fcc-20260630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number: 333-275154

FIGURE CERTIFICATE COMPANY

(Exact name of registrant as specified in its charter)


Delaware			92-3576834
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


650 California Street, Suite 200 San Francisco, California			94108
(Address of principal executive offices)			(Zip Code)

(628) 236-5820

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.0001 per share

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	o

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 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x

As of August 13, 2026, the number of shares of the registrant’s common stock outstanding was 1,000.

All outstanding shares of the registrant are directly owned by Figure Technologies, LLC, a subsidiary of Figure Markets Holding, Inc., a subsidiary of Figure Technology Solutions, Inc.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

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TABLE OF CONTENTS


		Page No.
	Special Note Regarding Forward-Looking Statements	3

	Part I. Financial Information	5
Item 1.	Financial Statements (Unaudited)	5
	Balance Sheets as of June 30 , 2026 and December 31, 2025	5
	Statements of Operations for the Three and Six months ended June 30 , 2026 and 2025	6
	Statements of Stockholder's Equity for the Three and Six months ended June 3 0 , 2026 and 2025	7
	Statements of Cash Flows for the Six months ended June 30 , 2026 and 2025	8
	Notes to Financial Statements	9
	Note 1 – Basis of Presentation	9
	Note 2 – Summary of Significant Accounting Policies	10
	Note 3 – Fair Value of Financial Instruments	12
	Note 4 – Certificate Reserve Liability	14
	Note 5 – Stockholder's Equity	14
	Note 6 – Related Party Transactions	14
	Note 7 – Income Taxes	16
	Note 8 – Earnings Per Share	17
	Note 9 – Commitments and Contingencies	17
	Note 10 – Financial Highlights	18

Item 2.	Management's Narrative Analysis	21
Item 4.	Controls and Procedures	22

	Part II. Other Information	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

	Signatures	26

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”), as well as information included in oral statements or other written statements made or to be made by us, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Report, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management regarding future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our future revenue, expenses, and other operating results and key operating metrics;

•our ability to compete successfully in a highly competitive and evolving industry;

•our ability to attract new consumers and retain and grow our relationships with our existing consumers;

•our expectations regarding the development, innovation, introduction of, and demand for, our products;

•our ability to maintain, renew or replace our existing funding arrangements and build and grow new funding relationships;

•the impact of any of our funding sources becoming unwilling or unable to provide funding to us on terms acceptable to us, or at all;

•the future growth rate of our revenue and related key operating metrics;

•our ability to achieve sustained profitability in the future;

•our ability, and the ability of other partners, to comply, and remain in compliance with, laws and regulations that currently apply or become applicable to our business or the businesses of such partners;

•our ability to protect our confidential, proprietary, or sensitive information;

•past and future acquisitions, investments, and other strategic investments;

•our ability to maintain, protect, and enhance our brand and intellectual property;

•litigation, investigations, regulatory inquiries, and proceedings;

•developments in our regulatory environment;

•the impact of macroeconomic conditions on our business, including the impacts of inflation, an elevated interest rate environment and corresponding elevated negotiated interest rate spreads, ongoing recessionary concerns, and the potential impact of those macroeconomic conditions on the stability of the financial institutions with whom we do business; and

•the size and growth rates of the markets in which we compete.

Forward-looking statements, including statements such as “we believe” and similar statements, are based on our management’s current beliefs, opinions and assumptions and on information currently available as of the date of this Report. Such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” in our Post-Effective Amendment Number 2 to the Registration Statement on Form S-1 declared effective on April 24, 2026, as amended to date and from time to time, including the definitive Prospectus filed pursuant to Rule 497(c) dated as of April 24, 2026, and elsewhere in this Form 10-Q, as well as those set forth in our most recently filed audited financial statements for the fiscal year ended December 31, 2025 included in the Annual Report on

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Form 10-K filed on March 20, 2026. Other sections of this Form 10-Q may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive, heavily regulated and rapidly changing environment. New risks emerge from time to time, and it is not possible for our management to predict all risks that we may face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause our actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date of this report, we cannot guarantee future results, levels of activity, performance, achievements, events, outcomes, timing of results or circumstances. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations.

You should read this Form 10-Q and the documents that we have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance, outcomes, achievements and timing of results or outcomes may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Investors and others should note that we may announce material business and financial information to our investors using our website (ylds.com), our filings with the Securities and Exchange Commission (“SEC”), webcasts, press releases, conference calls, and social media. We use these mediums, including our website, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our Company to review the information that we make available on our website. The contents of our website are not incorporated into this filing. We have included our investor relations website address only as an inactive textual reference for convenience and do not intend it to be an active link to our website.

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PART I - FINANCIAL INFORMATION

ITEM 1. INTERIM FINANCIAL STATEMENTS

FIGURE CERTIFICATE COMPANY

BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)


	June 30, 2026		December 31, 2025
ASSETS
Cash and cash equivalents (includes qualified assets of $561,627 and $329,526)	$	561,627	$	329,526
Interest receivable	283		87

Receivable from related party	—		20
Other receivable	10		—
Prepaid expense	80		170
Total assets	$	562,000	$	329,803

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Certificate reserve:
Fully paid certificates, related parties	$	477,536	$	252,282
Fully paid certificates, third parties	78,497		75,911
Accrued interest to related parties	1,231		404
Accrued interest to third parties	230		199
Total certificate reserve	557,494		328,796
Accounts payable	401		204
Accrued expenses	184		120
Other payable	—		49
Payable to related party	2,839		—
Payable to officers and directors	88		50
Total liabilities	561,006		329,219
Commitments and contingencies (Note 9)
Stockholder's equity:
Common stock, $0.0001 par value per share, 1,000 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025	—		—
Additional paid-in capital	5,477		4,259
Accumulated deficit	(4,483)		(3,675)
Total stockholder's equity	994		584
Total liabilities and stockholder's equity	$	562,000	$	329,803

The accompanying notes are an integral part of these Interim Financial Statements.

