March 31, 2025
	(In thousands, except percentages)
Net cash provided by (used in) operating activities	$9,273	$(5,899)	$25,774	$1,018,186	$(18,139)	$(178,243)	$61,574	$73,091	$97,177
Less: Capital expenditures...	(257)	(1,402)	(1,604)	(474)	(503)	(399)	(413)	(662)	(874)
Less: Capitalized internal use software development costs................	(648)	(748)	(375)	(859)	(1,008)	(1,170)	(742)	(1,604)	(1,721)
Free Cash Flow........	$8,368	$(8,049)	$23,795	$1,016,853	$(19,650)	$(179,812)	$60,419	$70,825	$94,582
Less: Termination fee received from the Abandoned Merger with Adobe..............	—	—	—	(1,000,000)	—	—	—	—	—
Add: Transaction costs and other related expenses associated with the Abandoned Merger with Adobe(1)...........	6,439	16,073	8,920	19,410	68,122	322	34	14	—
Add: Estimated income taxes related to the Abandoned Merger with Adobe(2)...........	—	—	—	—	—	185,617	518	(5,148)	—
Adjusted Free Cash Flow.......................	$14,807	$8,024	$32,715	$36,263	$48,472	$6,127	$60,971	$65,691	$94,582
Net cash (used in) provided by investing activities...............	$(53,706)	$3,015	$(1,124)	$(5,521)	$(336,630)	$(173,216)	$(210,946)	$(63,465)	$41,251
Net cash provided by (used in) financing activities...............	$—	$(2)	$1	$1	$40	$21,860	$(20,660)	$61,210	$339
Operating Cash Flow Margin....................	9%	(5)%	20%	705%	(12)%	(101)%	31%	34%	43%
Adjusted Free Cash Flow Margin...........	14%	7%	25%	25%	31%	4%	31%	30%	41%

__________________

(1)Transaction costs and other related expenses associated with the Abandoned Merger with Adobe include legal, accounting,

professional services fees, local business taxes and non-recurring compensation expenses related to the transaction.

(2)The estimated income taxes related to the Abandoned Merger with Adobe represents our assessment of the transaction’s

impact on our 2023 federal and state income tax payments, which were included in cash provided by (used in) operating

activities for the year ended December 31, 2024.

Critical Accounting Estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this prospectus

are prepared in accordance with GAAP. The preparation of consolidated financial statements also

requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities,

revenue, costs and expenses, and related disclosures. We base our estimates on historical experience

and on various other assumptions that we believe to be reasonable under the circumstances, and we

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evaluate our estimates and assumptions on an ongoing basis. Actual results could differ significantly from

the estimates made by management. To the extent that there are differences between our estimates and

actual results, our future financial statement presentation, financial condition, results of operations, and

cash flows will be affected.

We believe that the accounting policies described below involve a substantial degree of judgment and

complexity. Accordingly, these are the policies we believe are the most critical to aid in fully

understanding and evaluating our consolidated financial condition and results of operations.

Stock-Based Compensation

We measure stock-based compensation expense related to equity awards, including stock options,

RSUs, and Restricted Stock Awards (“RSAs”), based on the estimated fair value on the date of the grant.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service

period. We account for forfeitures in the period in which they occur.

We have granted certain equity awards to our employees and directors with a service-based and a

performance-based vesting condition. The service-based vesting period for these awards is typically four

years with monthly vesting, subject to a one-year cliff for new hire grants. The performance-based vesting

condition is generally satisfied on the earlier of (i) an acquisition or change in control of us or (ii) the

earlier of (a) six months after our initial public offering or (b) March 15 of the calendar year following our

initial public offering. Our Board of Directors intends to accelerate the performance-based vesting

condition such that it will occur upon the effectiveness of our registration statement related to this offering.

We recognize stock-based compensation expense related to equity awards with a performance-based

vesting condition over the requisite service period using the accelerated attribution method, if it is

probable that the performance-based vesting condition will be satisfied. The performance-based vesting

condition is deemed probable of being satisfied upon either the consummation of an acquisition or

change in control, or the initial public offering of our securities.

We have also granted certain equity awards with market-based vesting conditions in addition to service-

based vesting conditions. The market-based vesting conditions resulted in implied performance-based

vesting conditions satisfied upon the initial public offering or change in control date because no shares

subject to the grant will vest unless one of these two events occurs. We estimated the grant date fair

value of the market-based award using a Monte Carlo simulation, which incorporates into the valuation

the possibility that the public market capitalization targets may not be satisfied. Stock-based

compensation expense associated with market-based awards is recognized over the requisite service

period of each tranche using the accelerated attribution method, regardless of whether the market

conditions are achieved.

The fair value of RSUs and RSAs are determined using the fair value of our stock on the date of grant.

We ceased granting stock options in 2020, except for the 2024 Stock Option Grants in August 2024,

made in connection with our 2024 Tender Offer. The fair value of stock options is estimated using the

Black-Scholes option pricing model.

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The use of the Black-Scholes option pricing model requires the input of certain assumptions. These

assumptions involve inherent uncertainties and the application of management’s judgment. These

assumptions are estimated as follows:

•Fair value of common stock. Because our common stock is not yet publicly traded, we must

estimate the fair value of our common stock, as discussed below in the section titled “—Common

Stock Valuations.”

•Expected term. We determine the expected term based on the average period the options are

expected to remain outstanding using the simplified method, calculated as the midpoint of the

options’ vesting term and contractual expiration period, until sufficient historical information to

develop reasonable expectations about future exercise patterns and post-vesting employment

termination behavior becomes available.

•Expected volatility. Since we do not have a trading history of our common stock, we estimate the

expected volatility based on the historical volatilities of a group of comparable publicly traded

companies.

•Risk-free interest rate. We use the U.S. Treasury yield for our risk-free interest rate for a period

that corresponds with the expected term of the award.

•Dividend yield. We utilize a dividend yield of zero, as we do not currently issue dividends and do

not expect to issue dividends on our common stock in the foreseeable future.

Common Stock Valuations

The estimated fair value of the common stock underlying our equity awards has historically been

determined by our Board of Directors. We believe that our Board of Directors has the relevant experience

and expertise to determine the fair value of our common stock. Because there has been no public market

for our common stock, our Board of Directors determined the fair value of the common stock at the time of

the grant of the option, RSU, and RSA by considering a number of objective and subjective factors,

including important developments in our operations, valuations performed by an independent third party,

sales of common stock and convertible preferred stock, secondary market transactions, actual operating

results and financial performance, the conditions in the industry and the economy in general, the stock

price performance and volatility of comparable public companies, and the lack of liquidity of our common

stock, among other factors.

In estimating the fair value of our common stock, we considered several methodologies, including the

market approach. The market approach estimates value based on a comparison of our company to a

group of comparable public companies. From the comparable companies, a representative market value

multiple is determined and then applied to our financial results to estimate the fair value of our business.

In addition, we also considered secondary market transactions involving our capital stock. In our

evaluation of those transactions, we considered the facts and circumstances of each transaction to

determine the extent to which they represented a fair value exchange. Factors considered include

transaction volume, the number of participants, timing, whether the transactions occurred between willing

and unrelated parties, and whether the transactions involved parties with access to our financial

information.

Application of these approaches involved the use of estimates, judgment, and assumptions that are

complex and subjective, such as those regarding our expected future revenue, expenses, and future cash

flows, discount rates, market multiples, the selection of comparable companies, and the probability of

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possible future events. Changes in any or all of these estimates and assumptions or the relationships

between those assumptions impact our valuations as of each valuation date and may have a material

impact on the valuation of our common stock.

Upon completion of this offering, our Class A common stock will be publicly traded, and our Board of

Directors will use the closing price of our Class A common stock as reported on the date of grant to

determine the fair value of our Class A common stock.

Subsequent to March 31, 2025, our Board of Directors granted 34.7 million RSUs and 0.7 million RSAs.

These awards will vest upon satisfaction of service-based, performance-based and market-based vesting

conditions.

Liquidity and Capital Resources

As of December 31, 2024 and March 31, 2025, our principal sources of liquidity were cash and cash

equivalents of $487.0 million and $618.6 million, respectively, marketable securities of $970.9 million and

$923.2 million, respectively, and restricted cash of $3.6 million and $9.8 million, respectively. Cash and

cash equivalents are comprised of bank deposits, money market funds, and commercial paper. Restricted

cash consists of unsecured letters of credit outstanding, related to leased office space in San Francisco,

California and New York, New York. Marketable securities are comprised of commercial paper, U.S.

agency securities, U.S. treasury securities, corporate bonds, and a Bitcoin exchange traded fund.

Substantially all cash and cash equivalents are held in the United States. Since our inception, we have

financed our operations primarily through proceeds from the issuance of our convertible preferred stock

and common stock and cash generated from the sale of our products.

We believe that current cash, cash equivalents, and marketable securities will be sufficient to fund our

operations for at least the next twelve months. Our future capital requirements, however, will depend on

many factors, including our subscription growth rate, the timing and extent of spending to support our

research and development efforts, our investments and usage of AI, the expansion of sales and

marketing activities, the introduction of new and enhanced products and features, particularly for large

organizations, and the continuing market adoption of Figma. We may in the future enter into

arrangements to acquire or invest in complementary businesses, services, and technologies, including

intellectual property rights. In the event that additional financing is required from outside sources, we may

seek to raise additional funds at any time through equity, equity-linked arrangements, and debt. If we are

unable to raise additional capital when desired and at reasonable rates, our business, results of

operations, and financial condition would be adversely affected. See the section titled “Risk Factors—

Risks Related to Financial and Accounting Matters—We may require additional capital to fund our

business and support our growth, and any inability to generate or obtain such capital may adversely affect

our operating results and financial condition.”

Revolving Credit Facility

On June 27, 2025, we entered into a credit agreement (the “Revolving Credit Agreement”) with Morgan

Stanley Senior Funding, Inc., as administrative agent and collateral agent, Bank of America, N.A.,

JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Wells Fargo Securities, LLC and RBC Capital

Markets, LLC as joint lead arrangers and bookrunners, the letter of credit issuers from time to time party

thereto, and the lenders from time to time party thereto, which provides for a revolving credit facility (the

“Revolving Credit Facility”) of up to $500.0 millionand a subfacility of up to $150.0 million for letters of

credit. The Revolving Credit Facility provides us with the right to increase the Revolving Credit Facility

and/or to add one or more tranches of term loans or to increase the amount of any existing term loans in

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an aggregate principal amount not to exceed (a) $2.0 billion, plus (b) the amount of any voluntary

prepayments of term loans and/or the Revolving Credit Facility (to the extent accompanied by a

permanent reduction of commitments under the Revolving Credit Facility), plus (c) an additional amount, if

after giving effect to the incurrence of such additional amount, we do not exceed a maximum debt to

EBITDA ratio in accordance with the Revolving Credit Agreement. 

Loans under the Revolving Credit Facility will incur interest, at our option at a rate per annum equal to

either (i) a base rate determined by reference to the highest of (x) the prime rate, (y) the federal funds

effective rate plus 0.50% and (z) the one month term SOFR plus 1.00% or (ii) term SOFR plus 1.00%.

Additionally, we will be required to pay commitment fees of 0.15% per annum on the undrawn portion of

the commitments under the Revolving Credit Facility, which decreases to 0.10% per annum upon

achievement of an enhanced debt to EBITDA ratio.

The Revolving Credit Agreement contains a financial covenant requiring that Liquidity (defined as

unrestricted cash and cash equivalents, plus the undrawn revolver commitments) is not less than $100

million as of the last day of each fiscal quarter. Additionally, the Revolving Credit Agreement contains

customary affirmative and negative covenants (including restrictions on indebtedness, liens, investments,

asset dispositions and affiliate transactions, each subject to customary exceptions and baskets) and

customary events of default (including, among other things, non-payment of principal, interest or fees,

inaccuracy of representations and warranties, violation of certain covenants, cross-default to certain other

indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain

material ERISA events). The obligations under the Revolving Credit Facility are secured by liens on

substantially all of our assets. The Revolving Credit Facility matures on June 27, 2030.

We expect to draw approximately $       million on the Revolving Credit Facility in order to pay our

anticipated tax withholding and remittance obligations in connection with the RSU Net Settlement and we

intend to use a portion of the net proceeds from this offering to repay such indebtedness.

