Dylan Field (NYSE: FIG) details 15% Figma stake and new 10b5-1 plans

Rhea-AI Filing Summary

Figma, Inc. insider Dylan Field updated his ownership disclosure on Schedule 13D/A, showing beneficial ownership of 78,923,217 shares, or 15.0% of Figma’s Class A common stock equivalent. This percentage is based on 445,682,595 Class A shares outstanding as of May 11, 2026.

Field’s voting and dispositive power is spread across direct holdings, family entities, trusts, RSUs expected to settle within 60 days, and an irrevocable proxy over certain Wu-Wallace Family Trust shares. Some trust-held shares are reported as shared voting and dispositive power.

The filing notes several recent and planned transactions. The Wu-Wallace Family Trust converted 4,400,000 Class B shares into Class A and gifted those Class A shares to a charitable foundation. The Field 2024 GRAT Remainder Trust converted and sold 174,430 Class A shares in the open market at a weighted average price of $25.0244 per share under a diversification plan.

Field also adopted a 2026 Rule 10b5-1 diversification trading plan covering up to 1,000,000 Class A shares issuable upon conversion of Class B shares associated with him, effective after an earlier plan ends, and a separate 2026 tax withholding instruction for RSU vesting.

Insights

Equity ownership & governance analyst

Dylan Field maintains a 15% stake while formalizing structured selling plans.

Dylan Field reports beneficial ownership of 78,923,217 Class A-equivalent shares, or 15.0% of Figma’s Class A common stock, anchored to 445,682,595 shares outstanding as of May 11, 2026. Control spans direct holdings, trusts, LLCs, RSUs, and a proxy over Wu-Wallace Family Trust shares.

The filing details both completed and potential dispositions. The Wu-Wallace Family Trust converted and gifted 4.4 million Class A shares to a charitable foundation, reducing voting power under the Wallace proxy. Separately, a GRAT trust sold 174,430 Class A shares at a weighted average of $25.0244 per share under a prior diversification plan.

Looking ahead, the 2026 Field Diversification Plan, a Rule 10b5-1(c) trading plan, permits sales of up to 1,000,000 Class A shares equivalent through August 31, 2027 or earlier completion, while a 2026 tax withholding instruction covers RSU-related share sales or withholding. These structures signal planned, rules-based liquidity management rather than ad hoc trading.

Key Figures

Beneficial ownership: 78,923,217 shares Ownership percentage: 15.0% of class Shares outstanding: 445,682,595 shares +5 more

8 metrics

Beneficial ownership 78,923,217 shares Class A-equivalent shares beneficially owned by Dylan Field

Ownership percentage 15.0% of class Percent of Class A common stock represented by Field’s holdings

Shares outstanding 445,682,595 shares Class A common stock outstanding as of May 11, 2026

Sole voting power 62,696,933 shares Shares over which Field has sole voting power

Shared voting power 16,226,284 shares Shares over which Field has shared voting power

Recent trust sale 174,430 shares at $25.0244 Field 2024 GRAT Remainder Trust open-market sale on May 29, 2026

Gifted shares 4,400,000 shares Class A shares gifted by Wu-Wallace Family Trust to a charitable foundation

2026 diversification capacity 1,000,000 shares Maximum Class A shares potentially sold under 2026 Field Diversification Plan

Key Terms

Rule 10b5-1(c), Lock-Up Agreement, GRAT, restricted stock units, +2 more

6 terms

Rule 10b5-1(c) regulatory

"a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) (the "2026 Field Diversification Plan")"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

Lock-Up Agreement regulatory

"Lock-Up Agreement On November 5, 2025, the Lock-Up Agreement terminated pursuant to its terms."

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

GRAT financial

"the Field 2024 GRAT Remainder Trust converted 174,430 shares of Class B Common Stock"

restricted stock units financial

"shares of Class B Common Stock that may be acquired upon the settlement of restricted stock units held by Mr. Field"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficially owned financial

"78,923,059 shares of Class B Common Stock beneficially owned by Mr. Field"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sell-to-Cover Instruction financial

"terminated his prior Sell-to-Cover Instruction, dated August 6, 2025, and adopted a new tax withholding instruction"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Figma, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

316841105

(CUSIP Number)

Brendan Mulligan
760 Market Street, Floor 10,,
San Francisco, CA, 94102
415-890-5404

