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FIGS (NYSE: FIGS) director receives 15,456 RSUs in annual equity grant

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

Rhea-AI Filing Summary

Willhite John Martin reported acquisition or exercise transactions in this Form 4 filing.

FIGS, Inc. director John Martin Willhite received an equity grant of 15,456 restricted stock units (RSUs) of Class A Common Stock. The grant represents his annual equity award under the company’s Non-Employee Director Compensation Program, automatically granted on the date of the 2026 annual meeting of stockholders.

The RSUs vest in full on the earlier of the one-year anniversary of June 3, 2026 or the next annual meeting of stockholders following that date, subject to his continued service. Following this award, he directly holds 3,263,095 shares of FIGS Class A Common Stock.

Positive

  • None.

Negative

  • None.
Insider Willhite John Martin
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 15,456 $0.00 --
Holdings After Transaction: Class A Common Stock — 3,263,095 shares (Direct, null)
Footnotes (1)
  1. These restricted stock units ("RSUs") represent the Reporting Person's annual equity grant pursuant to the Issuer's Non-Employee Director Compensation Program and were granted automatically on the date of the Issuer's 2026 annual meeting of stockholders. The RSUs vest in full on the earlier to occur of (i) the one-year anniversary of June 3, 2026 and (ii) the date of the Issuer's next annual meeting of stockholders following June 3, 2026, subject to the Reporting Person's continued service through the applicable vesting date. 15,456 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. This amount also includes 3,147,432 shares of the Issuer's Class A Common Stock received in a pro rata distribution exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.
RSU grant size 15,456 RSUs Annual equity grant to non-employee director on 2026 meeting date
Grant price per share $0.0000 per share Reported transaction price for Class A Common Stock grant
Post-transaction holdings 3,263,095 shares Total Class A Common Stock directly held after grant
Pro rata distribution shares 3,147,432 shares Class A Common Stock received via pro rata distribution under Rule 16a-9
restricted stock units ("RSUs") financial
"These restricted stock units ("RSUs") represent the Reporting Person's annual equity grant"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Non-Employee Director Compensation Program financial
"annual equity grant pursuant to the Issuer's Non-Employee Director Compensation Program"
pro rata distribution financial
"shares of the Issuer's Class A Common Stock received in a pro rata distribution"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
Rule 16a-9 regulatory
"pro rata distribution exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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*
Willhite John Martin
(Last)(First)(Middle)
61 E. COLORADO BLVD.
UNIT 200
(Street)
PASADENA CALIFORNIA 91105
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FIGS, Inc. [ FIGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/03/2026A15,456(1)A$03,263,095(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These restricted stock units ("RSUs") represent the Reporting Person's annual equity grant pursuant to the Issuer's Non-Employee Director Compensation Program and were granted automatically on the date of the Issuer's 2026 annual meeting of stockholders. The RSUs vest in full on the earlier to occur of (i) the one-year anniversary of June 3, 2026 and (ii) the date of the Issuer's next annual meeting of stockholders following June 3, 2026, subject to the Reporting Person's continued service through the applicable vesting date.
2. 15,456 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. This amount also includes 3,147,432 shares of the Issuer's Class A Common Stock received in a pro rata distribution exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.
Remarks:
/s/ Danielle Warner as Attorney-in-Fact for J. Martin Willhite06/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did FIGS (FIGS) director John Martin Willhite report in this Form 4?

John Martin Willhite reported receiving 15,456 restricted stock units of FIGS Class A Common Stock as an annual equity grant. The award was made under FIGS’ Non-Employee Director Compensation Program on the date of the company’s 2026 annual meeting of stockholders.

How many FIGS (FIGS) shares does John Martin Willhite hold after this grant?

After the reported grant, John Martin Willhite directly holds 3,263,095 shares of FIGS Class A Common Stock. This total includes the newly granted 15,456 restricted stock units and other Class A shares referenced in the footnotes to the Form 4 filing.

What are the vesting terms for John Martin Willhite’s new FIGS (FIGS) RSUs?

The 15,456 RSUs vest in full on the earlier of the one-year anniversary of June 3, 2026 or the date of FIGS’ next annual stockholder meeting after June 3, 2026. Vesting is conditioned on Willhite’s continued service through the applicable vesting date.

What does each RSU granted to John Martin Willhite by FIGS (FIGS) represent?

Each of the 15,456 restricted stock units represents a contingent right to receive one share of FIGS Class A Common Stock. Settlement occurs upon vesting, consistent with the company’s equity plan and the Non-Employee Director Compensation Program described in the filing footnotes.

How were some of John Martin Willhite’s FIGS (FIGS) shares originally received?

The filing states that 3,147,432 shares of FIGS Class A Common Stock were received in a pro rata distribution. This distribution was exempt under Rule 16a-9 of the Securities Exchange Act of 1934, as described in the Form 4 footnotes.