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FIGS insider: 9,968-share sale at $7.36 after RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

FIGS, Inc. CFO Sarah Oughtred reported the vesting and settlement of restricted stock units that increased her beneficial holdings and the sale of a portion of shares to cover taxes. On 10/03/2025 she sold 9,968 shares of Class A common stock at $7.36 per share under a 10b5-1 instruction letter to satisfy tax and fee obligations tied to RSU vesting. After the transactions she beneficially owned 868,090 shares, of which 773,554 are RSUs representing contingent rights to receive Class A shares. The Form 4 was signed by an attorney-in-fact on 10/06/2025.

Positive

  • Sale executed under a 10b5-1 plan, indicating preplanned and compliant insider trading
  • Large portion of holdings are RSUs, aligning executive incentives with long-term equity ownership

Negative

  • Sale reduced directly held shares by 9,968, adding near-term share supply to the market

Insights

TL;DR: Executive complied with a pre-established 10b5-1 plan to sell shares for tax obligations after RSU vesting.

The filing documents the vesting and settlement of 773,554 RSUs and a contemporaneous sale of 9,968 Class A shares at $7.36 to cover withholding taxes. Using a 10b5-1 instruction letter provides an affirmative defense under trading rules and signals preplanned disposition rather than opportunistic trading.

Key dependencies and risks include the ongoing vesting schedule for remaining RSUs and any future tax withholding events; investors can track additional Form 4s tied to those vesting dates for near-term share supply changes.

TL;DR: Large portion of reported holdings are unvested RSUs, affecting near-term dilution and executive ownership calculations.

The filing states 773,554 RSUs within the reporter's total beneficial ownership of 868,090 shares, indicating most of her reported stake derives from contingent awards rather than fully owned shares. When RSUs settle they increase outstanding shares and can lead to automated sell-to-cover transactions.

Watch the schedule and magnitude of future RSU vesting over the next 12 months to assess potential dilution and periodic insider selling tied solely to tax obligations.

Insider Oughtred Sarah
Role Chief Financial Officer
Sold 9,968 shs ($73K)
Type Security Shares Price Value
Sale Class A Common Stock 9,968 $7.36 $73K
Holdings After Transaction: Class A Common Stock — 868,090 shares (Direct)
Footnotes (1)
  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. 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 AUGUST 13, 2024, AND NONE OF THE SHARES REPORTED ON THIS FORM 4 WERE SOLD FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES AND FEES. 773,554 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Oughtred Sarah
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025
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 10/03/2025(1) S(2) 9,968 D $7.36 868,090(3) D
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 AUGUST 13, 2024, AND NONE OF THE SHARES REPORTED ON THIS FORM 4 WERE SOLD FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES AND FEES.
3. 773,554 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock.
Remarks:
/s/ Danielle Warner as Attorney-in-Fact for Sarah Oughtred 10/06/2025
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did FIGS (FIGS) CFO Sarah Oughtred report on the Form 4?

She disclosed the vesting/settlement of restricted stock units and a sale of 9,968 Class A shares at $7.36 on 10/03/2025 to cover taxes.

Why were shares sold by the reporting person?

The filing says the shares were sold solely to cover required taxes and fees due upon RSU vesting under a 10b5-1 instruction letter.

How many shares does the reporting person beneficially own after the transaction?

Following the transaction she beneficially owned 868,090 shares, of which 773,554 are RSUs representing contingent rights to receive Class A shares.

Was the transaction preplanned or discretionary?

The sales were made pursuant to a 10b5-1 instruction letter delivered on 08/13/2024, indicating a pre-established plan.