FIGURE CERTIFICATE COMPANY

STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Investment income:
Interest income	$	5,060	$	35	$	8,959	$	39
Investment expenses:
Sales and marketing	—		—		—		4
General and administrative expenses:
Custodial fees	5		5		19		10
Director fees	19		19		38		38
Professional service fees	447		754		1,032		1,035
Offering cost expense	—		—		—		686
Organizational costs	—		—		—		254
General and administrative expense to related parties:
Investment advisory and management fees	(38)		2		288		2
Administration and transfer agent fees	15		15		30		25
Service fees	21		—		41		1
Total investment expenses	469		795		1,448		2,055
Net investment income (loss) before provision for certificate reserves and income taxes	4,591		(760)		7,511		(2,016)
Provision for certificate reserve:
Additional interest to related parties	3,541		27		6,472		30
Additional interest to third parties	895		3		1,847		4
Total provision for certificate reserve	4,436		30		8,319		34
Net investment income (loss) before income taxes	155		(790)		(808)		(2,050)
Income tax provision	—		—		—		—
Net income (loss)	$	155	$	(790)	$	(808)	$	(2,050)

Net income (loss) per share of common stock
Basic and diluted	$	155	$	(790)	$	(808)	$	(2,050)
Weighted average common shares outstanding
Basic and diluted	1,000		1,000		1,000		1,000

The accompanying notes are an integral part of these Interim Financial Statements.

FIGURE CERTIFICATE COMPANY

STATEMENTS OF STOCKHOLDER'S EQUITY

(UNAUDITED)

(in thousands, except share data)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholder’s Equity
	Shares	Amount
Balance at March 31, 2026	1,000	$	—	$	4,930	$	(4,638)	$	292
Capital contributions from Parent	—	—		547		—		547
Net income	—	—		—		155		155
Balance at June 30, 2026	1,000	$	—	$	5,477	$	(4,483)	$	994


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholder’s Equity
	Shares	Amount
Balance at March 31, 2025	1,000	$	—	$	2,283	$	(1,865)	$	418
Capital contributions from Parent	—	—		676		—		676
Net loss	—	—		—		(790)		(790)
Balance at June 30, 2025	1,000	$	—	$	2,959	$	(2,655)	$	304


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholder’s Equity
	Shares	Amount
Balance at December 31, 2025	1,000	$	—	$	4,259	$	(3,675)	$	584
Capital contributions from Parent	—	—		1,218		—		1,218
Net loss	—	—		—		(808)		(808)
Balance at June 30, 2026	1,000	$	—	$	5,477	$	(4,483)	$	994


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholder’s Equity
	Shares	Amount
Balance at December 31, 2024	1,000	$	—	$	1,126	$	(605)	$	521
Capital contributions from Parent	—	—		1,833		—		1,833
Net loss	—	—		—		(2,050)		(2,050)
Balance at June 30, 2025	1,000	$	—	$	2,959	$	(2,655)	$	304

The accompanying notes are an integral part of these Interim Financial Statements.

FIGURE CERTIFICATE COMPANY

STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Six Months Ended June 30,
	2026		2025
Operating activities:
Net loss	$	(808)	$	(2,050)
Adjustments to reconcile net loss to net cash provided by operating activities:
Offering costs	—		515
Provision for certificate reserves, related parties	6,472		30
Provision for certificate reserves, third parties	1,847		4
Operating expenses paid by the Parent	1,018		1,340
Net change in assets and liabilities:
Interest receivable	(196)		—
Other receivable	(10)		—
Receivable from related party	20		—
Prepaid expenses	90		(7)
Accounts payable	197		145
Accrued expenses	64		147
Other payable	(49)		—
Payable to related party	2,839		—
Payable to officers and directors	38		—
Accrued offering costs	—		(90)
Net cash provided by operating activities	11,522		34
Financing activities:
Issuance of certificates to related parties	539,420		2,608
Issuance of certificates to third parties	443,747		1,973
Surrender of certificates by related parties	(319,812)		(5)
Surrender of certificates by third parties	(442,976)		(592)
Direct capital contribution from Parent	200		205
Net cash provided by financing activities	220,579		4,189
Net increase in cash and cash equivalents	232,101		4,223
Cash and cash equivalents, beginning of period	329,526		500
Cash and cash equivalents, end of period	$	561,627	$	4,723

Supplemental disclosures of non-cash activities:
Indirect contributions for operating expenses paid by Parent on behalf of Company	$	1,018	$	1,340

Contribution due from Parent	—		278
Issuance of certificates for re-invested interest to related parties	6,472		30
Issuance of certificates for re-invested interest to third parties	1,847		4
In-kind contributions of digital assets from Parent	—		10
In-kind receipts of digital assets for issuance of certificates	—		44
In-kind payments of digital assets for surrender of certificates	—		54
Certificate transfers from related party to third party	(9,794)		(477)
Certificate transfers from third party to related party	40,011		1,436

The accompanying notes are an integral part of these Interim Financial Statements.

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

NOTE 1—BASIS OF PRESENTATION

Organization and Nature of Operations

Figure Certificate Company (“FCC” or the “Company”) is registered with the SEC under the Investment Company Act of 1940, as amended (“Investment Company Act”), as a face-amount certificate company. Figure Transferable Certificates (“Transferable Certificates”) issued by FCC are interest-bearing debt securities that entitle the certificate owner to receive at maturity a stated amount of money and an interest rate equal to the overnight SOFR rate less 35 basis points, with a minimum of 0.00%. The certificates issued by FCC are not insured by any government agency or other entity.

FCC was incorporated on April 13, 2023 as a Delaware corporation and has been, since its inception, wholly owned by Figure Technologies, LLC (f/k/a Figure Technologies, Inc.) (“FT”). FT is a wholly owned subsidiary of Figure Markets Holding, Inc. (“FMH”), which is a wholly owned subsidiary of Figure Technology Solutions, Inc. (“FTS”).