The foregoing summary and description of the provisions of the Revolving Credit Agreement do not

purport to be complete and are qualified in their entirety by reference to the full text of the Revolving

Credit Agreement, a copy of which is filed as an exhibit to the registration statement of which this

prospectus forms a part.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	Year Ended December 31,		Three Months Ended March 31,
	2023	2024	2024	2025
	(In thousands)
Net cash provided by (used in) operating activities..........................................................	$1,047,334	$(61,717)	$(18,139)	$97,177
Net cash provided by (used in) investing activities..........................................................	(57,336)	(784,257)	(336,630)	41,251
Net cash provided by financing activities ....	—	62,450	40	339
Net increase (decrease) in cash, cash equivalents, and restricted cash ................	$989,998	$(783,524)	$(354,729)	$138,767

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Cash Provided by (Used in) Operating Activities

Our largest source of operating cash is cash collections from organizations on a paid subscription plan,

except for a one-time termination fee of $1.0 billion received from the Abandoned Merger with Adobe on

December 20, 2023. Our primary uses of cash from operating activities are for employee-related

expenditures, sales and marketing expenses, and technical infrastructure and hosting costs. During the

year ended December 31, 2024 we paid income taxes of $181.0 million, related to the Abandoned Merger

with Adobe.

During the three months ended March 31, 2025, operating activities provided $97.2 million in cash. The

primary factors affecting our cash flows during this period were our net income of $44.9 million and net

cash inflows of $38.5 million from changes in our operating assets and liabilities, adjusted for $13.8

million of non-cash charges. The non-cash charges primarily consisted of an $8.3 million unrealized loss

from remeasurement of equity securities, $4.7 million of amortization of deferred commissions, and $4.1

million of non-cash operating lease costs. The cash provided from changes in our operating assets and

liabilities was primarily due to a $25.3 million increase in deferred revenue related to increased billings

and an $18.0 million decrease in accounts receivable, net, reflecting an increase in collections. These

amounts were partially offset by a $9.2 million increase in prepaid expenses and other current assets,

primarily driven by prepaid hosting services.

During the three months ended March 31, 2024, operating activities used $18.1 million in cash. The

primary factors affecting our cash flows during this period were net cash outflows of $37.5 million from

changes in our operating assets and liabilities, partially offset by our net income of $13.5 million, adjusted

for $5.9 million of non-cash charges. The non-cash charges primarily consisted of $3.2 million of non-

cash operating lease costs, $2.9 million of amortization of deferred commissions, and $2.1 million of

depreciation and amortization. The cash used from changes in our operating assets and liabilities was

primarily due to a $42.8 milliondecrease in accrued and other current liabilities, primarily driven by

professional service fees related to the Abandoned Merger with Adobe and a $23.6 million increase in

prepaid expenses and other current assets, primarily driven by prepaid hosting services. These amounts

were partially offset by a $15.8 million increase in deferred revenue due to increased billings and a $14.5

million decrease in accounts receivable, net, reflecting an increase in collections.

During the year ended December 31, 2024, operating activities used $61.7 million in cash. The primary

factors affecting our operating cash flows during this period were our net loss of $732.1 million and net

cash outflows of $270.0 million from changes in our operating assets and liabilities, adjusted for $940.4

million in non-cash charges. The non-cash charges primarily consisted of $947.6 million in stock-based

compensation, $14.8 million of amortization of deferred commissions, and $14.1 million of non-cash

operating lease costs, partially offset by a $24.2 million unrealized gain from the remeasurement of equity

securities and $17.1 million in net accretion of discounts on marketable securities. The cash provided

from changes in our operating assets and liabilities was primarily due to a $252.5 million decrease in

accrued and other current liabilities and $86.6 million increase in other assets largely driven by income

taxes paid related to the termination fee received related to the Abandoned Merger with Adobe in

December 2023. These amounts were partially offset by a $127.7 million increase in deferred revenue

due to increased billings and a $11.4 million increase in accrued compensation and benefits as a result of

our increased headcount associated with the growth of our business.

During the year ended December 31, 2023, operating activities provided $1.0 billion in cash inflows. The

primary factors affecting our operating cash flows during this period were our net income of $737.8

million, which included the impact of the $1.0 billion termination fee received from the Abandoned Merger

with Adobe, and net cash inflows of $281.0 million from changes in our operating assets and liabilities,

adjusted for $28.5 million of non-cash charges. The non-cash charges primarily consisted of $12.4 million

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of non-cash operating lease costs, $8.7 million of amortization of deferred commissions, and $8.5 million

of depreciation and amortization, partially offset by $4.0 million in net accretion of discounts on

marketable securities. The cash provided from changes in our operating assets and liabilities was

primarily due to a $232.5 million increase in accrued and other current liabilities largely driven by income

taxes payable resulting from the termination fee from the Abandoned Merger with Adobe and a $92.1

million increase in deferred revenue due to increased billings. These amounts were partially offset by a

$39.6 million increase in accounts receivable, net, reflecting increased billings.

Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities during the three months ended March 31, 2025 was $41.3

million, which was primarily due to the proceeds from sales and maturities of marketable securities of

$283.3 million, partially offset by the purchase of additional marketable securities of $238.8 million, the

capitalization of internal-use software development costs of $1.7 million, and capital expenditures of $0.9

million.

Net cash used in investing activities during the three months ended March 31, 2024 was $336.6 million,

which was primarily due to the purchase of marketable securities of $377.2 million, primarily due to the

inflow of cash from the termination fee from the Abandoned Merger with Adobe received during the year

ended December 31, 2023, the capitalization of internal-use software development costs of $1.0 million,

and capital expenditures of $0.5 million, partially offset by proceeds from sales and maturities of

marketable securities of $42.3 million.

Net cash used in investing activities during the year ended December 31, 2024 was $784.3 million, which

was primarily due to the purchase of additional marketable securities of $1.3 billion primarily due to the

inflow of cash from the termination fee from the Abandoned Merger with Adobe received during the year

ended December 31, 2023, the capitalization of internal-use software development costs of $4.5 million,

capital expenditures of $2.0 million, and the purchase of intangible assets of $0.9 million, partially offset

by proceeds from sales and maturities of marketable securities of $547.5 million.

Net cash used in investing activities during the year ended December 31, 2023 was $57.3 million, which

was primarily due to the purchase of marketable securities of $223.9 million, capital expenditures of $3.7

million, the capitalization of internal-use software development costs of $2.6 million, partially offset by

proceeds from sales and maturities of marketable securities of $173.2 million.

Cash Provided by Financing Activities

Net cash provided by financing activities during the quarter ended March 31, 2025 was $0.3 million and

was from proceeds from option exercises. Net cash provided by financing activities during the quarter

ended March 31, 2024 was immaterial.

Net cash provided by financing activities during the year ended December 31, 2024 was $62.5 million,

which was primarily due to the proceeds from the sale of common stock in connection with the May 2024

RSU Release of $419.0 million, proceeds from the issuance of common stock of $60.0 million, and

proceeds from options exercised of $2.4 million, partially offset by $418.1 million used to pay taxes

related to the net share settlement of RSUs and $0.9 million used to repurchase common stock.

There was no net cash provided by or used in financing activities during the year ended December 31,

2023.

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Contractual Obligations and Commitments

The following table summarizes our consolidated principal contractual cash obligations, as of March 31,

2025, and is supplemented by the discussion following the table:

	Payments due by Periods
	Total	Less than 1 Year	1- 3 Years	3-5 Years	More than 5 Years
	(In thousands)
Operating lease commitments......................	$92,770	$12,862	$41,678	$16,208	$22,022
Cloud hosting commitments	27,911	13,911	14,000	—	—
Other commitments(1)...........	4,506	1,911	2,595	—	—
Total........................................	$125,187	$28,684	$58,273	$16,208	$22,022

__________________

(1)Consists of future minimum payments under non-cancelable purchase commitments primarily related to our sales and

marketing activities.

In addition to the contractual obligations set forth above, as of March 31, 2025, we had $9.8 million in

unsecured letters of credit outstanding, related to leased office spaces in San Francisco, California and

New York, New York. The letters of credit renew annually and mature in 2026.

The table above does not reflect our renewed cloud hosting agreement with a third-party provider,

entered into on May 31, 2025. Under the terms of the non-cancellable agreement, we committed to

purchase a minimum of $545.0 million in cloud hosting services over the next five years. This renewed

agreement replaces a previous agreement with the provider.

As of July 1, 2025, there were no other material changes to our purchase commitments since March 31,

2025.

Off-Balance Sheet Arrangements

We did not have during the periods presented, nor do we currently have, any off-balance sheet financing

arrangements or any relationships with unconsolidated entities or financial partnerships. This includes

entities sometimes referred to as structured finance or special purpose entities, that may be established

for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited

purposes.

Significant Impacts of Stock-Based

Compensation

RSUs

We have granted RSUs with respect to shares of Class A common stock to our employees and directors

under our 2012 Plan. RSUs granted under the 2012 Plan and outstanding as of March 31, 2025 have

both service-based and performance-based vesting conditions. The service-based vesting period for

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these awards is typically four years with monthly vesting, subject to a one-year cliff for new hire grants.

Upon satisfaction of the performance-based vesting condition, RSUs for which the service-based

condition has also been satisfied will vest immediately, and any remaining unvested RSUs will vest

monthly over the remaining service period. The performance-based vesting condition is satisfied on the

earlier of (i) an acquisition or change in control of our company, or (ii) the earlier of (a) six months after

our initial public offering or (b) March 15 of the calendar year following our initial public offering. Our

Board of Directors intends to accelerate the performance-based vesting condition such that the condition

will be satisfied upon the effectiveness of our registration statement related to this offering.

We have also granted RSUs with respect to shares of Class B common stock to Mr. Field, our CEO, in

the form of the 2021 CEO Market Award, the 2021 CEO Service Award, the 2025 CEO Stock Price

Award, and the 2025 CEO Service Award (each as defined and further described in the section titled

“Executive Compensation—CEO Equity Awards”) under our 2021 Plan.

The 2021 CEO Market Award has service-based, market-based, and performance-based vesting

conditions. The award is comprised of three tranches that are eligible to vest based on the achievement

of certain public market capitalization targets. The performance period for each tranche ends on the

earliest to occur of (i) the date on which all shares subject to the 2021 CEO Market Award vest upon

achieving certain public market capitalization targets after our initial public offering, (ii) the date Mr. Field

ceases to satisfy the service-based vesting condition, (iii) the seventh anniversary of the grant date, or (iv)

the occurrence of an acquisition of us before our initial public offering. The 2021 CEO Market Award

contains an implied performance-based vesting condition satisfied upon the date of our initial public

offering or a change in control of us because no shares subject to the grant will vest unless one of these

two events occurs. The 2021 CEO Service Award has service-based and performance-based vesting

conditions. The award is comprised of four tranches that vest annually beginning on July 1, 2022, so long

as Mr. Field is in continuous service through each applicable vesting date. The 2021 CEO Service Award

contains a performance-based vesting condition satisfied upon the earliest to occur of (i) the date of our

initial public offering or (ii) the date we experience an applicable change in control. For more information

regarding these awards, see the section titled “Executive Compensation—CEO Equity Awards.”

The 2025 CEO Stock Price Award has service-based and stock price-based vesting conditions. The stock

price-based vesting condition is comprised of seven tranches that are eligible to vest based on the

achievement of certain specified stock price targets. The performance period for each tranche ends on

the earlier of (i) the tenth anniversary of our initial public offering, or (ii) the occurrence of a change in

control (as defined in the award agreement governing the 2025 CEO Stock Price Award). As to any

portion of the 2025 CEO Stock Price Award that satisfies the stock price-based vesting condition, the

service based vesting condition will be satisfied in seven substantially equal installments on each of the

first seven anniversaries of the vesting commencement date, so long as Mr. Field is in continuous service

through each applicable vesting date as our chief executive officer, or, solely as reasonably determined

by our Compensation Committee in its good faith discretion, as our chairman, executive chairman, or

another C-suite position (referred to as an “Eligible Position”), which change in position may, but need

not, result in a change to the vesting schedule or in forfeiture of any portion of the award.  In the event of

a change in control of our company, subject to Mr. Field’s continued service in an Eligible Position

through the closing of such change in control, the degree of achievement of the stock price-based vesting

condition will be based on the per-share deal consideration paid in the transaction. Any portions of the

2025 CEO Stock Price Award for which the stock price-based vesting condition is met in a change in

control will be deemed to have satisfied the service-based vesting condition with respect to a pro rata

portion of such portion of the 2025 CEO Stock Price Award, determined based on the number of days

elapsed since the most recent vesting date, and will vest. Any portions of the 2025 CEO Stock Price

Award that do not vest in accordance with the preceding sentence will remain outstanding and will vest

solely subject to the achievement of the service-based vesting condition on the original schedule following

the closing of the transaction. The 2025 CEO Stock Price Award is also eligible for vesting acceleration

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under certain circumstances, as described below in the section titled “Executive Compensation—CEO

Equity Awards.”