Amanda Westendorf
760 Market Street, Floor 10,,
San Francisco, CA, 94102
415-890-5404

Michael T. Esquivel
801 California Street,,
Mountain View, CA, 94041
650-988-8500

Ran D. Ben-Tzur
801 California Street,,
Mountain View, CA, 94041
650-988-8500

Aman D. Singh
801 California Street,,
Mountain View, CA, 94041
650-988-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 316841105

1

Name of reporting person

Dylan Field

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 62,696,933.00
8	Shared Voting Power 16,226,284.00
9	Sole Dispositive Power 40,366,609.00
10	Shared Dispositive Power 16,226,284.00

11

Aggregate amount beneficially owned by each reporting person

78,923,217.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 7 consists of (a) 5 shares of Class A common stock, par value $0.00001 per share ("Class A Common Stock") of Figma, Inc. (the "Issuer") held directly by Dylan Field, (b) 153 shares of Class A Common Stock held by Field Family Investments LLC, which is associated with Mr. Field, (c) 37,987,566 shares of Class B common stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer held directly by Mr. Field, (d) 2,378,885 shares of Class B Common Stock that may be acquired upon the settlement of restricted stock units held by Mr. Field that are expected to settle within 60 days of the date hereof, and (e) 22,330,324 shares of Class B Common Stock held by the Wu-Wallace Family Trust. Mr. Field holds an irrevocable proxy authorizing him to vote any number of shares held by Evan Wallace and the Wu-Wallace Family Trust that are subject to such proxy on all matters submitted to a vote of stockholders. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. Row 8 and Row 10 consist of (a) 348,859 shares of Class B Common Stock held by the Field 2024 GRAT Remainder Trust, of which A7P Trust Company serves as trustee and may be replaced as trustee at Mr. Field's discretion, (b) 1,122,908 shares of Class B Common Stock held by the Field 2021 Descendants Trust, of which Bryn Mawr Trust Company of Delaware serves as trustee and may be replaced as trustee at Mr. Field's discretion, and (c) 14,754,517 shares of Class B Common Stock held by LLL Investments LLC, which is associated with Mr. Field. Row 9 consists of (a) 5 shares of Class A Common Stock held directly by Mr. Field, (b) 153 shares of Class A Common Stock held by Field Family Investments LLC, which is associated with Mr. Field, (c) 37,987,566 shares of Class B Common Stock held directly by Mr. Field, and (d) 2,378,885 shares of Class B Common Stock that may be acquired upon the settlement of restricted stock units held by Mr. Field that are expected to settle within 60 days of the date hereof. With respect to Row 13, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the percent of class was calculated based on (a) 445,682,595 shares of Class A Common Stock outstanding as of May 11, 2026 and (b) 78,923,059 shares of Class B Common Stock beneficially owned by Mr. Field (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership of Mr. Field pursuant to the Exchange Act).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Figma, Inc.
(c)	Address of Issuer's Principal Executive Offices: 760 Market Street, Floor 10, San Francisco, CALIFORNIA , 94102.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and supplements the initial statement on Schedule 13D filed on October 28, 2025 (the "Initial Statement"), as amended by Amendment No. 1 to the Initial Statement filed on January 16, 2026 (together with the Initial Statement, as so amended, the "Schedule 13D"). Except as specifically amended by this Amendment No. 2, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D as amended from time to time.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: As of the date set forth on the cover page hereto, the Wu-Wallace Family Trust converted 4,400,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock and made a bona fide gift of such shares of Class A Common Stock to a charitable foundation. Such transaction resulted in a decrease in the number of shares of the Issuer's voting capital stock over which Mr. Field exercises voting discretion subject to the Wallace Proxy. The foregoing discussion of the Wallace Proxy does not purport to be complete and is qualified in its entirety by reference to the full text of the Wallace Proxy which was filed on October 28, 2025 as Exhibit 1 to the Initial Statement.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows 11 and 13 of the cover page to this Amendment No. 2 is incorporated by reference.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows 7 through 10 of the cover page to this Amendment No. 2 is incorporated by reference.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Except as described below, Mr. Field has not effected any transaction with respect to Class A Common Stock or Class B Common Stock in the last 60 days. On May 29, 2026, the Field 2024 GRAT Remainder Trust converted 174,430 shares of Class B Common Stock into an equal number of shares of Class A Common Stock and sold 174,430 shares of Class A Common Stock in the open market at a weighted average price of $25.0244 per share. The sales were effected pursuant to the Field Diversification Plan, dated August 4, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Lock-Up Agreement On November 5, 2025, the Lock-Up Agreement terminated pursuant to its terms. 2026 Field Diversification Plan On March 1, 2026, Mr. Field entered into a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) (the "2026 Field Diversification Plan") providing for the potential sale of up to (i) 750,000 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held directly by Mr. Field and (ii) 250,000 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held directly by an investment entity, which is associated with Mr. Field. For purposes of this disclosure, the maximum aggregate number of shares of Class A Common Stock that may be sold under the 2026 Field Diversification Plan has been included, assuming the market price of the Class A Common Stock is higher than certain minimum threshold prices specified in the 2026 Field Diversification Plan as of the date of the applicable order. The 2026 Field Diversification Plan will not commence trading until the Field Diversification Plan, dated August 4, 2025, has terminated pursuant to its terms and applicable cooling-off periods have been met. The duration of the 2026 Field Diversification Plan is until the earlier of August 31, 2027, the completion of all transactions subject to the 2026 Field Diversification Plan, or the occurrence of certain other events set forth therein. 2026 Field Withholding Instruction On February 25, 2026, Mr. Field terminated his prior Sell-to-Cover Instruction, dated August 6, 2025, and adopted a new tax withholding instruction intended to satisfy the affirmative defense of Rule 10b5-1(c) (the "2026 Field Withholding Instruction"). The 2026 Field Withholding Instruction provides that the Issuer will either sell or withhold such number of shares of its common stock as is necessary to satisfy the applicable tax withholding obligations arising from the vesting and settlement of RSUs granted to Mr. Field in accordance with the tax withholding method then in effect for RSUs held by the Issuer's employees. The total number of shares of the Issuer's common stock that may be sold or withheld pursuant to the 2026 Field Withholding Instruction is not yet determinable. The 2026 Field Withholding Instruction will remain in effect until such date it is terminated or amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dylan Field