Throughout the financial statements, the term “Parent” is used interchangeably to refer to FT, FMH, or FTS.

On February 20, 2025, FCC launched Transferable Certificates, called YLDS, as digital asset securities that are issued, surrendered and/or transferred using blockchain technology. YLDS offer holders the ability to earn interest, transfer securities peer-to-peer, and transact anytime.

FCC currently issues Transferable Certificates and intends to issue Figure Installment Certificates (“Installment Certificates”) in the future. Transferable Certificates and Installment Certificates are referred to herein, individually or together, as the context may require, as “Certificates.”

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the rules and regulations of the SEC for reporting financial information. The Company is an investment company and follows accounting and reporting guidance governed by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair statement of the consolidated results of operations and financial position for the interim periods have been made.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Balance Sheets and reported amounts of income and expense during the reporting periods. Actual results could differ from those estimates. The carrying amounts of the assets and liabilities recorded in the accompanying Balance Sheets approximate their respective fair values due to their short maturities and the election of the fair value option for Transferable Certificates. Management believes the fair value option is more meaningful to users of the financial statements and aligns with the measurement of investments in cash equivalents.

These unaudited financial statements should be read in conjunction with the Financial Statements and related notes, together with management's narrative analysis, contained in FCC's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on March 20, 2026.

Liquidity and Going Concern

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. FCC's assessment of its ability to fund future operations is inherently subjective, judgment-based and susceptible to change based on future events. The Company has obtained a commitment letter from its Parent for financial support of the Company in the form of allowing invoices to be paid directly by the Parent on behalf of the Company and periodically forgiving the Company’s intercompany payable to the Parent in the form of in-kind capital contributions. Based on the commitment from the Parent, the Company has sufficient liquidity to fund operations for the next twelve months following the date these financial statements are issued.

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash consists of bank deposits, and the Company’s cash balances at times may exceed insurable amounts. Cash equivalents, defined as highly liquid financial instruments purchased with original maturities of three months or less, consist of money market funds, short dated U.S. Treasury securities, and short-term repurchase agreements. The Company may hold cash in a Figure Payments Corporation (“Figure Pay” or “Pay”) account at Lead Bank for Transferable Certificates purchases that will be paid to FCC. Figure Pay is an affiliate of FCC that is also wholly owned by the Parent. The Company considers cash held at Lead Bank on behalf of the Company as cash of the Company.

Fair Value of Financial Instruments

As more fully discussed in “Note 3—Fair Value of Financial Instruments” financial assets and liabilities recorded at fair value in the Financial Statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels described in ASC 820, Fair Value Measurement, are utilized to evaluate the Company's financial instruments which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities.

Interest Income

The Company currently derives interest income from its investments in money market funds, U.S. Treasury securities and through repurchase agreements that are collateralized by U.S. Treasury securities, using proceeds from the issuance of Transferable Certificates. Interest income for the three and six months ended June 30, 2026 was $5.1 million and $9.0 million, respectively. In the prior year, the Company earned $35 thousand of interest income in the three months ended June 30, 2025 and $39 thousand between the initial public offering of the Transferable Certificates on February 20, 2025 through June 30, 2025.

Certificate Reserve Liability

FCC currently issues Transferable Certificates, which may be surrendered at any time by the holder at face amount, plus accrued interest minus any applicable expenses or fees. Otherwise, Transferable Certificates mature 20 years from the issue date at the face amount, plus accrued interest minus any applicable expenses or fees. Accordingly, Transferable Certificates are interest-bearing debt securities in nature and are classified as certificate reserve liability in the Balance Sheets. No Installment Certificates have been issued since inception. There is no difference between the aggregate fair value and the aggregate unpaid principal balance of Transferable Certificates.

In the three months ended June 30, 2026, the Company issued $452.7 million of Transferable Certificates including re-invested interest of $4.4 million, and paid $499.4 million for surrendered Transferable Certificates. In the six months ended June 30, 2026, the Company issued $983.2 million of Transferable Certificates including re-invested interest of $8.3 million, and paid $762.8 million for surrendered Transferable Certificates. During the three months ended June 30, 2025, the Company issued $1.5 million of Transferable Certificates including re-invested interest of $30 thousand, and paid $0.3 million for surrendered Transferable Certificates. During the period between the initial public offering of Transferable Certificates on February 20, 2025 through June 30, 2025, the Company issued $4.6 million of Transferable Certificates including reinvested interest of $34 thousand and paid $0.6 million for surrendered Transferable Certificates.

Qualified Assets

In accordance with the Investment Company Act, Section 28, the Company is required to maintain qualified assets with a fair value that meets or exceeds the total of (i) the minimum capital stock requirement of $250,000 and (ii) a reserve for the future obligations associated with its issued face-amount certificates (together, the “Reserve Requirement”). As of June 30, 2026, the Company’s qualified assets (comprising cash, cash equivalents, and interest receivable) totaled $561.9 million which exceeded the Reserve Requirement of $557.7 million prescribed by Section 28 of the Investment Company Act. As of December 31, 2025, the qualified assets of $329.5 million exceeded the Reserve Requirement on that date of $329.0 million.

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

Investment Advisory, Administration, Transfer Agent, AML/KYC Service and Gas Fees Due to Related Parties

The Company may incur certain investment advisory and management, administration, transfer agent and anti-money-laundering (“AML”)/ know-your-customer (“KYC”) service fees, and gas fees with related party service providers. The Company expenses such fees as incurred. See “Note 6—Related Party Transactions” for more details on related party transactions.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is evaluated and may be established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryback or carryforward periods.

Segments

The Company functions as a single operating segment, and the chief operation decision maker (“CODM”) evaluates financial performance and allocates resources based on “Net income (loss)”, with the significant expense categories and revenue streams reviewed by the CODM consistent with those presented within the financial statements herein. The Company's CODM is its Chief Executive Officer (“CEO”), who reviews financial information presented on an entity-wide basis for purposes of allocating resources and evaluating financial performance. Currently, the CODM considers “Net income (loss)” per the Statements of Operations as the primary metric of measure for assessing the performance of the Company. Accordingly, for all periods presented, the Company operated as a single segment with one reportable unit. A reconciliation of segment “Net investment income (loss) before income taxes” is therefore not necessary. Substantially all of the Company's revenues and assets are attributable to operations within the United States.

