FIGS insider filing: tax sale disclosed; major option repricing lowers strike to $6.63

Rhea-AI Filing Summary

FIGS insider transaction summary: Catherine Spear, the company's CEO, director and a 10% owner, reported on Form 4 that 65,866 shares of Class A Common Stock were sold on August 13, 2025 at $6.88 per share solely to cover taxes and fees arising from RSU vesting pursuant to a 10b5-1 instruction. Following that sale, Ms. Spear beneficially owned 1,969,246 shares of Class A Common Stock directly and indirectly, plus significant additional holdings not reported on this Form 4, including 5,469,161 Class B shares convertible into Class A and 18,958,606 shares underlying vested options.

Separately, on August 12, 2025 the company completed a one-time option repricing affecting 727,097 fully vested options originally granted May 26, 2021: the exercise price was reduced from $22.00 to $6.63, and the repriced options now vest in 24 equal monthly installments beginning September 12, 2025; expiration dates and share counts remain unchanged.

Positive

• Sale disclosed as 10b5-1 tax-covering transaction, indicating the 65,866-share sale was executed solely to pay taxes and fees on RSU vesting
• Full disclosure of holdings including direct Class A ownership and details on Class B convertible shares and option counts provides transparency

Negative

• Option repricing materially reduced exercise price from $22.00 to $6.63 for 727,097 options, increasing intrinsic value and potential dilution
• Vesting schedule extended for repriced options which alters compensation dynamics despite no change to expiration or share count

Insights

Financial Analyst

TL;DR: Insider sold shares only to cover taxes; large option repricing materially lowers exercise price and alters vesting.

The reported sale of 65,866 Class A shares at $6.88 was executed under a 10b5-1 instruction solely to satisfy tax and fee obligations from RSU settlement, which reduces the likelihood the sale reflects a change in view on company fundamentals. The Option Repricing reducing exercise price from $22.00 to $6.63 on 727,097 options is material: it increases the immediate intrinsic value of those option holders and creates potential dilution upon exercise. Vesting was extended into 24 monthly installments starting September 12, 2025, which staggers potential option exercises. Investors should note the company disclosed substantial additional convertible and option-based share exposure elsewhere in the filing.

Corporate Governance Expert

TL;DR: Option repricing raises governance and alignment questions despite tax-covering sale disclosure.

The one-time repricing of 727,097 fully vested options to the then-closing price of $6.63 represents a significant concession to option holders and may be perceived as management-favoring, as it materially increases the value available to insiders relative to the original $22.00 strike. While vesting extension introduces future service requirements, the combination of lowering exercise price and retaining original expiration and share counts warrants scrutiny from a governance perspective because it can dilute existing shareholders and changes executive compensation economics. The disclosed 10b5-1 tax-sale is routine and transparently reported.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
08/12/2025

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	08/13/2025		S(1)		65,866	D	$6.88	1,969,246(2)	D
Class A Common Stock								797,073	I	Held by the Catherine Spear Revocable Trust
Class A Common Stock								141(3)	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
Stock Option (Right to Buy)	$22	08/12/2025		D			727,097	(4)	05/25/2031	Class A Common Stock	727,097	(5)	0	D
Stock Option (Right to Buy)	$6.63	08/12/2025		A		727,097		(6)	05/25/2031	Class A Common Stock	727,097	(5)	727,097	D

Explanation of Responses:

1. 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 RESTRICTED STOCK UNITS ("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 AS SOLD ON THIS FORM 4 WERE SOLD FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES AND FEES.

2. 1,460,886 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 holds 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 an equal number of shares of Class A Common Stock, and 18,958,606 shares of the Issuer's Class A Common Stock underlying vested options, neither of which are reported on this Form 4.

3. 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.

4. All shares underlying this option have vested.

5. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on August 12, 2025 (the "Repricing Date"). The Option Repricing applies to 727,097 fully vested options originally granted to the Reporting Person on May 26, 2021 with an original exercise price of $22.00. Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $6.63 per share, the closing price of the Issuer's Class A Common Stock on the Repricing Date. The vesting schedule of the repriced options has also been extended as reported herein. There is no change to the expiration date of, or number of shares underlying, the repriced options. For more information, see Part II, Item 5. "Other Information" in the Issuer's Form 10-Q filed with the SEC on August 7, 2025.

6. The option vests and becomes exercisable in 24 equal monthly installments, with the first installment vesting on September 12, 2025.

Remarks:

	/s/ Danielle Warner as Attorney-in-Fact for Catherine Spear	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did FIGS insider Catherine Spear sell on the Form 4 (FIGS)?

The filing reports a sale of 65,866 shares of Class A Common Stock on August 13, 2025 at $6.88 per share solely to cover taxes and fees from RSU vesting.

What is the scope of the option repricing disclosed in the Form 4 for FIGS?

A one-time repricing on August 12, 2025 amended 727,097 fully vested options: the exercise price was reduced from $22.00 to $6.63 and vesting was extended into 24 equal monthly installments beginning September 12, 2025.

How many FIGS shares does Catherine Spear beneficially own after the reported transactions?

The Form 4 shows 1,969,246 Class A shares beneficially owned following the reported sale, plus disclosure of 5,469,161 Class B shares (convertible) and 18,958,606 shares underlying vested options not reported on this Form 4.

Were the shares sold for reasons other than taxes according to the filing?

No. The filing states the 65,866 shares were sold solely to cover required taxes and fees and were executed pursuant to a 10b5-1 instruction delivered May 13, 2025.

Does the repricing change option expiration dates or share counts for FIGS?

No. The filing states there is no change to the expiration date or number of shares underlying the repriced options.