FIGS (FIGS) CEO Catherine Spear Reports Tax-Related Sale of 49,734 Class A Shares

Rhea-AI Filing Summary

FIGS, Inc. insider Catherine Eva Spear, the Chief Executive Officer, reported a sale of 49,734 shares of Class A Common Stock on January 6, 2026 at an average price of $11.3789 per share. The filing explains that these shares were sold under a Rule 10b5-1 instruction and solely to cover taxes and fees triggered by the vesting and settlement of restricted stock units (RSUs), rather than for discretionary selling. Following the transaction, she directly holds 1,857,299 Class A shares, which include 1,218,926 RSUs, and also has additional indirect Class A holdings through a revocable trust. She is also reported to beneficially own Class B shares that are convertible into Class A shares and Class A shares underlying vested options, reflecting a substantial equity stake aligned with the company’s performance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spear Catherine Eva

(Last) (First) (Middle)

C/O FIGS, INC., 2834 COLORADO AVENUE

SUITE 100

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIGS, Inc. [ FIGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/06/2026(1)		S(2)		49,734	D	$11.3789	1,857,299(3)	D
Class A Common Stock								797,073	I	Held by the Catherine Spear Revocable Trust
Class A Common Stock								141(4)	I	Held by Hollywood Capital Partners LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. THIS FORM 4 CONCERNS THE VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS ("RSUs"), WHICH SERVE TO INCREASE THE NUMBER OF SHARES OF THE OUTSTANDING CAPITAL STOCK OF THE ISSUER OWNED BY THE REPORTING PERSON, AND THE RELATED SALE OF CERTAIN SHARES REQUIRED PURSUANT TO A 10B5-1 INSTRUCTION LETTER TO SATISFY THE TAX OBLIGATIONS OWED IN CONNECTION WITH THE VESTING AND SETTLEMENT OF SUCH RSUs. SEE ADDITIONAL FOOTNOTES BELOW FOR MORE INFORMATION.

2. REPRESENTS THE AGGREGATE NUMBER OF SHARES SOLD BY THE REPORTING PERSON SOLELY TO COVER REQUIRED TAXES AND FEES DUE UPON THE VESTING AND SETTLEMENT OF RSUs. THE SALES WERE MADE PURSUANT TO A 10B5-1 INSTRUCTION LETTER DELIVERED TO THE ISSUER ON MAY 13, 2025, AND NONE OF THE SHARES REPORTED ON THIS FORM 4 WERE SOLD FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES AND FEES.

3. 1,218,926 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. In addition to the securities reported in this column, the Reporting Person beneficially owns 5,469,161 shares of the Issuer's Class B Common Stock directly and indirectly through various trusts, which are convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and 19,490,436 shares of the Issuer's Class A Common Stock underlying vested options.

4. The Reporting Person is a managing member of Hollywood Capital Partners LLC and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Remarks:

	/s/ Danielle Warner as Attorney-in-Fact for Catherine Spear	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FIGS (FIGS) report for Catherine Eva Spear?

The filing reports that Catherine Eva Spear, Chief Executive Officer, sold 49,734 shares of FIGS Class A Common Stock on January 6, 2026 at an average price of $11.3789 per share.

Why did Catherine Eva Spear sell FIGS (FIGS) shares on January 6, 2026?

The footnotes state that the 49,734 shares were sold solely to cover required taxes and fees arising from the vesting and settlement of RSUs, pursuant to a Rule 10b5-1 instruction letter.

How many FIGS Class A shares does Catherine Eva Spear hold after this Form 4 transaction?

After the reported sale, she directly holds 1,857,299 shares of FIGS Class A Common Stock, of which 1,218,926 are restricted stock units (RSUs).

What indirect FIGS (FIGS) holdings are reported for Catherine Eva Spear?

The filing shows 797,073 Class A shares held by the Catherine Spear Revocable Trust and 141 Class A shares held by Hollywood Capital Partners LLC, with Spear disclaiming beneficial ownership of the latter except for her pecuniary interest.

What additional equity interests in FIGS does Catherine Eva Spear beneficially own?

Footnotes report that she beneficially owns 5,469,161 shares of Class B Common Stock, which are convertible into Class A shares at her option, and 19,490,436 Class A shares underlying vested options.

Was the FIGS insider sale by Catherine Eva Spear under a Rule 10b5-1 plan?

Yes. The filing notes that the sales were made pursuant to a Rule 10b5-1 instruction letter delivered on May 13, 2025, and were used only to cover taxes and fees from RSU vesting.