Recently Issued Accounting Pronouncements Not Yet Adopted

Interim Reporting— Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the applicability of interim reporting guidance, establishes a comprehensive list of interim disclosures required under GAAP, and introduces a disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material impact on the entity. ASU 2025-11 also improves navigability by organizing interim disclosure requirements across the Codification and clarifies the form and content of interim financial statements, including the use of condensed statements and required accompanying notes. ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, for public business entities, and after December 15, 2028, for all other entities, with early adoption permitted. The Company is currently evaluating the effect of adopting ASU 2025-11 on its interim reporting disclosures.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires new disclosures to disaggregate prescribed natural expenses underlying any income statement caption. This ASU is effective for annual periods in fiscal years beginning after December 15, 2026, and interim periods thereafter. Early adoption is permitted. The ASU applies on a prospective basis for periods beginning after the effective date. However, retrospective application to any or all prior periods presented is permitted. The Company does not expect this ASU to have a material impact on the Financial Statements and disclosures.

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

NOTE 3—FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction with market participants. The Company uses ASC 820, Fair Value Measurement, which includes a three-tier fair value hierarchy used to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The three levels of the fair value hierarchy are as follows:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).

Level 3 — Inputs that are unobservable in the market but reflective of the Company’s assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Company’s own data. Valuation techniques include discounted cash flow models and similar techniques.

The accounting guidance concerning fair value allows the Company to elect to measure financial instruments at fair value and report changes in fair value through results of operations. This election can only be made at certain specified dates and is irrevocable once made. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. The classification of a financial asset within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.

The Company follows the above hierarchy for its financial instruments, with classifications based on the lowest level of input that is significant to the fair value measurement. Accordingly, the Company classifies its investments in U.S. Treasury securities and money market funds within cash equivalents as Level 1. The Company invests in repurchase agreements, included in cash equivalents, which involve a purchaser (in this case, the Company) of a specified security (in this case, U.S. Treasury securities) and the simultaneous agreement by the seller to repurchase at an agreed-upon future date and specified price. These repurchase agreements and certificates issued and payable are classified within Level 2 as they are based on quoted prices of similar assets. No transfers between levels have occurred during the periods presented.

The following tables summarize the assets and liabilities in each level of the fair value hierarchy as of June 30, 2026 and December 31, 2025. This table excludes cash, due from Parent, prepaid expenses, accounts payable, accrued expenses, and accrued offering costs as these balances are highly liquid or short-term in nature and as a result, their carrying amounts approximate fair value.


	June 30, 2026
	Level 1		Level 2		Level 3		Total
Assets (at fair value):
Cash equivalents	$	273,078	$	282,361	$	—	$	555,439
Total assets measured at fair value	273,078		282,361		—		555,439

Liabilities (at fair value):
Certificate reserve	—		557,494		—		557,494
Total liabilities measured at fair value	$	—	$	557,494	$	—	$	557,494

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets (at fair value):
Cash equivalents	$	84,647	$	242,941	$	—	$	327,588
Total assets measured at fair value	84,647		242,941		—		327,588

Liabilities (at fair value):
Certificate reserve	—		328,796		—		328,796
Total liabilities measured at fair value	$	—	$	328,796	$	—	$	328,796

Cash Equivalents

As of June 30, 2026 the Company held $273.1 million in cash equivalents consisting of U.S. Treasury securities. This represents an increase from $84.6 million as of December 31, 2025. At both dates, these holdings were classified as Level 1 assets due to the availability of quoted prices in active markets. The Company invests in repurchase agreements, which are included in cash equivalents and totaled $282.4 million and $242.9 million as of June 30, 2026 and December 31, 2025, respectively. These agreements involve the purchase of U.S. Treasury securities with a simultaneous agreement by the seller to repurchase the securities at a predetermined price on a specified future date. These repurchase agreements are classified within Level 2 of the fair value hierarchy, as their valuation is based on quoted prices for similar assets.

Certificate Reserve Liability

The Certificate reserve, which was $557.5 million and $328.8 million as of June 30, 2026 and December 31, 2025, respectively, is valued using quoted prices for similar assets in active markets. These inputs are observable, and accordingly, the related financial liabilities are classified as Level 2.

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

NOTE 4—CERTIFICATE RESERVE LIABILITY

The following tables summarize the fair value of the activities of the Certificate reserve liability for the periods presented:


Certificate reserve liability at March 31, 2025	$	2,704
Issuance	1,536
Surrender	(262)
Re-invested interest	30
Certificate reserve liability at June 30, 2025	$	4,008


Certificate reserve liability at March 31, 2026	$	599,706
Issuance	452,715
Surrender	(499,363)
Re-invested interest	4,436
Certificate reserve liability at June 30, 2026	$	557,494


Certificate reserve liability at December 31, 2024	$	—
Issuance	4,581
Surrender	(607)
Re-invested interest	34
Certificate reserve liability at June 30, 2025	$	4,008


Certificate reserve liability at December 31, 2025	$	328,796
Issuance	983,167
Surrender	(762,788)
Re-invested interest	8,319
Certificate reserve liability at June 30, 2026	$	557,494

NOTE 5—STOCKHOLDER'S EQUITY

Common Stock

Pursuant to the certificate of incorporation dated April 13, 2023, the Company had a total of 1,000 shares of common stock authorized for issuance with par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, the Company had 1,000 shares of common stock issued and outstanding. As of June 30, 2026, Figure Technologies, LLC is the sole stockholder of the Company.