The 2025 CEO Service Award has service-based vesting conditions. The award is comprised of five

tranches that vest over five years on the anniversary of the vesting commencement date, of 10%, 20%,

20%, 20%, and 30%, so long as Mr. Field is in continuous service through each applicable vesting date

as our chief executive officer or in an Eligible Position. The 2025 CEO Service Award is also eligible for

vesting acceleration under certain circumstances, as described below in the section titled “Executive

Compensation—CEO Equity Awards.”

In May 2024, to permit eligible RSU holders to participate in the 2024 Tender Offer, we modified and

released 34.6 million RSUs held by employees and former employees (including the 2021 CEO Service

Award, with respect to the portion of the award for which the service-based vesting condition had been

met as of the modification date) by removing the performance-based vesting condition, resulting in their

remeasurement as of the modification date. Accordingly, these RSUs were fully vested as of the

modification date, resulting in the recognition of stock-based compensation expense, net of amounts

capitalized, of $801.2 million during the year ended December 31, 2024, and the release of the underlying

shares of Class A common stock and Class B common stock, as applicable. The remaining outstanding

RSU awards were not modified and continue to be subject to both service-based and performance-based

vesting conditions.

As of March 31, 2025, compensation expense related to RSUs remained unrecognized because the

performance vesting condition was not satisfied. At the time the performance vesting condition becomes

probable, which is not until such condition is satisfied, we will recognize the stock-based compensation

expense for the outstanding RSUs using the accelerated attribution method. If the performance vesting

condition had occurred on March 31, 2025, we would have recorded $809.8 million of stock-based

compensation, and we would recognize additional stock-based compensation of $735.9 million over a

weighted-average remaining requisite service period of 1.9 years. The recognition of stock-based

compensation would affect our cost of revenue, research and development, sales and marketing, and

general and administrative operating expense line items.

2024 Stock Option Grants

On August 22, 2024, we granted 10.5 million stock options with a grant date fair value of $8.50 per share.

The options were granted to eligible employees that elected to not sell any or all of their common stock

holdings as part of the 2024 Tender Offer. These stock options were fully vested at grant and therefore

the related stock-based compensation expense, net of amounts capitalized, of $88.1 million was

recognized during the year ended December 31, 2024.

Qualitative and Quantitative Disclosures

about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of

loss that may impact our financial position due to adverse changes in financial market prices and rates.

Our market risk exposure is primarily the result of fluctuations in interest rates, foreign currency exchange

rates, and equity prices.

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Interest Rate Risk

We had cash and cash equivalents of $618.6 million and marketable securities of $923.2 million as of

March 31, 2025. The cash and cash equivalents are held primarily for working capital purposes. Such

interest-earning instruments carry a degree of interest rate risk. The primary objective of our investment

activities is to preserve principal while maximizing income without significantly increasing risk. We do not

enter into investments for trading or speculative purposes and have not used any derivative financial

instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments,

we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in

interest rates. A hypothetical 100 basis points change in interest rates would not have had a material

impact on our consolidated financial statements.

Foreign Currency Exchange Risk

Our reporting currency and the functional currency of our wholly owned foreign subsidiaries is the U.S.

dollar. Monetary assets and liabilities are remeasured using foreign currency exchange rates at the end of

the period, and non-monetary assets are remeasured based on historical exchange rates. Gains and

losses due to foreign currency are the result of either the remeasurement of subsidiary balances or

transactions denominated in currencies other than the foreign subsidiaries’ functional currency and are

included in other income (expense), net in our statements of operations. We have foreign currency

exchange risks related to our revenue and operating expenses denominated in currencies other than the

U.S. dollar, principally the British pound sterling, Euro, Japanese yen, and the Canadian dollar. The

volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy.

Volatile market conditions, including those arising from macroeconomic events, such as fluctuating

interest rates, tightening of credit markets, governmental actions such as tariffs, as well as geopolitical

events have and may in the future result in significant changes in exchange rates, and in particular a

weakening of foreign currencies relative to the U.S. dollar has and may in the future negatively affect our

revenue expressed in U.S. dollars. We have experienced and will continue to experience fluctuations in

foreign exchange gains (losses) related to changes in foreign currency exchange rates. In the event our

foreign currency denominated assets, liabilities, sales, or expenses increase, our results of operations

may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do

business. We do not currently engage in any hedging activity to reduce our potential exposure to currency

fluctuations, although we may choose to do so in the future. A hypothetical 10% change in foreign

currency exchange rates during any of the periods presented would not have had a material impact on

our consolidated financial statements.

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations, or

financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures,

we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our

business, results of operations, or financial condition.

Equity Price Risk

We have an investment in a Bitcoin exchange traded fund. The fair value of this investment was$69.5

millionas of March 31, 2025. Changes in the fair value of this exchange traded fund are impacted by the

volatility of Bitcoin and changes in general economic conditions, among other factors. A hypothetical 10%

decrease in the price of the Bitcoin exchange traded fund would decrease the fair value of this investment

as of March 31, 2025 by $7.0 million.

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JOBS Act Accounting Election

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth

companies can delay adopting new or revised accounting standards until such time as those standards

apply to private companies. We intend to avail ourselves of this exemption from new or revised

accounting standards. Accordingly, we will not be subject to the same new or revised accounting

standards as other public companies that are not emerging growth companies or that have opted out of

using such extended transition period.

Recent Accounting Pronouncements

See the section titled “Description of the Business and Summary of Significant Accounting Policies” in

Note 1 of the notes to our consolidated financial statements included elsewhere in this prospectus for

more information.

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Business

Overview

Figma is where teams come together to turn ideas into the world’s best digital products and

experiences.

Every day, billions of people around the world use apps, websites, and other digital experiences that are

made in Figma. They’re looking up directions on Google Maps; requesting rides with Uber; checking in for

flights on JetBlue; streaming shows on Netflix; learning languages with Duolingo; asking questions of

Claude; connecting on LinkedIn; buying goods on Mercado Libre; or booking stays and experiences with

Airbnb.

Behind each of these products is a cross-functional team responsible for bringing them to life. In Figma,

designers work alongside developers, PMs, researchers, marketers, writers, and other non-designers

who, in the three months ended March 31, 2025, made up two-thirds of our more than 13 million monthly

active users. Together, these teams share and explore ideas, align on a vision, visualize concepts, and

translate them into coded products — all on a single, connected, AI-powered platform that collaborators

around the world can access with a URL.

Our focus on the entire lifecycle of software creation reflects our ability to rapidly bring new products onto

Figma’s browser-based platform and our belief that design spans far beyond a single step or role. We

take this expansive view because design is more than how something looks, or even feels; design is also

how something works — and in today’s increasingly digital-first world, what sets brands and companies

apart.

As AI makes software much easier to create, and as organizations across industries and geographies

continue to invest heavily in digital transformation, better-designed digital products and experiences have

become even more critical to a company’s success. That’s why 95% of the Fortune 500 and 78% of the

Forbes Global 2000 used Figma in March 2025. These companies understand deeply that great design is

what attracts and wins user loyalty, especially in a world where a business’ interactions with its customers

are increasingly digital.

Figma has been fortunate to play a part in, and benefit from, the growing global movement to elevate

design and the craft of building software. Millions of people use Figma every week, often for hours a day,

and as more users have come to our platform, our business has grown.

•Our revenue was $749.0 million for the year ended December 31, 2024, representing 48% year-

over-year growth as compared to the year ended December 31, 2023, and our revenue was

(7)    See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information

regarding (i) certain one-time events that impacted our operating results for the years ended December 31, 2023 and 2024,

including the $1.0 billion termination fee we received in 2023 in connection with the Abandoned Merger with Adobe (as defined

below) and $889.3 million of stock-based compensation expense, net of amounts capitalized, we recognized in 2024 in

connection with the May 2024 RSU Release and the 2024 Stock Option Grants (each as defined below), (ii) our use of non-

GAAP operating margin and a reconciliation of operating margin to non-GAAP operating margin, and (iii) our definition of Net

Dollar Retention Rate.

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$228.2 million for the three months ended March 31, 2025, representing 46% year-over-year

growth as compared to the three months ended March 31, 2024. Our four-year compounded

annual revenue growth rate as of December 31, 2024 was 53%.

•For the year ended December 31, 2024 and for the three months ended March 31, 2025, we

delivered an operating margin of (117)% and 17%, respectively, and a non-GAAP operating

margin of 17% and 18%, respectively. Our 2024 operating margin was impacted by our May 2024

RSU Release and 2024 Stock Option Grant, one-time events.

•We had a Net Dollar Retention Rate of 134% and 132% as of December 31, 2024 and as of

March 31, 2025, respectively.

•For the years ended December 31, 2023 and 2024, we had net income of $737.8 million and net

loss of $732.1 million, respectively, and for the three months ended March 31, 2024 and 2025, we

had net income of $13.5 million and $44.9 million, respectively. In addition to our May 2024 RSU

Release and 2024 Stock Options Grant, we also received a $1.0 billion termination fee in 2023 in

connection with the Abandoned Merger with Adobe.7

While Figma began as a browser-based tool for designing user interfaces, our platform has expanded to

help teams go from idea to product all in one place. We are quickly becoming the system of record for

design and product development at a time when software is growing exponentially. We believe our pace

of innovation, the breadth and flexibility of our platform, the strength of our team, the community

relationships we have built, and the enduring power of design position us well for future growth.

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From design silos to a new software standard

Dylan Field and Evan Wallace started Figma in 2012, after they met as students at Brown University.

Back then, design looked very different than it does today. Designers worked by themselves in silos

across multiple tools and products. Even if they wanted to design together or with others, technological

constraints and the fragmented nature of the product development toolchain made collaboration a pain.

The most elegant solution to share work? Huge, manually annotated files sent around as email

attachments with indecipherable names like “Draft_Final_V2_FINAL_v13.”

As part of a generation that found community in multiplayer, virtual worlds and grew up on Google Docs,

Dylan and Evan saw an opportunity to bring design to the browser, and in doing so, make it more open

and collaborative. After experimenting with a powerful technology called WebGL, which harnesses the

power of a computer’s GPU to render high-performance graphics in the browser, and spending three

years building, testing, and iterating with users, they launched Figma. It was the first design tool that

combined the accessibility of the web with the functionality and performance of a native desktop app.

Not everyone was as excited as Dylan and Evan were about this new way of working. Despite the product

benefits of a more open design process — seamless version control, real-time collaboration in the file,

and the ability to access designs from any browser or computer anywhere in the world — designers

raised concerns that more transparency and collaborators in the mix would lead to tighter deadlines, more

micro management, and an implicit loss of control over their craft. One person even said that if Figma was

the future of design, they were changing careers.

But as more designers and their teams started using Figma, they began to understand the benefits of

designing together in the browser. It was more fun working collaboratively in the same file; it was also

faster and more efficient to work in a single product that brought storage, asset creation, prototyping, and

other parts of the design toolchain into one place. The ability to easily share work with a URL led people

to bring collaborators into their files earlier, placing more emphasis on co-creation and less on the “big

reveal.” It also led Figma to spread quickly within companies and design communities globally, while

giving teams something they’d never had before: a single source of truth to access the most up-to-date

designs.

Today, the openness and accessibility that Figma helped pioneer is no longer a novelty; it’s the

expectation, a way of working that has spread across teams, tools, countries, and industries — and

transformed the way products are designed and built.

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From design tool to product development

platform

As Figma’s open and collaborative way of working pulled more people into the design process, we

expanded to serve the many roles and steps involved in going from an idea to a product in users’ hands.

The early investments we made in our browser-based platform have enabled us to rapidly introduce and

monetize new products.

•In 2021, we expanded our platform to serve earlier phases of the product development lifecycle

with the launch of FigJam, an online whiteboard for teams to brainstorm and ideate together.

FigJam grew organically out of the unexpected ways our community was using our first product

Figma Design to meet, connect, and brainstorm product ideas. We tailored FigJam to fit this use

case, creating a more welcoming and lightweight space for designers and their collaborators to

meet and brainstorm what to build together — using the core principles and primitives of Figma. A

Forrester study we commissioned found that companies using FigJam and Figma together

experience significant efficiency gains in the ideation phase and a return on investment of 328%.

