Pre-IPO Advisors

Your Figma RSUs settled as ordinary income. The lockup is over. Now comes the tax decision.

Figma went public in mid-2025 (NYSE: FIG), converting double-trigger RSUs to ordinary income at IPO-day prices. The reported standard lockup has expired. Employees who settled in mid-2025 are now crossing the one-year holding-period threshold — meaning those lots qualify for long-term capital gains treatment, or are harvestable capital losses, depending on where FIG is trading. The decision you face in mid-2026 is structurally different from what it was at the lockup, and most holders haven't made a deliberate plan.

What happened at the IPO and since

  • IPO mid-2025, NYSE: FIG. After Adobe's reported ~$20 billion acquisition was abandoned in late 2023 following regulatory opposition from UK and EU authorities,1 Figma pivoted to an independent IPO. The listing gave employees their first broadly accessible liquidity event after years of restricted shares.
  • Double-trigger RSUs settled at IPO. Most pre-IPO Figma RSU grants were structured with two vesting conditions: service vesting and a liquidity event. The IPO was the second trigger. All vested RSUs settled simultaneously at IPO-day prices — creating a concentrated ordinary-income event in the year of the listing.
  • Standard lockup has expired. Post-IPO lockups typically restrict employees from selling for approximately 180 days. For a mid-2025 IPO, that window closed approximately late 2025 to early 2026. Selling is now a choice, not a restriction — which is, in many ways, harder.
  • FIG has pulled back from its post-IPO highs. FIG reportedly traded roughly 40% below post-IPO highs on a year-to-date basis as of mid-June 2026. The lot-level tax implications depend on where your specific RSU lots settled versus where FIG trades today.
  • Ongoing vesting continues. Employees on standard vesting schedules continue receiving RSU vest events that settle into new ordinary income. This is a recurring W-2 item from FIG until the grant runs out or employment changes.

Your RSU grant terms, vesting dates, cost-basis records, and withholding history are specific to your grant documents and brokerage account. Verify against your equity portal and W-2. This site is not affiliated with or endorsed by Figma.

The settlement tax event: what you owe and what was withheld

Double-trigger RSU settlement is taxed as ordinary income under IRC §832 — the full fair market value of shares on settlement day lands in your gross income. For most FIG holders this meant:

The one-year clock: mid-2025 lots are qualifying for LTCG now

Holding period for capital gains starts at the RSU settlement date — not grant date, not vesting date. For Figma employees who settled in mid-2025:

When FIG is trading below your settlement price: harvesting and lot strategy

If Figma has pulled back from its IPO levels, some or all of your settled RSU lots may be at unrealized capital losses. This is unusual psychological territory — employees who "earned" shares don't naturally feel like harvesting a loss — but it creates a concrete planning opportunity:

The concentration calculator lets you model a per-year glidepath with your actual lot data, LTCG and NIIT rates, state rate, and net-proceeds breakdown for each year of selling.

Ongoing vesting: new ordinary income with every vest

RSUs continue vesting on their original schedule after the IPO. Each vest event settles into new ordinary income at the current FIG market price, with its own tax and holding-period implications:

The concentration decision: what percentage of your net worth is FIG?

For most Figma employees, FIG represents the largest single asset — often multiples of annual cash salary. The concentration question is not "will FIG go up?" but "how much of my net worth should be held in one volatile public stock?"

If you're an officer or hold material nonpublic information

Figma employees with access to material nonpublic information — officers, board members, and certain senior employees in sensitive roles — face trading-window restrictions on top of the expired lockup. Selling outside a company-approved window creates insider-trading exposure regardless of intent.

Six planning steps for FIG holders now

  1. Pull your lot report. Log into your brokerage account and list every FIG lot with its acquisition date, cost basis, and current gain or loss. Identify which lots are post-1-year LTCG eligible and which are still short-term. This is the foundation for every decision below.
  2. Close the withholding gap from the 2025 settlement. If your RSU settlement in 2025 under-withheld and you haven't addressed the shortfall, confirm whether you still owe a balance or an underpayment penalty. The RSU settlement tax estimator sizes the federal gap.
  3. Set your concentration target in writing — before the next trading window. Decide what percentage of your net worth should remain in FIG. Calculate the shares you need to sell to reach that target. Do this while you can think clearly, before price moves and trading windows create urgency.
  4. Evaluate each lot's tax position given the LTCG timing. For lots crossing the 1-year mark in mid-2026: if above basis, selling after the threshold captures a long-term gain. If below basis, selling now harvests a loss — waiting adds duration risk for no tax improvement. For ongoing vest lots with a shorter clock: hold if above basis and the concentration target allows.
  5. Decide on charitable strategy this calendar year. Match appreciated lots (use LTCG rate savings to calculate the optimal lots for giving vs. selling) against your giving plans. Don't leave this for December — year-end pressure makes the math worse.
  6. Set up a 10b5-1 plan if you're in an insider role. Work with legal counsel and a fee-only advisor during an open window to structure a plan before your next blackout period. The cooling-off period means you can't adopt and trade immediately — lead time matters.

Just researching FIG stock?

FIG is a publicly traded company — any brokerage can buy shares. This page is written for employees and holders managing a position they already own. For pre-IPO planning, see the tender offer guide or OpenAI pre-IPO planning. For other recently-public companies in a similar post-lockup phase, see SpaceX (SPCX) and Klarna (KLAR).

Your lot calendar is running. Get a glidepath modeled.

Get matched with a fee-only fiduciary who works post-IPO equity — lot-selection strategy, concentration targets, LTCG timing, loss harvesting, 10b5-1 design, and estimated-tax planning. Free, no obligation.

Sources

  1. The Guardian — "Adobe abandons $20bn takeover of Figma after regulators block deal" (December 18, 2023)
  2. IRC § 83 — Property Transferred in Connection with Performance of Services (Cornell LII) — ordinary income on RSU settlement
  3. IRS Topic 307 — Backup Withholding (supplemental withholding rate guidance)
  4. IRC § 1211 — Limitation on Capital Losses (Cornell LII) — $3,000/year deduction against ordinary income
  5. IRC § 1091 — Loss from Wash Sales (Cornell LII) — 30-day repurchase window for loss disallowance
  6. SEC Release 33-11138 — Insider Trading Arrangements and Related Disclosures (10b5-1 amendments, eff. Feb 27, 2023)

Tax rates cited are 2026 values per IRS Rev. Proc. 2025-32: supplemental withholding 22% (under $1M), top ordinary rate 37%, LTCG 20% + 3.8% NIIT for high earners. Capital-loss limitation $3,000/year against ordinary income per IRC §1211. Content is educational; verify against your own documents and a qualified CPA before acting. This site is not affiliated with or endorsed by Figma.