NOTE 6—RELATED PARTY TRANSACTIONS

Parent

The Company has been managed and operated in the normal course of business by its Parent, who makes payments to vendors on behalf of the Company for general and administrative expenses, offering costs and organizational costs. These payments from the Parent are shown within additional paid-in capital on the Balance Sheets.

For the three and six months ended June 30, 2026, the Parent made a direct capital contribution in the amount of $0.2 million and $0.2 million and contributed $0.5 million and $1.0 million toward the Company’s operational invoices, respectively. The $0.5 million and $1.0 million of payments by the Parent for operating expenses have been recorded as a part of the indirect capital contributions from Parent in additional paid-in capital.

For the three months ended June 30, 2025, the Parent made a direct contribution in the amount of $0.2 million to the Company and paid $0.6 million in operating expenses to vendors on behalf of the Company. For the six months ended June 30, 2025, the Parent made a direct contribution in the amount of $0.2 million to the Company, provided $10 thousand

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

in digital assets as an in-kind contribution to the Company (as first disclosed on the Company’s Form 10-Q for the quarterly period ended March 31, 2025), and paid $1.3 million in operating expenses to vendors on behalf of the Company, respectively.

As of June 30, 2026 and December 31, 2025, the Parent and affiliate entities held $477.5 million and $252.3 million of Transferable Certificates, respectively, which includes approximately $32 thousand and $17 thousand, respectively, of Transferable Certificates held by certain members of the board of directors and executive management.

For the three and six months ended June 30, 2026, activity related to Transferable Certificate issuance for the Parent and affiliate entities was $275.7 million and $539.4 million, respectively, while activity related to Transferable Certificate surrender for the Parent and affiliate entities was $274.7 million and $319.8 million, respectively. Interest expense for related party Transferable Certificate holders was $3.5 million and $6.5 million during the three and six months ended June 30, 2026 and is recorded as “Additional interest to related parties” on the Statements of Operations.

For the three and six months ended June 30, 2025, activity related to Transferable Certificate issuance for the Parent and affiliate entities was $0.1 million and $2.6 million, respectively, while activity related to Transferable Certificate surrender for the Parent and affiliate entities was $5 thousand for both periods. Interest expense for related party Transferable Certificate holders was $27 thousand and $30 thousand during the three and six months ended June 30, 2025 and is recorded as “Additional interest to related parties” on the Statements of Operations.

In connection with FCC’s business of issuing and distributing Transferable Certificates and managing the assets that back the Transferable Certificates, the Company utilizes a number of service providers, some of which are the Company’s related parties, to provide asset management and administrative services, transfer agent services, and custody as noted below.

Democratized Prime

In June 2025, Figure Lending, LLC (“Figure Lending”) participated in an on-chain senior lending facility, which is collateralized by home equity lines of credit (“HELOCs”) that were owned by Figure Lending and operates through the Democratized Prime marketplace. As of June 30, 2026 and December 31, 2025, there were $347.8 million and $197.9 million, respectively, of Transferable Certificates that were lent by Transferable Certificates holders into the Democratized Prime platform. These balances include zero and $10.0 million by a related entity and zero and $0.4 million by certain members of the board of directors at June 30, 2026 and December 31, 2025, respectively.

Investment Advisor

Figure Investment Advisors, LLC (“Advisor”) serves as an investment adviser to FCC pursuant to an advisory agreement. Prior to October 1, 2025, the Company paid the Advisor a fee representing 0.25% of the net invested assets under management for the Advisor's services. From October 1, 2025 through April 1, 2026, this fee was decreased to 0.15% of the net invested assets under management. Effective April 1, 2026, the Company pays the Advisor a fee representing 0.10% of the net invested assets under management, paid on a monthly basis.

In addition to the monthly management fee based on net asset value of the Company's assets, the Advisor also receives a fee for managing and any servicing of bank loans, which has not yet occurred as of June 30, 2026. That fee is 0.20% of the book value of the bank loans, paid on an annual basis and accrued on a monthly basis.

Advisory fees to the Advisor were $(38) thousand and $0.3 million for the three and six months ended June 30, 2026, respectively. The net credit balance of $38 thousand for the three months ended June 30, 2026 reflects adjusting entries made in the current period to reverse excess expense recorded in prior periods. Advisory fees were $2 thousand for both the three months ended June 30, 2025 and for the period from commencement of investment operations and initial public offering of the Transferable Certificates on February 20, 2025 through June 30, 2025. These costs are included in investment advisory and management fees on the Statements of Operations. The Parent paid the Advisor for the advisory fees on behalf of the Company, and the payments made by the Parent have been recorded as a part of the indirect capital contributions from Parent in Additional Paid-in Capital as disclosed above.

Administrator & Transfer Agent

Figure Equity Solutions, Inc. (“FES”) is the administrator and transfer agent pursuant to agreements with FCC. Under the agreements, FES maintains Certificate owner accounts and records and provides administrative services. For transfer agent

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

services, FCC pays a monthly fee of $5 thousand. FCC has not incurred any fees under the administrator agreement with FES.

Fees paid to FES for transfer agent services were $15 thousand and $30 thousand for the three and six months ended June 30, 2026, respectively and are included in administration and transfer agent fees on the Statements of Operations. Fees paid to FES for transfer agent services were $15 thousand for the three months ended June 30, 2025 and $25 thousand for period from February 20, 2025 through June 30, 2025. The Parent paid FES for the transfer agent fees on behalf of the Company, and the payments made by the Parent have been recorded as a part of the indirect capital contributions from Parent in Additional Paid-in Capital as disclosed above.

AML / KYC Service Provider

Figure Payments Corporation (“Figure Pay”) is FCC’s AML / KYC service provider pursuant to an agreement with FCC. Under the AML/KYC Service Provider Agreement, Figure Pay conducts AML and KYC reviews on all Certificate investors as set forth in FCC’s AML/KYC Program. FCC pays Figure Pay a $2.00 fee per review for this service.