•In 2023, we released Dev Mode, a dedicated space in Figma that helps teams more efficiently

translate design concepts into coded products. While Figma Design is built for more free-form

design exploration, Dev Mode is tailored to the very specific and structured needs of developers,

who, during the three months ended March 31, 2025, made up approximately 30% of our monthly

active users. Dev Mode organizes information and surfaces data like design specifications and

measurements in ways that are both useful and intuitive for developers. Building on years of

updates in Figma Design to bridge the gap between design and code, Dev Mode is designed to

improve cross-team communication and maximize efficiency at this crucial step in the product

development process.

•In 2024, we launched Figma Slides, a product for designers and their collaborators to drive

alignment through better-designed and more collaborative presentations. Figma Slides was born

from an organic use case in which our users were creating millions of slide presentations in

Figma Design. Seeing that pattern, a team of our employees drew up Figma Slides during our

annual “Maker Week” hackathon. Figma Slides marries the visual fidelity of Figma Design with

the playful interactivity of FigJam, making it easier for designers and non-designers to create

powerful presentations in the same space.

•In 2025, we doubled our product portfolio with the launch of four new products: FigmaSites,

Figma Make, Figma Buzz, and Figma Draw. Figma Sites is a product that lets you design a

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website and directly publish it to the web, with a custom URL. Figma Make is an AI-powered

product that turns a prompt into a fully functional prototype. Figma Buzz is a product for easily

creating social media assets, display ads, and other marketing materials at scale that are

consistent with your brand or visual identity. And Figma Draw provides a dedicated space for finer

vector editing required when drawing detailed iconography and product illustrations.

With the additions of these seven products over the last four years, Figma offers an increasingly end-to-

end platform for teams to go from idea to shipped product. Over time, we’ve seen teams adopt our

platform for more parts of their product development journey, as evidenced by the fact that 76% of Figma

customers were using at least two of our products during the three months ended March 31, 2025.

AI has the power to accelerate the process of going from idea to product even further by helping users of

all skill levels explore and iterate on ideas more quickly, while automating rote, repetitive tasks. Over the

last few years, we’ve launched AI features that help users generate editable user interfaces with a simple

prompt and rename layers in a design file or instantly summarize sticky notes from team meetings with a

single click.

Figma Make is the most recent launch that shows the potential of AI to accelerate product development,

as it helps users rapidly explore concepts by turning a conversational prompt — optionally augmented

with an existing Figma design — into a working prototype within minutes. This and other Figma AI

features currently rely on off-the-shelf foundational models, though we expect developments of our own

models to accelerate over time as we continue to make significant investments in AI.

Our community has also contributed to the expansion of Figma’s platform in ways that increasingly

position us at the center of design and product development workflows. They have created over 250,000

Community resources, including more than 10,000 plugins and widgets that allow users to customize their

workspaces and speed up their workflows using Figma’s publicly-accessible APIs. With the help of our

users and trusted partners, we have built a powerful, extensible ecosystem that keeps evolving to meet

the diverse needs of a growing global community and contributes to our growth.

Through close community ties and a relentless focus on innovation and meeting user needs, Figma has

grown to serve more people and parts of the process of helping teams turn ideas into shipped products

and experiences.

The opportunity ahead

In the 13 years since Figma’s founding, the amount of software in the world has exploded, and according

to a Gartner® forecast, worldwide software spending is expected to exceed $1.2 trillion in 2025.

Meanwhile, generative AI has made digital products more ubiquitous and much easier to build, with IDC

(8)     Per IDC, “apps are defined here as logical applications which include solutions that are entirely made up of brand-new software

but also solutions that leverage existing installed applications as providers of data, decision-making logic, and other services.”

(9)     To estimate our market opportunity, we took IDC primary research-informed models of the global workforce population

engaged in software design and then applied our internal pricing data to determine our total addressable market.

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estimating there will be more than 1 billion new apps in the world by 2028.8 As a platform that’s quickly

becoming a system of record for design and product development, Figma is well positioned to benefit

from this growth.

We believe that, in today’s world, design and a company’s brand matter more than ever. The explosion of

software means that companies must increasingly vie for customer attention, and it is the well-crafted,

thoughtfully-designed brands, products, and user experiences that will stand out from the rest. In addition,

companies are still in the early phases of incorporating AI into their products. We expect to see so much

innovation in the years to come around the design of new interfaces and interaction paradigms that are

truly AI-native. Like the shifts to mobile and the cloud, we believe broader usage and adoption of new

technologies will be fueled by great design.

We estimate that our total addressable market is $33 billion today across the “global workforce engaged

in software design,” as identified by IDC. We calculate our total addressable market based on internal

Figma data and the IDC Executive Spotlight sponsored by Figma, “Global Workforce Engaged in

Software Design Expands to 144 Million by 2029.” We commissioned this IDC Executive Spotlight, which

sizes the global number of participants involved in the product development process.9

Figma’s founding vision was to eliminate the gap between imagination and reality. Thirteen years later,

the shift from a physical economy to a digital economy, huge advances in AI, and our own evolution from

design tool to design and product development platform have combined to make this aspiration feel even

more within reach today than it was when we started. This vision inspires us to think bigger about the role

Figma can play in extending the power of design to more people, so that whoever you are, whatever you

want to design, you’ll be able to make it in Figma.

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Deep Dive: The product development

process in Figma

While our community has pushed Figma in all kinds of unexpected ways, our primary focus is to help

teams turn ideas into software. We started out as a relatively small part of this larger job to be done, but

Figma was always meant to be more than a tool for designing user interfaces.

We are a platform for design and product development. And while the workflow of creating software and

other digital products and experiences can take many paths and forms, the process has traditionally

involved the following key phases:

1.Ideate and Align. The team comes together to brainstorm different solutions to user problems

and align on a path forward.

2.Visualize. Designers, PMs, and others bring life to these ideas by visualizing them at different

levels of fidelity, which starts to give a sense of how the overall experience comes together.

3.Build. These ideas and visualizations are turned into code (most often by a developer) and made

production-ready.

4.Ship. The product is launched, so it can end up in users’ hands, and marketed, so more users

adopt it; this kicks off a continuous loop of learning, refinement, and improvement.

These phases have continued to shift as roles have blurred and advances in AI allow more people to

participate in the process of creating digital products and experiences. We see this in our own research,

which found that, as of May 2025, more than half of non-designers reported spending substantial time on

(10)    Data from a Figma survey of approximately 1,200 professionals working in digital product and marketing in the United States

conducted from March through May 2025.

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design-related work like visual exploration or mapping user flows.10  Over time, we’ve launched and

successfully monetized new products that bring more parts of the overall design and product development

process onto our platform.

Ideate and align with FigJam and Figma Slides

In the early phases of product development, teams come together to brainstorm ideas and eventually

align on potential paths forward. FigJam and Figma Slides are products we have built to facilitate these

activities.

FigJam is our product tailored for ideation, brainstorming, and rapid communication of ideas. Designed for

users of all skill levels, FigJam makes everything from personal projects to solo ideation to team meetings

more engaging and fun. This is made possible by facilitation features like timers and voting, but also fun

features that give participants more ways to express themselves, like ephemeral emoji reactions, a photo

booth that lets you take a quick selfie, or the ability to give high-fives. We also offer rich diagramming

capabilities to make it easy to convey more abstract ideas through user journeys or technical diagrams for

engineering. In FigJam, users can also use AI to generate templates for group brainstorms and

summarize meeting notes in seconds.

Figma Slides helps teams collaboratively make compelling, engaging presentations that drive and

maintain alignment. What makes this product especially effective for product teams is the way it marries

Figma’s powerful design features — such as the ability to embed prototypes, create high-fidelity

animations, or make detailed edits to mock-ups directly in a slide — with strong real-time collaboration

capabilities like seamless multiplayer editing and audience voting.

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Often, these products are used side-by-side — what starts in a brainstorm in FigJam can lead to a pitch

deck in Figma Slides. We aim to make the transition between these products easy with features like AI

that can turn FigJam stickies into a Figma Slides presentation.

Visualize with Figma Design and Figma Draw

As ideas become more concrete and teams align on a path forward, they move toward visualizing these

ideas at a higher fidelity. Often, they draw mock-ups to explore directions more deeply, or build realistic

prototypes to validate designs. Figma Design is where all of this happens.

Designers at this stage want the freedom to rapidly explore concepts and express their ideas fully without

being constrained by the tools they’re using. This is why Figma Design offers a wide range of features

that make it possible to visualize ideas with high fidelity, including typography features or vector editing

capabilities that add texture and dimension to designs. In some cases, designers want to make more

detailed, finer edits to key assets in their design, like icons and product illustrations. For these users,

we’ve created Figma Draw, which is a dedicated space for vector editing within Figma Design.

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To facilitate rapid exploration and iteration at this stage, these tools have a strong focus on ergonomics

and efficiency. Our AI features are examples of this. By automating tedious, repetitive tasks like removing

backgrounds from images or renaming layers in the design, or filling the mock-ups with realistic content to

more closely resemble the final product that ends up in users’ hands (rather than lorem ipsum, for

example). First Draft is an AI feature that allows users to go from blank canvas to editable user interfaces

with a simple prompt.

As designs begin to solidify, designers also seek to add more structure to the design that better maps to

the constraints and requirements of a production environment. Figma Design offers a rich set of “design

systems” features in service of this: capabilities that allow teams to define flexible, reusable building

blocks that make it easy for anyone to assemble a design without ever starting from scratch. We’ve found

that teams are motivated to invest deeply in design systems, as their primary benefit is creating efficiency

and consistency at scale. Teams save time by no longer needing to constantly worry about pixel-level

details, and design systems help remove translation errors between designers and developers by sharing

the same building blocks and language across design and code.

More often than not, though, a static visualization of an idea isn’t enough to validate a direction. That’s

why users take advantage of Figma’s rich prototyping capabilities, which let users string together different

screens into a dynamic, interactive flow. These prototypes are often circulated within an organization to

socialize an idea or put in front of customers in user testing to validate a particular concept in a more

realistic way.

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Build with Dev Mode

Once the designs are ready, it’s time to translate them into code. Dev Mode is our dedicated space for

developers where this translation occurs, built to streamline the back and forth between design and

engineering and reduce the miscommunication that often happens during this step.

In Dev Mode, developers can inspect the designs to see key details most relevant to them, like special

annotations left by designers, documentation about the components used, or what’s changed since they

last saw the design.

Importantly, developers can choose to view these designs in the format they understand most: code. Dev

Mode generates platform-specific, ready-to-use code from the designs that developers can directly copy;

teams can also connect their design systems to their codebase via Code Connect which helps ensure the

code snippets developers see are correct, familiar, and production-ready.

Recently, we’ve also added our own MCP server to Dev Mode, which allows developers to connect an

agent in their code editor directly to designs in Figma. Developers can ask the agent to inspect the design

and use this context to convert it into working code in their codebase.

A traditional design-to-development handoff process often involves a spec or document that can quickly

get outdated as teams continue to iterate on designs. One of Dev Mode’s key value propositions is

allowing designers, developers, and even agents to work in the very same file while giving each a

different view of the work tailored to their respective needs. This helps maintain a single source of truth

that literally keeps everyone on the same page.

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Ship with Figma Sites, promote in Figma Buzz

The last step of any product development process is shipping the code that’s been written to production,

to get your product launched. Figma Sites represents our first offering that ships a design directly to

production, by allowing you to publish a design as a working website, with a URL of your choice, that

anyone in the world can access.

Figma Sites includes features that help make designs production-ready for the web, like breakpoints that

make websites responsive across different window sizes and devices. It also supports the ability to

augment designs with code (via a feature called code layers) to help make more powerful, dynamic

experiences, like adding special motion effects or an interactive form, that would otherwise have been

impossible to build with just a design tool. Figma Sites also includes a CMS that makes it easy for anyone

to make changes to the content on a website, like a blog post or the price of an item being sold on the

site, without worrying about breaking the underlying code or design.

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Once a product has been shipped to production, the last step is to actually promote it, to ensure existing

and prospective users are aware of the value of what’s launched. This is where Figma Buzz comes in —

a tool that makes it easy to create on-brand marketing collateral, like social media assets, digital ads, and

more.

