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:
- Ordinary income at the IPO settlement price. Each settled RSU was valued at the FIG price on settlement day and included in your W-2. A meaningful RSU grant at IPO prices can represent a year or more of salary as a single taxable event — at your top marginal rate, potentially 37% federal plus state.
- Supplemental withholding undershoots most employees. The IRS requires employers to withhold at the supplemental rate — 22% federal for income under $1 million3 — on RSU settlement. For employees with large settlements, the real marginal rate is 35–37% federal. That 13–15 point gap on a large event is an unplanned April liability and can trigger underpayment penalties. If you haven't confirmed whether you owe more from the 2025 settlement, check now. Use the RSU settlement tax estimator to size the gap.
- State taxes add to the bill. California — where Figma is headquartered — taxes ordinary income at up to 13.3% with no preferential rate for capital gains. New York and most other high-income states run similar top rates on RSU settlement income.
- Sell-to-cover shares carry their own clock. Most employers sold some shares at settlement to fund withholding. Those shares have a cost basis equal to the settlement price and a holding period starting at that settlement date — relevant for loss harvesting if FIG has since declined.
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:
- As of mid-2026, those lots are crossing the one-year mark. RSUs settled in June or July 2025 become eligible for long-term capital gains treatment in June or July 2026. Federal LTCG rates are 0%, 15%, or 20% depending on income — versus 37% ordinary income for most FIG employees at these income levels. The rate difference is material; the timing matters.
- If FIG is above your settlement basis: selling after crossing 1 year captures a long-term gain at the preferential LTCG rate. Selling before that date would make it a short-term gain taxed at ordinary income rates. The argument for waiting — if the stock is above your basis — is substantial.
- If FIG is below your settlement basis: the "gain" is actually a loss. Holding past one year to get LTCG classification on a loss doesn't improve the tax outcome — a long-term capital loss and a short-term capital loss both offset capital gains dollar-for-dollar, and both are limited to $3,000 per year against ordinary income under IRC §1211.4 If you're ready to harvest a loss, waiting for the LTCG clock adds duration risk for no tax benefit.
- The crossing-point decision: for lots near the 1-year mark with a gain, the hold/sell calculus turns on whether the rate savings (roughly 17 percentage points federal, for the 37%-to-20% shift) outweighs the risk of FIG declining further before the clock crosses. For a large position, this is a quantified tradeoff, not a feel. Run the math.
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:
- Tax-loss harvesting. Selling FIG lots at a loss captures a capital loss that offsets capital gains elsewhere in your portfolio this year. If you hold index funds, other equity positions, or are managing gains from another source, FIG losses can reduce the combined tax bill on the full picture.
- The wash-sale rule limits the repurchase clock. Under IRC §1091,5 if you sell FIG at a loss and buy substantially identical securities within 30 days before or after the sale, the loss is disallowed. You can still own FIG after the loss sale — you just need to wait out the 30-day window before re-entering if you want to maintain the deduction. If you want continued exposure during the window, a different correlated holding avoids the wash-sale issue.
- Lot selection changes every sale's tax consequence. Your FIG holdings are a mosaic of lots from different dates (IPO settlement, sell-to-cover residual, ongoing vest events). Specific identification at the brokerage level lets you choose which lots to sell — a profitable planning lever. Selling the highest-basis lots minimizes gains; selling the lowest-basis lots minimizes long-term gain taxes if you're below the 20% threshold. Confirm your brokerage supports specific-lot identification before assuming it's the default.
- Don't let the tax tail drive the concentration decision. Holding 60–80% of net worth in one volatile public stock to defer a capital gain or preserve a harvestable loss is usually the wrong tradeoff. Uncompensated concentration risk in a single-name position can exceed the tax cost of realizing the gain. Model both; a planned glidepath typically beats either extreme.
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:
- Withholding gap continues. The 22% supplemental withholding rate applies to each vest event. For high-income employees, the 13–15 point gap reappears each quarter. Quarterly estimated payments remain relevant as long as vesting is a material income source.
- Each vest creates a new lot with its own basis and clock. A vest in Q3 2026 creates shares with a basis of the Q3 2026 FIG price and a 1-year LTCG clock starting Q3 2026. Managing a portfolio of lots from a dozen different vest dates — each with different gains, losses, and holding periods — requires deliberate accounting.
- Grant refresh and new offers. Post-IPO refresh grants, if you received one, may vest over a different schedule. Check your equity portal for all active grants and their vest dates.
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?"
- The concentration target is a financial-plan answer, not a stock prediction. Common planning guidance sets a single-stock ceiling between 10–25% of investable assets, but the right number depends on your total net worth, income stability, spending needs, risk tolerance, and whether you're still accumulating RSUs from this company. Someone with $5M in FIG and another $5M in diversified assets faces a different risk profile than someone for whom FIG is 90% of everything.
- Glidepath beats point-in-time decisions. A scheduled selling cadence — quarterly tranches until you hit your concentration target, perhaps coupled with a 10b5-1 plan if you're an insider — removes the "what if it doubles after I sell" paralysis by deciding once. The glidepath is not about the stock. It's about the allocation.
- Charitable giving with appreciated lots. If you're charitably inclined and some lots are above basis (including lots approaching LTCG), donating appreciated FIG shares directly to a donor-advised fund avoids the capital gain entirely and generates a deduction at full fair market value. For lots at a loss, the calculus inverts: sell for the loss, donate cash.
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.
- 10b5-1 plans let you pre-commit your selling schedule. Under SEC Rule 10b5-1, as amended effective February 27, 2023 (Release 33-11138),6 officers and directors can adopt a trading plan while not in possession of MNPI. The cooling-off period for officers is the later of 90 days after adoption or the next quarterly earnings release plus two business days, capped at 120 days. Non-officers have a 30-day cooling-off period.
- One overlapping plan at a time for officers. The 2023 amendments prohibit officers from maintaining multiple concurrent single-trade plans — one plan, no overlapping arrangements.
- Adopt during an open window before the next blackout. If you're approaching a blackout period, the window to set up a plan is now. See the 10b5-1 trading plans guide for the full mechanics, cooling-off calendar, and worked examples.
Six planning steps for FIG holders now
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
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Sources
- The Guardian — "Adobe abandons $20bn takeover of Figma after regulators block deal" (December 18, 2023)
- IRC § 83 — Property Transferred in Connection with Performance of Services (Cornell LII) — ordinary income on RSU settlement
- IRS Topic 307 — Backup Withholding (supplemental withholding rate guidance)
- IRC § 1211 — Limitation on Capital Losses (Cornell LII) — $3,000/year deduction against ordinary income
- IRC § 1091 — Loss from Wash Sales (Cornell LII) — 30-day repurchase window for loss disallowance
- 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.