Fees incurred for AML / KYC services provided by Figure Pay were approximately $20 thousand and $36 thousand for the three and six months ended June 30, 2026, respectively. Fees incurred for AML / KYC services provided by Figure Pay were nominal for the three months ended June 30, 2025 and were approximately $1 thousand for the period from February 20, 2025 through June 30, 2025. The fees are recorded in “Service fees” on the Statements of Operations. The Parent paid Figure Pay for the AML/KYC fees on behalf of the Company, and the payments made by the Parent have been recorded as a part of the indirect capital contributions from Parent in Additional Paid-in Capital as disclosed above.

Gas Fee Service Provider

Gas fees are transaction fees paid to certain network validators for processing and validating operations on the blockchain. Provenance Blockchain Foundation (“Provenance”) is FCC’s current gas fee service provider pursuant to a gas fee service agreement, as amended. As the gas fee service provider, Provenance pays, on behalf of FCC, gas fees for investor Certificate transactions on the Provenance Blockchain, or other blockchains, when applicable. FCC makes payments in U.S. dollars to Provenance for gas fees incurred for investor transactions upon receipt of invoices from Provenance.

FCC’s payment in U.S. dollars to Provenance is calculated based on the market value of the native or designated digital asset of the relevant blockchain (the value of which may fluctuate), at the time gas fees are incurred in connection with Certificate transactions. Provenance will use HASH, the native digital asset of the Provenance Blockchain, and will base gas fee payments on the relevant native or designated digital asset to pay for Certificate transaction gas fees on other approved blockchains, when applicable and will be subsequently reimbursed by FCC for such fees.

Gas fees owed to Provenance were approximately $1 thousand and $4 thousand for the three and six months ended June 30, 2026, respectively. Gas fees owed to Provenance were nominal for the three months ended June 30, 2025 and for the period from February 20, 2025 through June 30, 2025. This fee is included in service fees on the Statements of Operations. The Parent paid Provenance for the gas fees on behalf of the Company, and the payments made by the Parent have been recorded as a part of the indirect capital contributions from Parent in Additional Paid-in Capital as disclosed above.

NOTE 7—INCOME TAXES

For the three and six months ended June 30, 2026 and 2025, the Company calculated its year-to-date income tax provision by applying the estimated annual effective tax rate to the year-to-date net investment loss before income taxes and adjusted the income tax provision for discrete tax items recorded in the period.

During the three and six months ended June 30, 2026 and 2025, the Company recorded no income tax expense. The Company’s reported effective tax rates were 0.0% for the six months ended June 30, 2026 and 2025. The Company's effective tax rates differ from statutory rates primarily due to the absence of taxable income to realize the Company's net operating losses and other deferred tax assets.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realizability of the Company's deferred tax assets, in each jurisdiction, is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns, including the reversal of existing temporary differences, historical and projected operating

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

results and tax planning strategies. As of June 30, 2026 and 2025, the Company believed that it was more likely than not that the net deferred tax assets would not be realizable and thus maintained a full valuation allowance.

NOTE 8—EARNINGS PER SHARE

Basic and diluted net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding during the period. For the three and six months ended June 30, 2026 and 2025, there were no potentially dilutive securities outstanding or authorized. Consequently, basic and diluted shares outstanding are identical for all periods presented.

Basic and diluted earnings per common share were calculated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Numerator:
Net income (loss)	$	155	$	(790)	$	(808)	$	(2,050)
Denominator:
Weighted average common shares outstanding	1,000		1,000		1,000		1,000
Net income (loss) per share of common stock	$	155	$	(790)	$	(808)	$	(2,050)

NOTE 9—COMMITMENTS AND CONTINGENCIES

Legal Contingencies

The Company may become involved in a number of judicial, regulatory and arbitration matters arising in connection with our business. The outcome of matters the Company has been and currently is involved in cannot be determined at this time, and the results cannot be predicted with certainty. There can be no assurance that these matters will not have a material adverse effect on the Company’s results of operations in any future period and a significant judgment could have a material adverse impact on our financial condition, results of operations and cash flows. The Company may in the future become involved in additional litigation in the ordinary course of our business, including litigation that could be material to its business.

The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in liability and the amount of loss, if any, can be reasonably estimated. Management, after consultation with legal counsel, believes that there are no known actions or threats that would result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Regulatory Contingencies

The level of regulatory activity in the financial services industry remains elevated. From time to time, FCC may receive requests for information from, and/or be subject to examination by, the SEC and potentially other regulatory agencies concerning its business activities and practices.

FCC may in the normal course of business be a party to legal proceedings which include regulatory inquiries, arbitration or litigation, including class actions, concerning matters arising in connection with the conduct of its activities. The Company cannot predict with certainty if, how, or when any such proceedings will be initiated or resolved. FCC believes that it is not a party to, nor are any of its properties the subject of, any pending legal, regulatory or arbitration proceedings that are reasonably likely to have a material adverse effect on FCC’s results of operations, financial condition or liquidity.

Notwithstanding the foregoing, it is possible that the outcome of any such legal, arbitration or regulatory proceedings could have a material impact on FCC’s results of operations, financial condition or liquidity in any particular reporting period as the proceedings are resolved.

In accordance with the Investment Company Act, Section 28(b), FCC is required to maintain qualified assets with a fair value that meets or exceeds the total of (i) the minimum capital stock requirement of $250,000 and (ii) a reserve for the future obligations associated with issued face-amount certificates. As of June 30, 2026, the Company’s qualified assets (comprising cash, cash equivalents and interest receivable) totaled $561.9 million which exceeded the Reserve

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FIGURE CERTIFICATE COMPANY

NOTES TO ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

Requirement of $557.7 million prescribed by Section 28 of the Investment Company Act. As of December 31, 2025, qualified assets of $329.5 million exceeded the Reserve Requirement on that date of $329.0 million.

NOTE 10—FINANCIAL HIGHLIGHTS

Financial highlights are shown below for the periods presented. Dollar values are stated per share outstanding throughout the year.