Similar to Figma Slides and FigJam, Figma Buzz is designed for users of any skill level. Figma Buzz

makes iteasy to take a template and edit its contents, or create assets in bulk from templates (e.g., for

multiple locales or different social media platforms). The product simplifies the collaboration between a

brand designer and a marketer. Designers are able to access the more sophisticated tools necessary to

set up a beautiful template, while marketers can make edits to the simpler view of the content without

worrying about “messing up” the design. In addition to these template capabilities, Figma Buzz has a slew

of other features that marketers may need, like AI features to edit text and images, or easy ways to

generate hundreds of assets from data in a spreadsheet.

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Ideate, visualize, build, and ship — all at once, with Figma Make

We believe AI is fundamentally transforming the product development process by making it possible for

anyone to quickly turn an idea into a functional prototype, or in some cases, a working product. Figma

Make is our product for this new paradigm.

Instead of going from idea to wireframe to mock-up to prototype iteratively, Figma Make lets users go

directly from prompt to working prototype, at which point they can immediately validate an idea and

choose to iterate on it, or discard it altogether. Like Figma Sites, what’s created in Figma Make —

whether it is a dynamic prototype or web app — can be published to a URL for anyone to use.

While it’s possible for AI to get to working software with a simple prompt, we believe that the most

important differentiator is craft — ensuring that the product looks, feels, and works “just right.” We’ve

designed Figma Make to offer fast and powerful ways to iterate and refine its output. Users are free to

use the best way to improve the design of their product, whether via further prompting, editing code

directly, or visual manipulation. They are also able to easily reference their designs in Figma Design (via

copy-paste or importing) to ensure the output feels consistent and familiar, taking heavy inspiration from

existing styles and patterns.

With Figma Make, we believe even more people will be able to create functional, dynamic prototypes and

software, as it lowers the floor to let absolutely anyone transform their idea into something that works. At

the same time, it raises the ceiling of what’s possible by giving people access to capabilities that weren’t

possible in their current tools, whether that’s allowing designers to tap into the power and expressiveness

of code, or allowing developers to enjoy the freedom and speed of visual manipulation.

The benefits of combining rapid prototyping with a highly performant and sophisticated design tool give

users the best of both worlds: the ability to move quickly while having access to the tools needed to refine

the design.

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An integrated design and product development platform

These products come together to serve more parts of the software development lifecycle and truly push

something from an idea all the way to a final product. With these products, Figma has become a design

and product development platform that houses everything from the initial brainstorm to the pitch deck to

the design spec to the final implementation.

Underlying each of our products is the same DNA that makes them uniquely Figma. Each of these

products is built from the ground up with multiplayer in mind — built for the browser with the power of

WebGL to allow our users to engage in real-time collaboration and seamless sharing as team members

work simultaneously in the same document. Each of these products is supercharged with AI capabilities

— ranging from automating rote tasks (like summarizing brainstorms, wiring up prototypes, enhancing

images, or filling mock content) to unlocking new superpowers (like dreaming up brand new designs from

a singular prompt). Each of these products allows for seamless interoperability — making it possible to

allow content to move fluidly between products and modes, or for different personas to have views of the

same content that are tailored to their needs and roles. And all of them are built with extensibility in mind

— allowing our users to leverage our APIs and plugin architecture to customize their experience to their

specific needs, like connecting designs to their own tools, databases, and codebases.

As we’ve built out these new tools, we’ve simultaneously invested in our platform infrastructure, giving us

the ability to incubate, test, and launch new products more easily. While our primary focus will remain on

product teams building software, we believe we have the ingredients needed to explore adjacencies over

time.

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Our Community

We exist to serve anyone designing and building products and digital experiences. Customers of all sizes,

spanning industries and geographies, bring their work to life in Figma.

We have focused on creating deep ties with our users and customers since day one. In Figma’s early

days, this meant our founders making house-calls to customers’ offices to troubleshoot a product issue; or

traveling to Nigeria to visit a growing group of Figma users. Our deep community focus has helped fuel

the creation of more than 200 Friends of Figma chapters across the world — from Lagos to Los Angeles

— that organized over 650 events in 2024. Together, they share and collaborate on work, either in person

or virtually on Figma’s Community resources platform. Many spend hours a day in our products as part of

their day jobs and side hustles. Some even get Figma tattoos.

We engage with our community through in-person and virtual touchpoints. Config — our annual

conference that started in 2020 — brings thousands of designers, developers, and product teams to San

Francisco to meet, learn, and get inspired. Our always-on programming, like product livestreams,

community meetups, and our leadership collective events, engage a broad range of customers from

students to executive leaders. And our lively product forums, social channels, and hundreds of Friends of

Figma chapters around the world create active dialogue around our products and provide a peer network

for support.

We know how unique it is for a software company to have such a strong and passionate community

championing its products. This vast, growing, and global community has a deep shared identity as

designers and product builders. Their voices are essential to our own product development process,

pushing the bounds of our existing products and inspiring us to make new ones.

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We believe building for and with our users drives revenue and long-term loyalty. The close ties we have

developed with our community since day one have opened lines of communication ingrained in how we

work, helping us respond quickly to customer feedback and innovate for customer needs.

Our Culture

The Figma team (we call ourselves Figmates) is a group of builders, makers, and tinkerers with deep

connections to our users and a passion for building and shipping. We are able to attract incredible talent

because we have the opportunity to shape how teams around the world design and build products.

We feed this maker spirit in many ways including an annual company-wide Maker Week — a full week we

set aside for Figmates to pitch, develop, and execute on new ideas or projects with one another. The only

requirement is that the ideas benefit Figma in some way. A number of products, features, and projects

were born during Maker Week such as Figma Slides, multi-edit, several FigJam features, and our

extensibility API. As these examples show, great ideas can come from anywhere, and any Figmate can

drive impact, regardless of their level or tenure. We find this way of working makes our culture unique and

helps us attract and retain employees with builder DNA.

We drive Figma’s culture by embedding our five cultural values into how we work day to day. These

values serve as an operating system for decision-making and organizational behavior. We chose them to

be in tension with one another and their relative importance varies at different times. Taken together, they

paint a clear picture of what we value and why.

1.Build Community: We’re multiplayer people, and we love the weird, wonderful magic that

happens when humans connect. We bring people together so they can bring new ideas to life.

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2.Love Your Craft: We build for builders, and try to make complex things feel simple. In our

products and process, we invest in the details few people see, but everyone feels.

3.Run With It: When you see something that needs doing, do it. When you have a great idea, run

with it. Tackle big, scary, exciting challenges like Figma’s future depends on it. Because it does.

4.Grow As You Go: Everyone’s a work-in-progress, and we’re here to help each other grow. So

along with ❤ and , we share the direct feedback we all need to become great at what we do.

5.Play: Playing is learning. We embrace spontaneous, unstructured exploration — because that’s

where we find our best ideas.

Lastly, in line with our Grow As You Go value, listening to feedback across every touchpoint with users

and customers is deeply embedded in our culture and how we work.

Our Business Model

Our subscription model is designed to meet the diverse and evolving needs of our growing community

and customer base. Access to Figma is sold as an annual or monthly subscription, per seat. Everyone

from independent freelancers to entire product teams at Fortune 500 companies design and build

products and digital experiences in Figma. We offer different seats and plans tailored to the specific

security, product, and administrative needs of different users, organizations, and industries.

To meet our users where they are, we offer a variety of ways to try, use, and purchase Figma.

•We have an automated and highly efficient self-service option, available through Figma.com. To

support our self-serve offering, our marketing team utilizes organic and paid channels to drive

awareness and usage of all of our products.

•We have a direct sales process through which we partner with customers to set up new accounts,

upgrade customers across plans, and expand existing accounts.

Plans

Our plans range from a more limited free offering to more advanced plans built in partnership with our

customers that meet the specific needs of the larger organizations using our platform.

•Our Starter plan is free and is designed for working on personal projects. It provides an easy

way for new users to try our design and collaboration tools.

•Our Professional plan is designed for individuals and small teams. It provides access to

unlimited files and projects, as well as design libraries for a single team.

•Our Organization plan is designed for businesses with multiple teams. The functionality on this

plan allows everyone to collaborate in one Figma workspace while keeping everything safe and

secure with centralized admin and security features.

•Our Enterprise plan is designed for businesses managing multiple products or brands. This plan

provides custom team workspaces, automated design system management, and enterprise-level

controls and compliance.

(11)    The Content seat was announced in May 2025 and is not yet available. Figma Sites CMS is currently in beta and seat access

may change once it becomes generally available.

(12)    Figma Make, Figma Buzz, Figma Draw, and Figma Sites are currently in beta. Seat access with respect to these products may

change once they become generally available.

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Seats

Rather than a one-size-fits all approach, we offer different seats tailored to specific user needs and

workflows. At the same time, we also see roles continuing to blur as the product-development process

keeps evolving.

•The Viewer seat allows users to view files and leave comments for free.

•The Collab seat gives access to FigJam and Figma Slides.

•The Content seat gives access to Figma Buzz, Figma Sites CMS, FigJam, and Figma Slides.11

•The Dev seat gives access to Dev Mode, in addition to Figma Buzz, Figma Sites CMS, FigJam,

and Figma Slides.

•The Full seat gives access to all of Figma Design, Figma Draw, Figma Make, Dev Mode, Figma

Buzz, Figma Sites, FigJam, and Figma Slides.12

Over time, we expect to introduce products and services that may be billed differently than on a per seat

basis, such as an add-on or pricing with limits on feature usage. We believe these additional options can

provide users with flexibility in how they use and pay for products and features. We also expect that this

type of billing may be less predictable than subscription-based revenue.

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Our Go-To-Market Motion

The combination of Figma’s reputation as a product design leader, the product virality inherent to Figma’s

collaborative and browser-based platform, and our integrated marketing efforts have successfully driven

awareness and adoption. Over time, many of our users grow with us into larger, managed accounts that

often include more seats and more products for users within their organizations. During each of the year

ended December 31, 2024 and the three months ended March 31, 2025, approximately 70% of new

Organization and Enterprise plan customers included at least one user who was previously a member of

a Professional plan.

The value Figma’s products have created for our community has helped us earn their trust and support.

It’s not uncommon for Figma users, particularly those who are active members of our community, to

champion the collaborative, design-led way of working that Figma offers to their teams.

While our product-led, bottoms-up adoption contributes to our growth, our direct sales motion helps us

serve larger customers. Our global sales and marketing teams work hand-in-hand with Figma’s

expanding network of customer champions to scale our products within organizations and increase

adoption across plans. In addition to word-of-mouth, our marketing efforts include a variety of digital and

in-person channels that bring new users to our platform. We support new users in the discovery phase by

sharing content across channels like livestreams, YouTube, social media, in-product, and by email. These

resources help new users explore and understand the capabilities of our products.

Our integrated sales motion is collaborative by design, bringing both customer champions and Figmates

with deep product expertise into the conversation. Our sales team works closely with solutions

consultants, who understand how Figma’s products map to specific customer needs, and designer and

developer advocates with deep technical understanding of our products and close ties to the communities

we serve. While approximately 70% of our revenue for each of the year ended December 31, 2024 and

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the three months ended March 31, 2025, came from customers on Organization and Enterprise plans, we

continue to build features and products designed to create value for all of our customers.

We believe exceptional customer support is core to a great product experience. This is why we have built

a global support function that provides customer assistance in multiple languages for all paid users. We

encourage all Figmates, including our executive team, to speak with customers and understand their

feedback, whether it’s in person or online. You’ll often see leaders across the company dive into and work

to actively resolve customer issues raised in support forums or on social platforms. Our customer support

associates also use the latest in AI to solve customer needs quickly and efficiently.

Figma’s partner ecosystem, which includes product integrations and distribution partnerships, drives

further retention and adoption of our platform. Through collaborations with companies like Microsoft,

Atlassian, Zoom, Notion, and Linear, and integrations with tools like GitHub, Visual Studio Code, and

Storybook, users are connected to Figma from within their existing workflows. These partnerships

generate awareness and cultivate lasting engagement. Certified service partners around the globe also

provide training, enablement, and specific project support for customers. Additionally, Apple, Google

Material Design and other organizations make their design resources available natively through Figma’s

user interfaces to facilitate users designing and developing for their respective platforms.

From the beginning, Figma’s Professional plan has been free for educators and students through our

Figma for Education program. This includes higher education institutions, bootcamps, and workshops. We

also make Figma’s Organization plan available for free for K-12 students and educators to help develop

the next generation of product builders.

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Growth Strategy

We have focused on building a company for the long-term since day one. We will keep investing in our

platform across our key growth levers.

