Figure Technology Solutions Inc

This is a customary, open‑ended agenda item that authorizes consideration of any additional, properly presented matters at the Annual Meeting that are not specifically described in the proxy statement. It does not propose a specific action for shareholders to approve; rather, it permits the meeting to address unforeseen or procedural matters that may arise before or during the meeting. The proxy materials state that the named proxies will vote any such matters according to their best judgment, which gives the Board and proxy holders discretion to act on routine or emergent issues without prior supplemental disclosure. From a governance perspective, this placeholder can encompass ministerial actions (e.g., adjournments) but could also be used to address late-filed proposals or motions that survive procedural challenges; shareholders have limited ability to influence such ad hoc items unless they were previously disclosed and circulated. The existence of this item underscores the importance of timely proxy voting because discretionary votes may be cast by proxies in the absence of explicit stockholder instructions. Broker non‑votes and the Company’s voting rules (including plurality for director elections and majority for ratification matters) determine the impact of such ad hoc items on outcomes; importantly, the proxy states proxies will use their judgment, which may reduce predictability for activists or minority holders. Given Figure’s controlled‑company status and concentrated Class B voting power, most substantive post‑meeting actions would likely require Board support or the assent of controlling holders, which limits the practical ability of ad hoc business to materially alter governance. Investors concerned about potential surprise actions should consider voting their proxies in advance or attending the virtual meeting to register explicit instructions.