	Six Months Ended June 30, 2026			Year Ended						Period from Inception (April 13, 2023) to December 31, 2023
				December 31, 2025			December 31, 2024
Net asset value, beginning of period	$	584		$	521		$	428		$	—
Investment operations:
Net investment loss	(808)			(3,070)			(574)			(31)

Total from investment operations	(808)			(3,070)			(574)			(31)


Payments by affiliates	1,218			3,133			667			459
Net asset value, end of period	$	994		$	584		$	521		$	428

Total return %(A)(B)	70.2		%	12.1		%	21.7		%	n.a.

Ratios/Supplemental Data:
Ratio of expenses to average net assets(C)(E)	6031.9		%	924.1		%	168.3		%	15.1		%
Ratio of net investment loss to average net assets(D)(E)	(499.0)		%	(652.6)		%	(168.3)		%	(15.1)		%

(A) Total return reflects the percentage change in net asset value per share over the period, based on shares wholly owned by the Parent.

(B) Total return % is not meaningful in the year of inception (2023) as there was no beginning net asset value.

(C) Ratio excludes the impact of capital contributions from Parent recorded in equity and therefore does not reflect results inclusive of Parent support.

(D) Ratio excludes the impact of capital contributions from Parent recorded in equity and therefore reflects net investment results excluding Parent support.

(E) Ratios for the year of inception (2023) are annualized.

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SUPPLEMENTARY SCHEDULES

(dollars in tables in thousands, except share and per share data, ratios or as otherwise noted)

Schedule I


Regulation S-X, Rule 12-21—Investment in securities of unaffiliated issuers as of June 30, 2026
Name of Issuer	Maturity Date	Principal Amount (debt) or Number of Shares (Equity)		(c) Cost		(d) Value of item at close of period
Money Market Fund
Goldman Sachs Financial Square				$	—	$	—
Government Bonds
United States Treasury Bill	7/14/2026	$	25,000	24,861		24,861
United States Treasury Bill	7/21/2026	25,000		24,861		24,861
United States Treasury Bill	8/4/2026	25,000		24,881		24,881
United States Treasury Bill	8/18/2026	75,000		74,612		74,612
United States Treasury Bill	9/3/2026	25,000		24,787		24,787
United States Treasury Bill	9/17/2026	50,000		49,542		49,542
United States Treasury Bill	9/24/2026	50,000		49,534		49,534


Repurchase Agreements(1)
UMB Bank N.A.	7/1/2026			82,361		82,361
Hidden Road Partners CIV US LLC	7/1/2026			200,000		200,000
Total				$	555,439	$	555,439

(1) Collateralized by U.S. Treasury Securities

Schedule V


Regulation S-X, Rule 12-27—Qualified Assets on Deposit as of June 30, 2026
(a) Name of depositary	(b) Cash		(c) Investments in Securities(1)		(d) First mortgages and other first liens on real estate		(e) Other		(f) Total
UMB Bank N.A.	$	—	$	555,722	$	—			$	555,722
Flagstar Bank, N.A.	700		—		—		—		700
Lead Bank(2)	5,488		—		—		—		5,488
Total	$	6,188	$	555,722	$	—	$	—	$	561,910

(1) Includes the cost basis of investments held in Cash and cash equivalents, along with accrued interest receivable directly attributable to those holdings as of June 30, 2026.

(2) The Lead Bank account is held by Figure Pay and includes amounts related to affiliated entities. The amount disclosed represents only the portion attributable to FCC and does not reflect the total balance maintained by Figure Pay.

Schedule VI


Regulation S-X, Rule 12-26—reconciliation of certificate liability activity
	(b) Balance at beginning of period (January 1, 2026)					(c) Additions						(d) Deductions						(e) Balance at close of period (June 30, 2026)
(a) Description	(1) Number of accounts with security bidders	(2) Amount of maturity value		(3) Amount of reserves		(1) Charged to profit and loss or income		(2) Reserve payments by certificate holders		(3) Charged to other accounts describe		(1) Maturities		(2) Cash surrenders prior to maturity		(3) Other— describe		(1) Number of accounts with security holders	(2) Amount of maturity value		(3) Amount of reserves
Figure Transferable Certificates	1,768	$	328,796	$	328,796	$	—	$	983,167	$	8,319	$	—	$	(762,788)	$	—	3,450	$	557,494	$	557,494
Figure Installment Certificates	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	—	$	—	$	—

(c)(3) - Re-invested interest for issuance of Transferable Certificates

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Schedule VIII


Regulation S-X, Rule 12-25 disclosure—Supplementary profit and loss information For the Six Months Ended June 30, 2026
(a) Item	(b) Charged to investment expense		(c) Charged to other accounts				(d) Total
			(1)—Account		(2)—Amount

Legal expenses	$	573	$	—	$	—	$	573




Total	$	573	—		$	—	$	573

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ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS

You should read the following discussion and analysis of our financial condition and results of operations together with our Interim Financial Statements and the related notes appearing elsewhere in this Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the section titled “Special Note Regarding Forward-Looking Statements” and refer to Part 1, Item 1A. -“Risk Factors” in our Annual Report on Form 10-K filed on March 20, 2026 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.

FCC is a wholly-owned subsidiary of FT, whose ultimate parent is FTS. FCC is registered as an investment company under the Investment Company Act as a face-amount certificate company. FCC currently issues Transferable Certificates and intends to issue Installment Certificates in the future. Transferable Certificates are interest-bearing debt securities, and entitle the Certificate owner to receive at maturity a stated amount of money and an interest rate equal to the overnight SOFR rate less 35 basis points, with a minimum of 0.00%. Transferable Certificates are not insured by any government agency or other entity, and are obligations of FCC, unsecured and solely backed by FCC's assets to pay the amount of principal investment, plus accrued interest (minus any applicable expenses or fees) when the Transferable Certificates are transferred, surrendered or mature.

Management's Narrative Analysis of the results of operations is presented in lieu of Management's Discussion and Analysis of Financial Condition and Results of Operations, pursuant to General Instructions H(2)(a) of Form 10-Q.