•Maintaining our rapid and proven pace of product innovation: Since launching our core

product Figma Design in 2015, we have expanded our platform to serve more parts of the product

development process with FigJam, Figma Slides, Figma Draw, Figma Make, Dev Mode, Figma

Sites, and Figma Buzz. We’ve also integrated AI functionality extensively across our platform—

from standalone products like Figma Make to native AI features that automate rote, repetitive

tasks in FigJam and Figma Design, to our Dev Mode MCP server, which allows developers to

bring context from Figma into agentic coding tools, resulting in a more efficient and accurate

design-to-code workflow.

We have also added powerful features and functionality within existing products like widgets and

improved diagramming in FigJam; auto layout, grids, multi-edit, variables, and interactive

components in Figma Design; Code Connect, annotations, and status updates in Dev Mode; as

well as object animations and video capabilities, and code layers to bring AI into Figma Sites. In

2024 alone, we shipped 180 new features and updates. At the same time, we have worked to

improve the speed, reliability, and overall performance of our underlying infrastructure.For

example, we improved the median load time for the largest files on our platform by approximately

45% between the quarters ended March 31, 2023 and March 31, 2025. Our proven pace of

innovation and commitment to continuous improvement help our customers do even more, faster

in Figma.

Approximately 46% of employees were in research and development as of March 31, 2025. We

will continue investing significantly in our platform and team so that we can continue to deliver

new products and capabilities to customers.

•Converting new and existing users into Paid Customers: We believe companies of all sizes

need to interact with their customers through software and other digital products to stay

competitive. Customers are building apps and websites, and in many cases their entire digital

relationship with their customers in Figma. Companies have also used Figma to design and build

internal software applications and tools for frontline employees, in-office knowledge workers, and

everyone in between.

Our range of plans offer options for all types of users, including a free Starter plan. We also have

a free offering for students and educators. Our Starter plan makes it easy for anyone to quickly

get started with Figma and experience the benefits of our platform. More advanced functionality is

available on our paid plans, including features like shared libraries and custom workspaces.

These features are designed to meet the specific and complex needs of teams, creating a

compelling reason for our free users to convert into paying customers.

•Growing within current customers: Figma’s user base grew organically as more people began

to participate in the design and broader product development process. We have also been able to

grow and expand within our existing customer base by introducing new products that meet

specific user needs and serve different parts of the product development process. For example,

while developers made up a large portion of Figma’s user base since the beginning, we knew that

Figma was not fully meeting their needs. In response, we built Dev Mode, which is tailor-made for

developer audiences and built with their specific ways of working in mind. Marketers have long

used Figma, and we introduced Figma Buzz to allow them to create on-brand assets at scale.

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Our Net Dollar Retention Rate of 132% as of March 31, 2025 shows the natural expansion of our

platform and the adoption of new products by our customers. While 78% of the Forbes Global

2000 used Figma in March 2025, only 24% spend more than $100,000 in ARR on Figma as of

March 31, 2025. This represents a significant opportunity for growth moving forward.

•Extending our platform: We continue to invest in the extensibility of Figma’s platform as a way

to create more value for our users. In 2019, we introduced the ability to build plugins in Figma

Design that help teams fully connect their workflows, bring in real data, and accelerate their

design process. In 2021, we expanded this plugin capability to FigJam, along with the ability to

build custom interactive widgets that enable collaborative and interactive experiences, like voting,

polls, and on-canvas games. In 2025, we made plugins available for Figma Slides. Our

Community platform invites Figma users to share and use widgets and plugins that help extend

the power and functionality of Figma. And we have a number of product integrations that make

users’ workflows more seamless and in line with their needs.

•Expanding our international footprint: Our business has been global from the start. During the

three months ended March 31, 2025, approximately 85% of our monthly active users were based

outside of the United States but only 53% of our revenue came from non-U.S. markets during the

same period, which we believe represents an opportunity for us to continue to drive growth and

expansion. As of March 31, 2025, our product is currently available in English, Japanese,

Spanish, Korean, and Portuguese; we accept five currencies; our marketing and support

channels are available in six languages; and we had nine offices in seven countries, with local

staff spread across 13 countries and five continents. We will continue to invest in localizing our

products and in our international operations to meet our customers where they are.

•Making strategic acquisitions and investments: We have made more than ten acquisitions

since Figma’s founding. Our corporate development framework evaluates opportunities from

small acqui-hires to scaled product acquisitions. We have a history of integrating our acquisitions

to accelerate growth. For example, an acquisition we made in 2021 seeded the team that built

Dev Mode. We will build on our track record of integrating teams to accelerate our roadmap and

to expand our platform.

We also created Figma Ventures as a way to invest in teams building incredible products. In

addition to supporting great companies, we believe that Figma Ventures can help grow the

broader ecosystem and allows us to learn about new tools and ways of working, continuing to

push how we can partner with these companies. As of March 31, 2025, Figma Ventures had

invested in 18 companies.

Security, Privacy, and Data Protection

We have worked hard to build deep ties and trust with our users, and we invest significant time and

resources to protect the privacy and security of our customers’ data.

Security

We devote considerable resources to our security program so that organizations on our platform have

confidence in our custodianship of their data. Our security program is regularly audited by qualified

independent external auditors against recognized audit standards such as ISO 27001 and SOC 2 Type II

(each defined below), as well as by the organizations on our platform.

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Our security program consists of the following:

•organizational security including personnel security, security and privacy training, a team of

dedicated security professionals, policies and standards, separation of duties, regular audits,

compliance activities, and third-party assessments;

•secure-by-design principles by which we assess the security risk of each software development

project according to our secure development lifecycle and create a set of requirements that must

be met before the resulting change may be released to production; and

•a public bug bounty program to facilitate responsible disclosure of potential security vulnerabilities

identified by external researchers and reward them for their verified findings.

The focus of our security program is to prevent unauthorized access to the data of organizations on our

platform. Our team of security practitioners, working in partnership with peers across Figma, work to

identify and mitigate risks, implement best practices, and continue to evaluate ways to improve. These

steps include data encryption in transit and storage, network security, classifying and inventorying data,

limiting and authorizing access controls, and multi-factor authentication for access to systems used to

provide our platform to customers. We also employ regular system monitoring, logging, and alerting to

retain and analyze the security state of our technology infrastructure.

In addition, our security program has achieved several internationally-recognized certifications and

industry standard audited attestations of our security controls and maintains a number of compliance

programs.

The International Organization for Standardization (“ISO”) has developed a series of standards for

information security and related areas, and we have received the following ISO certifications:

•ISO/IEC 27001 (Information Security Management);

•ISO/IEC 27701 (Privacy Information Management);

•ISO/IEC 27017 (Security Controls for the Provisions and Use of Cloud Services); and

•ISO/IEC 27018 (Protection of Personally Identifiable Information).

Service Organization Controls (“SOC”) are standards established by the American Institute of Certified

Public Accountants for reporting on internal control environments implemented within an organization. We

have completed SOC 2 and SOC 3 examinations.

We are a member of the Cloud Security Alliance (the “CSA”). The CSA Security, Trust, Assurance, and

Risk Registry (the “STAR”) is a publicly-accessible registry that offers a security assurance program for

cloud services, helping organizations assess the security posture of cloud providers they currently use or

are considering using. We meet the requirements of the STAR Level 1 Self-Assessment.

FedRAMP is a U.S. government program that provides a standardized approach to security assessment,

authorization, and continuous monitoring for cloud products and services and allows federal agencies to

accelerate cloud adoption initiatives. We have achieved a FedRAMP Authority to Operate at the

moderate impact level, issued by the General Services Administration, for our Figma for Government

offering.

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Privacy and Data Protection

The privacy and protection of customer and employee data is important to our platform’s continued

growth and success. Privacy is a shared responsibility among all our employees, but we also have a

dedicated privacy team that builds and executes on our privacy program, including the management of

data protection impact assessments, and periodic privacy and security training for our employees. Our

privacy, security, and legal teams work together to conduct product and feature reviews, data inventory,

and support for data protection and privacy-related requests.

We receive, store, process, share, and transfer personal data from individuals including our employees,

customers, and the employees of our customers and third-party vendors including payment card

information. We are therefore subject to U.S. (federal, state, local) and international laws and regulations,

including in the EEA and the UK, regarding data privacy, security, and our use of such data.

In relation to Figma Design and FigJam, we certify ourselves against Level 2 of the EU Cloud Code of

Conduct, and our assessment report is available for download on both the EU Cloud Code of Conduct

Registry and CSA STAR Registry. The EU Cloud Code of Conduct translates GDPR requirements into

practical guidelines for Cloud Service Providers, offering cloud-specific approaches, recommendations,

and a roadmap that aligns with GDPR and international standards like ISO 27001 and ISO 27018. We

also maintain a self-certification under the EU-US DPF, the UK Extension to the EU-US DPF, and Swiss-

US Data Privacy Framework and also put in place the SCCs and/or the UK Information Commissioner’s

Officer’s Addendum to the SCCs as required for the transfer of personal data.

Our Employees

As of March 31, 2025, we had a total of 1,646 Figmates, a substantial majority of whom work in the

United States, in addition to employees working in Australia, Canada, Japan, Singapore, the UK, France,

Germany, and other locations across Europe. To our knowledge, none of our employees are currently

represented by a labor union. In certain countries in which we operate, we are subject to, and comply

with, local labor law requirements which may automatically make our employees subject to industry-wide

collective bargaining agreements. We supplement our workforce with contractors and consultants. We

have not experienced any work stoppages.

Figma has invested substantial time and resources into building a highly-talented team. Our success is

highly dependent on our management and employees, and it is crucial that we continue to attract and

retain top talent. To facilitate the attraction and retention of top talent, we strive to make Figma a place

where everyone can do their best work, with opportunities for our employees to grow and develop in their

careers.

Competition

Our industry is growing, highly competitive, and rapidly evolving. Our platform addresses a broad range of

needs for designing and building software. We face competition from a number of companies. This

ranges from companies that cater to multiple stages of the design and development process to point tools

that address specific parts of the process but can expand to cover more. Our competitive set also

includes design-to-code and AI-driven companies and tools that compress or accelerate steps in the

workflow or take a different approach to building digital experiences, as well as customized or internal

solutions used by our customers or potential customers.

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We believe that the principal competitive factors in our industry include:

•breadth of platform and product offerings;

•ease of deployment and use of applications;

•ability to collaborate with other users;

•product features, quality, and functionality;

•ability to automate processes;

•ability to integrate with other applications and systems;

•capability for customization, configurability, integration, security, compliance, scalability, and

reliability of applications and solutions;

•vision for the market;

•speed and consistency of product innovation;

•size of customer base and level of user adoption;

•pricing and total cost of ownership;

•strength of sales and marketing efforts;

•brand awareness and reputation;

•an engaged global community of users; and

•customer experience, including support.

We believe we compete favorably with our competitors on the basis of the factors described above.

Intellectual Property

Our intellectual property is an important aspect of our business and helps us to maintain our competitive

position. To establish and protect our rights in our proprietary technology, we rely on a combination of

patent, copyright, trade secret, and trademark laws, and contractual restrictions such as confidentiality

agreements, licenses, and intellectual property assignment agreements.

As of March 31, 2025, we owned the following issued patents and patent applications related to the

business: 15 issued U.S. patents, 64U.S. patent applications, and 62 non-U.S. pending patent

applications. Our issued U.S. patents, and any patents that may issue from our pending U.S. patent

applications, are scheduled or likely to expire at dates ranging between 2034 and 2044, which may

exclude any additional term for patent term adjustments or extensions. To protect our brand, as of March

31, 2025, we owned a trademark portfolio comprised of 89 registered trademarks and 16 trademark

applications pending with filings in 27 countries, Hong Kong, and the EU. Finally, we have registered

domain names for websites that we use or hold for use in our business, including our primary website

www.figma.com.

Figma controls access to our intellectual property and confidential information through internal and

external controls. We maintain a policy requiring our employees, contractors, consultants, and other third

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parties to enter into confidentiality and proprietary rights agreements. These agreements control access

to, use of, and non-disclosure of, our proprietary information. No assurance can be given that these

agreements will be effective in controlling access to, and non-disclosure and use of, our proprietary

information. We intend to pursue additional intellectual property protection to the extent we believe it

would be beneficial and cost effective. Despite our efforts to protect our intellectual property rights, they

may not be sufficient, effective, or respected in the future, or may be circumvented or challenged, which

could result in such rights being narrowed in scope or declared invalid or unenforceable. In addition, the

laws of various foreign countries where our products are distributed may not protect our intellectual

property rights to the same extent as laws in the United States.

