FIGS CEO reports 1.34M RSUs vested; sell-to-cover of 62,213 shares

Rhea-AI Filing Summary

Catherine Spear, CEO and director of FIGS, Inc. (FIGS), reported the vesting and settlement of restricted stock units and an associated sell-to-cover tax sale on 10/02/2025. The filing shows 62,213 Class A shares sold at $6.8809 per share solely to satisfy tax and fee obligations under a 10b5-1 plan. After the transactions, the reporting person beneficially owns 1,907,033 Class A shares directly and indirectly, plus 5,469,161 Class B shares convertible into Class A, and 19,347,466 Class A shares underlying vested options. The report discloses that 1,339,906 of the owned securities are RSUs that vested and settled.

Positive

• Used a 10b5-1 plan to execute sell-to-cover, reducing timing and disclosure risk
• Maintains a significant ownership stake via 5,469,161 Class B shares and large option positions

Negative

• 1,339,906 RSUs vested, increasing potential outstanding Class A shares and dilutive supply
• 62,213 shares sold at $6.8809 to cover taxes, indicating immediate dilution from settlement

Insights

Corporate Governance Analyst

TL;DR: CEO completed RSU vesting with a 10b5-1 sell-to-cover for taxes; ownership remains significant.

The filing documents the vesting and settlement of 1,339,906 RSUs and a sell-to-cover sale of 62,213 Class A shares at $6.8809 on 10/02/2025. Using a 10b5-1 instruction letter reduces insider trading timing risk for tax-related sales and signals preplanned liquidity for tax obligations.

The reporting person retains large economic interest through 5,469,161 Class B shares (convertible to Class A) and substantial vested-option exposure of 19,347,466 Class A underlying shares, which preserves control and potential future dilution. Monitor further scheduled RSU settlements and any open exercise/sale activity within the next 12 months for additional dilution or changes in voting power.

Insider Trade Summary

Net Seller: 62,213 shares ($428,081)

Net Sell 3 txns

Insider Spear Catherine Eva

Role Chief Executive Officer

Sold 62,213 shs ($428K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	62,213	$6.8809	$428K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,907,033 shares (Direct); Class A Common Stock — 797,073 shares (Indirect, Held by the Catherine Spear Revocable Trust)

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 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. 1,339,906 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 19,347,466 shares of the Issuer's Class A Common Stock underlying vested options. 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.

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^*

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)
10/02/2025

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	10/02/2025(1)		S(2)		62,213	D	$6.8809	1,907,033(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. 1,339,906 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 19,347,466 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	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.

FAQ

What did FIGS CEO Catherine Spear report on Form 4 (FIGS)?

The report discloses the vesting and settlement of 1,339,906 RSUs and a sell-to-cover sale of 62,213 Class A shares at $6.8809 on 10/02/2025.

Why were 62,213 shares sold according to the filing?

The filing states the shares were sold solely to satisfy taxes and fees owed upon RSU vesting, executed under a 10b5-1 instruction letter dated 05/13/2025.

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

Post-transaction beneficial ownership reported: 1,907,033 Class A shares directly/indirectly, plus 5,469,161 Class B shares convertible to Class A, and 19,347,466 Class A shares underlying vested options.

Do the reported RSUs affect share count or dilution?

Yes. The filing notes 1,339,906 RSUs vested and settled, which increases the number of outstanding Class A shares and is dilutive when settled.

Was the sale part of an insider trading plan?

Yes. The filing indicates the sales were made pursuant to a 10b5-1 instruction letter delivered on 05/13/2025.