Signature:	/s/ Dylan Field
Name/Title:	Dylan Field
Date:	06/11/2026

FAQ

How many Figma (FIG) shares does Dylan Field beneficially own in this Schedule 13D/A?

Dylan Field reports beneficial ownership of 78,923,217 Class A-equivalent shares of Figma. This stake represents 15.0% of the Class A common stock, calculated using 445,682,595 Class A shares outstanding as of May 11, 2026, under SEC Rule 13d-3.

What percentage of Figma (FIG) does Dylan Field’s reported stake represent?

Dylan Field’s beneficial ownership represents 15.0% of Figma’s Class A common stock. This percentage is based on 445,682,595 Class A shares outstanding as of May 11, 2026, and treats his 78,923,059 Class B shares as converted solely for this ownership calculation.

What recent share transactions involving Dylan Field-related entities are disclosed for Figma (FIG)?

The filing reports that the Wu-Wallace Family Trust converted 4,400,000 Class B shares to Class A and gifted them to a charitable foundation. It also notes the Field 2024 GRAT Remainder Trust sold 174,430 Class A shares at a weighted average price of $25.0244 per share.

What is the 2026 Field Diversification Plan mentioned in the Figma (FIG) filing?

The 2026 Field Diversification Plan is a Rule 10b5-1(c) trading plan entered on March 1, 2026. It allows potential sales of up to 1,000,000 Class A shares issuable from Class B conversions and runs until August 31, 2027 or earlier completion or termination.

How are Dylan Field’s voting and dispositive powers over Figma (FIG) shares structured?

Field reports 62,696,933 shares with sole voting power and 16,226,284 with shared voting power. He has 40,366,609 shares with sole dispositive power and 16,226,284 with shared dispositive power, reflecting direct holdings, family entities, trusts, RSUs, and a proxy over certain Wu-Wallace Family Trust shares.

What is the purpose of Dylan Field’s 2026 tax withholding instruction related to Figma (FIG) RSUs?

The 2026 Field Withholding Instruction is a Rule 10b5-1(c) tax instruction adopted February 25, 2026. It directs Figma either to sell or withhold shares to cover tax obligations arising from RSU vesting and settlement, replacing a prior sell-to-cover arrangement.