Figure Technology Solutions Insider Selling: A Signal or a Symptom?

In the third quarter of 2025, Figure Technology Solutions, Inc. (FIGR) witnessed a wave of insider selling that has sparked investor scrutiny. Key executives and directors, including CEO Michael Benjamin Tannenbaum and Non-Executive Directors June Ou and Michael Scott Cagney, collectively sold $500,000 worth of shares at $25 per share, with each transaction involving 1,000 shares Figure Technology Solutions, Inc. (FIGR) Insider Trading Activity^[2]. These sales, reported via SEC Form 4 filings, occurred amid heightened regulatory focus on insider trading practices, as public companies are now required to disclose their insider trading policies in annual reports under Regulation S-K Item 408(b) Mastering Insider Information: What Every GC Needs to Know for 2025^[1].

Regulatory Context: A New Era of Transparency

The U.S. Securities and Exchange Commission (SEC) has significantly tightened its grip on insider trading in 2025. Companies must now file their insider trading policies as Exhibit 19 to the Form 10-K, ensuring these policies are "reasonably designed to promote compliance with insider trading laws" Mastering Insider Information: What Every GC Needs to Know for 2025^[1]. Additionally, amendments to Rule 10b5-1—intended to provide a legal defense for pre-arranged trading plans—now mandate cooling-off periods and certifications to prevent abuse Mastering Insider Information: What Every GC Needs to Know for 2025^[1]. These changes reflect the SEC's broader enforcement agenda, exemplified by the first criminal prosecution in 2024 targeting a Rule 10b5-1 plan Mastering Insider Information: What Every GC Needs to Know for 2025^[1].

For FIGR, this regulatory backdrop raises critical questions: Are the recent insider sales aligned with the company's stated governance practices, or do they signal underlying concerns?

Analyzing the Sales: Compliance vs. Caution

The September 2025 transactions at FIGR suggest a mix of strategic and routine activity. For instance, CEO Tannenbaum's sale of $100,000 in shares could theoretically align with a Rule 10b5-1 plan, provided it was established before he had access to material nonpublic information (MNPI). However, the SEC's 2022 amendments require such plans to include cooling-off periods and certifications, complicating the defense of these trades Mastering Insider Information: What Every GC Needs to Know for 2025^[1].

Moreover, the timing of the sales—coinciding with an 8-K filing on September 12, 2025, disclosing unscheduled material events—adds ambiguity. While the 8-K does not explicitly link the sales to the disclosed events, the proximity raises questions about whether insiders acted on nonpublic information Figure Technology Solutions, Inc. (FIGR) 10K Annual Reports^[3]. Best practices in insider trading policies typically prohibit trading during blackout periods and mandate preclearance for transactions by executives and directors Mastering Insider Information: What Every GC Needs to Know for 2025^[1]. Without access to FIGR's specific policy (which should be filed as Exhibit 19 in its 2025 10-K), it remains unclear whether these sales adhered to such safeguards.

Investor Implications: Signal or Symptom?

Insider selling is not inherently negative. Executives and directors often diversify their wealth, and sales executed under compliant Rule 10b5-1 plans can reflect confidence in long-term prospects. However, the sheer volume of FIGR's September sales—$94.48 million in total stock sales for the year—suggests a pattern worth investigating Figure Technology Solutions, Inc. (FIGR) Insider Trading Activity^[2].

For investors, the key lies in contextualizing these transactions. If FIGR's insider trading policy includes robust preclearance and blackout periods, the recent sales may indicate routine portfolio management. Conversely, if the company lacks such safeguards or has a history of governance lapses, the sales could signal distress. The absence of a publicly available policy document (Exhibit 19) at the time of this analysis leaves room for skepticism Key Disclosure Considerations for Your Upcoming Form 10-K and Proxy Statement^[4].

Conclusion: A Call for Due Diligence

The insider selling at FIGR underscores the dual role of corporate governance as both a regulatory compliance tool and a predictive indicator for investors. While the SEC's 2025 requirements enhance transparency, they also demand greater scrutiny of how companies implement these policies. Investors should monitor FIGR's upcoming 10-K filing for its Exhibit 19 policy and assess whether the recent sales align with its stated procedures. Until then, the September transactions remain a cautionary signal—a reminder that even compliant insider activity can mask deeper uncertainties.