Current Macroeconomic Environment

FCC operates within a dynamic macroeconomic environment shaped by conditions in the United States and global economies, including changes in interest and inflation rates, volatility in financial markets, foreign exchange rate fluctuations, geopolitical developments, public health events, competitive dynamics, evolving client and customer behaviors and preferences, and ongoing regulatory and legislative developments. These broader economic and market forces have influenced, and are expected to continue to influence, FCC’s financial condition, operating performance and overall results. FCC’s performance may also be impacted by the risks described under the heading “Risk Factors”in our Annual Report on Form 10-K filed on March 20, 2026.

Significant Accounting Policies and Recent Accounting Pronouncements

Refer to “Note 2—Summary of Significant Accounting Policies”, in the Notes to Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a complete discussion of our significant accounting policies and critical accounting estimates as well as recent accounting pronouncements and their expected impact on FCC's future results of operations or financial condition. The preparation of the Interim Financial Statements is in conformity with U.S. GAAP.

Results of Operations

The Company generates operating income in the form of interest income on cash and cash equivalents held in money market funds, debt securities issued by the U.S. Department of the Treasury (“U.S. Treasury securities”), which may include U.S. Treasury bills and U.S. Treasury notes, as well as from interests in U.S. Treasury securities obtained through repurchase agreements funded with proceeds from the issuance of Transferable Certificates.

The Company reported net income of $0.2 million for the three months ended June 30, 2026 and a net loss of $0.8 million for the six months ended June 30, 2026 compared to a net loss of $0.8 million and $2.1 million for the three and six months ended June 30, 2025, respectively. This improvement was primarily due to increased investment income, partially offset by an increase in the provision for certificate reserve.

Investment income for the three and six months ended June 30, 2026 was $5.1 million and $9.0 million, respectively, consisting of interest income earned on proceeds from the issuance of Transferable Certificates that were invested primarily in U.S. Treasury securities and repurchase agreements. In the prior year, the Company earned $35 thousand of interest income in the three months ended June 30, 2025 and $39 thousand between the initial public offering of the Transferable Certificates on February 20, 2025 and June 30, 2025.

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Investment expenses decreased by $0.3 million for the three months ended June 30, 2026 compared to the same period in 2025. The decrease was primarily attributable to a decline in professional service fees and investment advisory and management fees compared to the same period in the prior year. The $0.3 million decrease in professional service fees was mainly attributable to decreased legal, audit and accounting expenses, while the $40 thousand decrease in investment advisory and management fees reflects adjusting entries made in the current period to reverse excess expense recorded in prior periods.

Investment expenses decreased by $0.6 million for the six months ended June 30, 2026 compared to the same period in 2025. The decrease was primarily attributable to the absence of offering and organization costs in the current period, partially offset by higher investment advisory and management fees. The $0.7 million decrease in offering cost expense was primarily due to one-time costs incurred during the February 2025 public offering of Transferable Certificates and commencement of operations, with no similar expenses in the current period. Organizational costs decreased by $0.3 million compared to the prior year, reflecting the cessation of start-up costs upon the commencement of investment operations in the first quarter of 2025, after which no additional organizational costs were incurred. The $0.3 million increase in investment advisory and management fees was a direct result of the increased volume of invested assets being managed by the Advisor compared to the prior year period.

Interest expense, recorded to “Provision for certificate reserve” on the Statements of Operations, accrues daily based on the amount of Transferable Certificates outstanding and was $4.4 million and $8.3 million for the three and six months ended June 30, 2026, respectively, compared to $30 thousand in the three months ended June 30, 2025 and $34 thousand between the initial public offering of the Transferable Certificates on February 20, 2025 and June 30, 2025.

FCC did not record an income tax expense or benefit for the three and six months ended June 30, 2026 or 2025 due to its year-to-date net investment loss before income taxes and the full valuation allowance recorded against its net deferred tax assets. See “Note 7—Income Taxes” for additional information on income taxes.

Fair Value Measurements

FCC reports certain assets and liabilities at fair value; specifically cash equivalents and Certificate reserve liability. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction with market participants. FCC uses actual market prices, or observable inputs, in its fair value measurements to the extent available. See “Note 3—Fair Value of Financial Instruments” of the accompanying notes to our Interim Financial Statements on this Form 10-Q for additional information regarding FCC's fair value measurements.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our CEO and CFO each concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q and designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms and is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to

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eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, no matter how well designed and operated, can only provide reasonable, not absolute assurance that its objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but such improvements will be subject to the same inherent limitations outlined in this section.

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PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any such legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition, or cash flows, nor, to our knowledge, are any material legal proceedings threatened against the Company. 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.

Please refer to “Note 9—Commitments and Contingencies” of the accompanying notes to our Interim Financial Statements for additional information on commitments and contingencies.

ITEM 1A. RISK FACTORS

The risks described under the heading “Risk Factors” in our Annual Report on Form 10-K filed on March 20, 2026 could materially and adversely affect our business, financial condition, results of operations, cash flows and future prospects. The risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business. There have been no material changes to the risk factors previously disclosed in the Form 10-K filed on March 20, 2026.

You should carefully read and consider such risks, together with all of the information in our Form 10-K, in this Quarterly Report on Form 10-Q including the disclosures in the section titled “Management's Narrative Analysis” and in our interim financial statements and related notes, and in the other documents that we file with the SEC.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading

None.

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ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit
Number

Description

Form

File No.

Exhibit

Filing
Date

Filed Herewith

31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

31.2*

Certification of Chief Financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1*

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1*

Figure Technology Solutions, Inc. financial support commitment letter, dated June 30 , 2026.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed electronically herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized,


	FIGURE CERTIFICATE COMPANY

Date: August 13, 2026	By:	/s/ Michael Tannenbaum
		Michael Tannenbaum
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: August 13, 2026	By:	/s/ Macrina Kgil
		Macrina Kgil
		Chief Financial Officer
		(Principal Financial and Accounting Officer)