Regulatory Matters

We are subject to the laws and regulations of various jurisdictions and governmental agencies affecting

our operations and the sale of our platform in areas including, but not limited to: intellectual property; data

privacy and security requirements; AI; tax; import and export controls; anti-bribery and corruption;

economic and trade sanctions; national security and foreign investment; competition; advertising;

employment; product regulations; and consumer laws.

See the section titled “Risk Factors” for additional information regarding risks we face related to regulatory

matters.

Facilities

We are headquartered in San Francisco, California, where we occupy approximately 98,000 square feet

of office space pursuant to a lease that is expected to expire in 2028, subject to the terms thereof. We

also lease or purchase service memberships to additional facilities in New York, New York; London, U.K.;

Berlin, Germany; Tokyo, Japan; Paris, France; Singapore; Seattle, Washington; and Sydney, Australia.

These offices are leased and we do not own any real property.

We believe that our current facilities are adequate to meet our current needs and that, should it be

needed, suitable additional or alternative space will be available to accommodate our operations.

Legal Proceedings

We are not currently a party to any material pending legal proceedings, including unresolved regulatory

investigations and inquiries. From time to time, we may be subject to legal proceedings and claims arising

in the ordinary course of business. The results of any current or future litigation cannot be predicted with

certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense

and settlement costs, diversion of management resources, and other factors.

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Management

Executive Officers and Non-Employee

Directors

The following table provides information regarding our executive officers and non-employee directors as

of July 1, 2025:

Name	Age	Position(s)
Executive Officers:
Dylan Field.........................................	33	Chair of our Board of Directors, Chief Executive Officer, and President
Praveer Melwani................................	35	Chief Financial Officer and Treasurer
Brendan Mulligan..............................	42	General Counsel and Secretary
Kris Rasmussen................................	42	Chief Technology Officer
Shaunt Voskanian.............................	42	Chief Revenue Officer
Non-Employee Directors:
Mamoon Hamid(1)(2)...........................	47	Director
Kelly A. Kramer(1)(2)...........................	57	Director
John Lilly(1)(3)(4)...................................	54	Director
William R. McDermott ......................	63	Director
Andrew Reed(3)..................................	35	Director
Danny Rimer(2)(3)................................	54	Director
Lynn Vojvodich Radakovich(1)(2)......	57	Director

__________________

(1)Member of the audit committee.

(2)Member of the compensation committee.

(3)Member of the nominating and corporate governance committee.

(4)Lead independent director.

Executive Officers

Dylan Field is our Co-Founder and has served as our Chief Executive Officer, President, and a member

of our Board of Directors since October 2012, and Chair of our Board of Directors since April 2025. Mr.

Field attended Brown University for two and a half years before accepting a Thiel Fellowship to pursue

entrepreneurial projects. We believe Mr. Field is qualified to serve as a member of our Board of Directors

because of his operational expertise, industry knowledge, leadership, and the continuity that he brings to

our Board of Directors as our Co-Founder, Chief Executive Officer, and President.

Praveer Melwani has served as our Chief Financial Officer since March 2022 and Treasurer since

February 2024. Mr. Melwani previously served as our Head of Business Operations and Finance from

July 2017 to March 2022. Mr. Melwani previously held positions in Business Operations at NerdWallet,

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Inc., a financial technology company, from September 2016 to June 2017, in Strategic Finance at

Dropbox, Inc., a cloud-based data technology platform, from February 2014 to September 2016, and in

investment banking at Union Square Advisors, an investment bank, from July 2012 to January 2014. Mr.

Melwani holds a B.A. in Business Administration from Ivey Business School at Western University.

Brendan Mulligan has served as our General Counsel and Secretary since February 2024. Mr. Mulligan

previously served as our VP of Legal from April 2022 to January 2024 and as our Director of Legal from

July 2019 to March 2022. Prior to that, Mr. Mulligan held legal positions of increasing responsibility at

Uber Technologies, Inc., a technology platform company, from September 2014 to July 2019. From

November 2010 to September 2014, Mr. Mulligan served as an Associate at Morrison & Foerster LLP, a

global law firm. Mr. Mulligan holds a J.D. from Columbia Law School and a B.S. in Animal Physiology and

Neuroscience from the University of California, San Diego.

Kris Rasmussen has served as our Chief Technology Officer since March 2022. Mr. Rasmussen

previously served as our Vice President of Engineering from April 2017 to March 2022. Prior to that, Mr.

Rasmussen served as an Engineering Lead at Asana, Inc., a software development company, from April

2010 to June 2013, as Co-Founder of RivalSoft Inc., a business-to-business mobile application company,

from February 2007 to June 2010 and as Chief Architect at Aptana, Inc., a web application company,

from August 2008 to April 2010. Mr. Rasmussen holds a B.A. in Computer Science from the University of

California, Los Angeles.

Shaunt Voskanian has served as our Chief Revenue Officer since October 2021. From January 2018 to

October 2021, Mr. Voskanian served in various sales leadership roles at Datadog, Inc., a cloud

technology company, including as Senior Vice President of Global Sales from January 2021 to October

2021, Vice President of Sales, America and EMEA, from January 2020 to January 2021, and as Vice

President of Sales, Americas, from January 2018 to January 2020. From August 2014 to January 2018,

Mr. Voskanian served in various sales roles at Oracle Corporation, a computer technology company. His

prior experience also includes sales roles at Google Inc., a technology company, Citrix Systems, Inc., a

computer technology company, and Experian plc, a data analytics and consumer credit reporting

company. Mr. Voskanian holds a B.S. in Communications from Boston University.

Non-Employee Directors

Mamoon Hamid has served as a member of our Board of Directors since December 2017. Mr. Hamid

has served as a Managing Member at Kleiner Perkins, a venture capital firm, since August 2017. Prior to

joining Kleiner Perkins, Mr. Hamid was Co-Founder and General Partner at Social Capital LP, a venture

capital fund, from October 2011 to August 2017. He currently serves on the boards of directors of several

privately held companies. Mr. Hamid holds a B.Sc. in Electrical and Computer Engineering from Purdue

University, an M.Sc. in Management Science & Engineering from Stanford University, and an M.B.A. from

Harvard Business School. We believe Mr. Hamid is qualified to serve as a member of our Board of

Directors because of his extensive experience in the technology and venture capital fields, including his

experience as a director of several privately held companies in the technology industry.

Kelly A. Kramer has served as a member of our Board of Directors since December 2021. From January

2015 to December 2020, Ms. Kramer served as Executive Vice President & Chief Financial Officer of

Cisco Systems, Inc. (“Cisco”), a technology company, where she previously served in finance roles of

increasing responsibility from January 2012 to January 2015. From February 2002 to February 2012, Ms.

Kramer served in various finance roles at GE Healthcare Systems, including as Vice President & Chief

Financial Officer, as well as in various finance roles at GE Healthcare Diagnostic Imaging and GE

Healthcare Biosciences, all divisions of General Electric Company, a multinational conglomerate focusing

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on aviation, power, renewable energy, and digital industry. Ms. Kramer also has served on the boards of

directors of Coinbase Global, Inc., a technology company, since December 2020, Snowflake, Inc., a

cloud-data platform company, since January 2020, and Gilead Sciences, Inc., a biopharmaceutical

company, since August 2016. Ms. Kramer holds a B.S. in Mathematics from Purdue University. We

believe Ms. Kramer is qualified to serve as a member of our Board of Directors because of her extensive

financial and management experience.

John Lilly has served as a member of our Board of Directors since December 2014. Mr. Lilly has served

as a General Partner and Venture Partner at Greylock Partners, a venture capital firm, since January

2011. Prior to joining Greylock Partners, Mr. Lilly held roles of increasing seniority at the Mozilla

Corporation, a technology company, from 2005 to 2010, including as Chief Executive Officer from

January 2008 to December 2010. Prior to joining Mozilla Corporation, he co-founded and held executive

leadership positions at Reactivity, a software company acquired by Cisco in August 2007. Previously, he

held staff positions at Apple, Sun Microsystems, and Trilogy Software. He currently serves on the board

of directors of Duolingo, Inc., an education technology company. Mr. Lilly is also a Lecturer at Stanford’s

Graduate School of Business. Mr. Lilly holds a B.Sc. in Computer Systems Engineering and an M.Sc. in

Computer Science, both from Stanford University. We believe Mr. Lilly is qualified to serve as a member

of our Board of Directors because of his executive leadership experience and extensive experience with

the venture capital and technology industries.

William R. McDermott  has served as a member of our Board of Directors since July 2025. Mr.

McDermott has served as Chief Executive Officer and President at ServiceNow, Inc., a public digital

workflow company (“ServiceNow”), since November 2019. Prior to joining ServiceNow, Mr. McDermott

served as Co-Chief Executive Officer from 2010 to 2014, and as sole Chief Executive Officer from May

2014 until October 2019 of SAP SE (“SAP”), a multinational software company that provides enterprise

software. Mr. McDermott joined SAP in 2002 as Chief Executive Officer of SAP America, Inc., and served

on the SAP Executive Board from 2010 until October 2019. Prior to joining SAP, Mr. McDermott served

as Executive Vice President of Worldwide Sales and Operations at Siebel CRM Systems, Inc. from 2001

to 2002 and served as President of Gartner, Inc. from 2000 to 2001. Mr. McDermott has also served on

the boards of directors of ServiceNow since November 2019, including as Chairman since October 2022,

and Zoom Communications, Inc., a cloud video communications company, since March 2022. Mr.

McDermott previously served on the boards of directors of Fisker Inc., an automotive technology

company, Under Armour, Inc., a sporting goods company, ANSYS, Inc., a provider of engineering and

simulation software and technologies, and SecureWorks Corp., a provider of intelligence-driven

information security solutions. Mr. McDermott holds a B.A. in business management from Dowling

College and an M.B.A from Northwestern University’s Kellogg School of Management, and has completed

the Executive Development Program at the Wharton School of Business. We believe Mr. McDermott is

qualified to serve as a member of our Board of Directors because of his executive leadership experience,

extensive experience with publicly traded technology companies as well as his service on the boards of

directors of other publicly held companies.

Andrew Reed has served as a member of our Board of Directors since February 2024. Mr. Reed has

served as a Partner at Sequoia Capital, a venture capital firm, since February 2014. Prior to joining

Sequoia, he served as an Analyst at Goldman Sachs, an investment bank, from July 2012 to February

2014. Mr. Reed also currently serves on the board of directors of several privately held companies

including Klarna Group plc, Vanta Inc., Bolt Technology OU, Strava, Inc., and others. Mr. Reed was

previously involved in Sequoia’s investments in Robinhood Markets, Inc., Loom, Inc., and GitHub, Inc. Mr.

Reed holds a B.A. in Economics and Classics from Amherst College. We believe Mr. Reed is qualified to

serve as a member of our Board of Directors because of his extensive experience in the technology and

venture capital fields, including his experience as a director of several privately held companies in the

technology industry.

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Danny Rimer has served as a member of our Board of Directors since December 2014. Mr. Rimer is a

Partner at Index Ventures, a venture capital firm, where he has been a Partner since March 2002. Prior to

joining Index Ventures, Mr. Rimer served as General Partner at Barksdale Group, an investment firm,

from 2000 to 2002. Mr. Rimer currently serves on the boards of directors of several privately held

companies. He previously served on the board of directors of Farfetch Limited, a publicly traded e-

commerce company, from February 2015 to August 2020, in addition to several other privately held

companies. Mr. Rimer holds a B.A. in History and Literature from Harvard University. We believe Mr.

Rimer is qualified to serve as a member of our Board of Directors because of his extensive leadership

and business experience within the venture capital and technology industries, as well as his service on

the boards of directors of other privately and publicly held companies.

Lynn Vojvodich Radakovich has served as a member of our Board of Directors since December 2019.

From September 2013 to February 2017, Ms. Vojvodich Radakovich served as Executive Vice President

and Chief Marketing Officer for Salesforce, Inc., a cloud-based software company. Prior to that, from 2006

to 2016, she founded and served as Chief Executive Officer and Chair of Take3 LLC, a marketing

strategy company. From 2012 to August 2013, Ms. Vojvodich Radakovich served as a Partner at

Andreessen Horowitz, a venture capital firm. Ms. Vojvodich Radakovich has also served on the board of

directors of Dell Technologies Inc., a technology company, since April 2019, Ford Motor Company, an

automobile company, since April 2017, and Booking Holdings Inc., a travel company, since January 2016.

Ms. Vojvodich Radakovich holds a B.S in Product Design from Stanford University and an M.B.A. from

Harvard Business School. We believe Ms. Vojvodich Radakovich is qualified to serve as a member of our

Board of Directors because of her business expertise in marketing and sales, and her extensive

experience as a director of public companies.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a code of conduct that applies to all of our employees, officers, and

directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior

financial officers. The full text of our code of conduct will be posted on the investor relations page on our

website. We intend to disclose any amendments to our code of conduct, or waivers of its requirements,

on our website or in filings under the Exchange Act.

Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. Our Board of

Directors currently consists of eight directors. Pursuant to our restated certificate of incorporation, as

amended and currently in effect, and the amended and restated voting agreement by and among us and

other parties, dated May 15, 2024 (the “Voting Agreement”), our current directors were elected as follows:

•Mr. Field and Mr. Reed were elected by holders of our Class B common stock as the designees

nominated by certain holders of Class A common stock, Class B common stock, and options,

warrants, or other rights to acquire common stock identified as Key Holders in the Voting

Agreement;

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•Mr. Rimer was elected by holders of our Series Seed convertible preferred stock as the designee

nominated by Index Ventures;

•Mr. Lilly was elected by holders of Series A convertible preferred stock as the designee

nominated by Greylock Partners;

•Mr. Hamid was elected by holders of Series B convertible preferred stock as the designee

nominated by Kleiner Perkins; and

•Ms. Vojvodich Radakovich, Ms. Kramer and Mr. McDermott were elected as independent

directors nominated by unanimous approval of each other member of our Board of Directors.

Our Voting Agreement will terminate and the provisions of our current restated certificate of incorporation

by which our directors were elected will be amended and restated in connection with this offering and,

following this offering, these contractual obligations regarding the election of our directors will no longer

be effective. After this offering, the number of directors will be fixed by our Board of Directors, subject to

the terms of our restated certificate of incorporation and restated bylaws that will become effective

immediately prior to the completion of this offering. Each of our current directors will continue to serve as

a director until the election and qualification of their successor, or until their earlier death, resignation, or

removal.

Classified Board of Directors

Upon the completion of this offering, our Board of Directors will consist of eight members who each shall

serve for a term expiring at the next annual meeting of stockholders following their election, subject to the

rights of the holders of any preferred stock then-outstanding to elect directors. Each director’s term

continues until the election and qualification of his or her successor, or his or her earlier death,

resignation, or removal.

On the date on which the voting power of all of the then-outstanding shares of our Class B common stock

represents less than a majority of the total voting power of all of the then-outstanding shares of our capital

stock (such date, the “Trigger Date”), our Board of Directors shall be divided into three classes of

directors that will serve staggered three-year terms.  At each annual meeting of stockholders following the

Trigger Date, a class of directors will be elected for a three-year term to succeed the same class whose

term is then expiring. As a result, following the Trigger Date, only one class of directors will be elected at

each annual meeting of our stockholders, with the other classes continuing for the remainder of their

respective three-year terms. Upon the Trigger Date, the Board of Directors will be authorized to assign

directors already in office to among three classes as follows:

•Class I directors will serve terms that expire at the first annual meeting of stockholders to be held

after the Trigger Date;

•the Class II directors will serve terms that expire at the second annual meeting of stockholders to

be held after the Trigger Date; and

•the Class III directors (who will include Dylan Field pursuant to the terms of the Nominating

Agreement described below) will serve terms that expire at the third annual meeting of

stockholders to be held after the Trigger Date.

Once in effect, the classification of our Board of Directors may have the effect of delaying or preventing

changes in control of our company. See the section titled “Description of Capital Stock—Anti-Takeover

Provisions.”

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Pursuant to our restated certificate of incorporation and restated bylaws that will become effective

immediately prior to the completion of this offering, upon the Trigger Date, subject to the special rights of

the holders of any preferred stock then-outstanding, only our Board of Directors may fill vacancies on our

Board of Directors. Prior to the Trigger Date, vacancies or newly created directorships may also be filled

by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares

of our capital stock.

Nominating Agreement

On              , 2025, we entered into a nominating agreement (the “Nominating Agreement”) with Dylan

Field, our Chair of our Board of Directors, Chief Executive Officer, and President. Pursuant to the

Nominating Agreement, we have agreed to include Mr. Field in the slate of nominees recommended by

our Board of Directors for election or re-election at each stockholder meeting following this offering, and to

include Mr. Field in the proxy statement for each such stockholder meeting. If our Board of Directors is

classified at the time of such stockholder meeting, Mr. Field is to be nominated as a Class III director. The

Nominating Agreement also provides that, subject to any limitations imposed by applicable law and our

Board of Directors’ fiduciary duties to our stockholders, our Board of Directors and the Nominating and

Corporate Governance Committee of our Board of Directors will take all necessary action to recommend

in favor of Mr. Field’s election or re-election as a director and to solicit proxies or consents in favor

thereof. The Nominating Agreement shall automatically terminate upon the earliest of (a) Mr. Field’s

resignation as a director, (b) Mr. Field’s death, (c) Mr. Field’s removal from the Board of Directors for

cause by our stockholders, (d) the expiration of Mr. Field’s term as director if he has given notice of his

intention not to stand for re-election, (e) the date upon which Mr. Field fails to satisfy his Minimum Class B

Share Ownership Condition (as defined below), (f) the Final Conversion Date (as defined below) and (g)

immediately prior to the sale of all or substantially all of our assets, our liquidation or dissolution, or a

merger or consolidation where our stockholders cease to hold a majority of the voting power of the

surviving entity or its parent.

Director Independence

In connection with this offering, we have applied to list our Class A common stock on the NYSE. Under

the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of

directors within a specified period after the completion of this offering. In addition, the rules of the NYSE

require that, subject to specified exceptions, each member of a listed company’s audit, compensation,

and nominating and corporate governance committees be independent. Under the rules of the NYSE, a

director will only qualify as an “independent director” if, in the opinion of that company’s board of directors,

that person does not have a relationship that would interfere with the exercise of independent judgment in

carrying out the responsibilities of a director.

Additionally, compensation committee members must not have a relationship with us that is material to

the director’s ability to be independent from management in connection with the duties of a compensation

committee member.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the

Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit

committee of a listed company may not, other than in his or her capacity as a member of the audit

committee, the board of directors, or any other board committee: accept, directly or indirectly, any

consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be

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an affiliated person of the listed company or any of its subsidiaries. We intend to satisfy the audit

committee independence requirements of Rule 10A-3 as of the completion of this offering.

Our Board of Directors has undertaken a review of the independence of each director and considered

whether each director has a material relationship with us that could compromise his or her ability to

exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our

Board of Directors determined that each director other than Dylan Field is an “independent director” as

defined under the applicable rules and regulations of the SEC and the listing requirements and rules of

the NYSE. In making these determinations, our Board of Directors reviewed and discussed information

provided by the directors and by us with regard to each director’s business and personal activities and

relationships as they may relate to us and our management, including the beneficial ownership of our

common stock by each non-employee director and the transactions involving them described in the

section titled “Certain Relationships and Related Party Transactions.”

Lead Independent Director

Our Board of Directors has adopted corporate governance guidelines which will become effective upon

the effectiveness of this registration statement that provide that one of our independent directors will

serve as our lead independent director. Our Board of Directors has appointed John Lilly to serve as our

lead independent director. As lead independent director, Mr. Lilly will provide leadership to our Board of

Directors if circumstances arise in which the role of Chief Executive Officer and chair of our Board of

Directors may be, or may be perceived to be, in conflict, and perform such additional duties as our Board

of Directors may otherwise determine and delegate.

Role of Board in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our

Board of Directors encourages management to promote a culture that incorporates risk management into

our corporate strategy and day-to-day business operations. Management discusses strategic and

operational risks at regular management meetings and conducts specific strategic planning and review

sessions during the year that include a focused discussion and analysis of the risks we face. Throughout

the year, senior management reviews these risks with our Board of Directors at regular board meetings

as part of management presentations that focus on particular business functions, operations, or

strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board of Directors does not have a standing risk management committee. Our Board of Directors

administers this oversight function directly and through various standing committees that address risks in

their respective areas of oversight. While our Board of Directors is responsible for monitoring and

assessing strategic risk exposure, our audit committee is responsible for overseeing our major financial

risk exposures and the steps our management has taken to monitor and control these exposures. The

audit committee also reviews any related person transactions. Our nominating and corporate governance

committee monitors the effectiveness of our corporate governance guidelines. Our compensation

committee assesses and monitors whether any of our compensation policies and programs has the

potential to encourage excessive risk-taking.

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Committees of the Board of Directors

Our Board of Directors has an audit committee, a compensation committee, and a nominating and

corporate governance committee, each of which, pursuant to its respective charter, will have the

composition and responsibilities described below upon the completion of this offering. Following the

completion of this offering, copies of the charters for each committee will be available on the investor

relations portion of our website. Members serve on these committees until their resignation or until

otherwise determined by our Board of Directors.

Audit Committee

Our audit committee is composed of Kelly Kramer, John Lilly, Mamoon Hamid, and Lynn Vojvodich

Radakovich. Ms. Kramer is the chair of our audit committee. The members of our audit committee meet

the independence requirements under NYSE and SEC rules. Each member of our audit committee is

financially literate. In addition, our Board of Directors has determined that Ms. Kramer is an “audit

committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated

under the Securities Act, and that simultaneous service by Ms. Kramer on the audit committees of more

than three public companies does not impair her ability to effectively serve on our audit committee. The

designation as an “audit committee financial expert” does not, however, impose on her any supplemental

duties, obligations, or liabilities beyond those that are generally applicable to the other members of our

audit committee and Board of Directors. Our audit committee’s principal functions are to assist our Board

of Directors in its oversight of:

•selecting a firm to serve as our independent registered public accounting firm to audit our

consolidated financial statements;

•ensuring the independence of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting

firm, and reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to anonymously submit concerns about questionable

accounting or audit matters;

•considering the adequacy of our internal controls and internal audit function;

•reviewing related party transactions that are material or otherwise implicate disclosure

requirements;

•approving, or as permitted, pre-approving all audit and non-audit services to be performed by the

independent registered public accounting firm; and

•overseeing any program relating to corporate responsibility and sustainability, including

environmental, social, and governance matters.

Compensation Committee

Our compensation committee is composed of Kelly Kramer, Mamoon Hamid, Danny Rimer, and Lynn

Vojvodich Radakovich. Ms. Vojvodich Radakovich is the chair of our compensation committee. The

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members of our compensation committee meet the independence requirements under NYSE and SEC

rules. Our compensation committee is responsible for, among other things:

•reviewing and approving, or recommending that our Board of Directors approve, the

compensation of our executive officers;

•reviewing and recommending to our Board of Directors to approve the compensation of our non-

employee directors;

•reviewing and approving, or recommending that our Board of Directors approve, the terms of any

compensatory agreements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or making recommendations to our Board of Directors with respect to,

incentive compensation and equity plans; and

•reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is composed of John Lilly, Andrew Reed, and

Danny Rimer. Mr. Lilly is the chair of our nominating and corporate governance committee. The members

of our nominating and corporate governance committee meet the independence requirements under

NYSE and SEC rules. Our nominating and corporate governance committee’s principal functions include:

•identifying and recommending candidates for membership on our Board of Directors;

•recommending directors to serve on board committees;

•reviewing and recommending to our Board of Directors any changes to our corporate governance

guidelines;

•reviewing proposed waivers of the code of conduct for directors and executive officers;

•overseeing the process of evaluating the performance of our Board of Directors; and

•advising our Board of Directors on corporate governance matters.

Compensation Committee Interlocks and

Insider Participation

None of the members of the compensation committee is currently, or has been at any time, one of our

officers or employees. None of our executive officers has served as a member of the board of directors,

or as a member of the compensation or similar committee, of any entity that has one or more executive

officers who served on our Board of Directors or compensation committee during the year ended

December 31, 2024.

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Director Compensation

The table below provides information regarding the total compensation of the non-employee directors who

served on our Board of Directors during the year ended December 31, 2024. All compensation paid to

Dylan Field, our only employee director, is set forth below in the section titled “Executive Compensation—

2024 and 2023 Summary Compensation Table.”

During the year ended December 31, 2024, we did not pay any fees or provide any other compensation

to the non-employee members of our Board of Directors, other than certain equity awards as described in

the footnotes to table below.