FIGS (NYSE: FIGS) CFO sells 22,690 shares to cover RSU tax obligations

Rhea-AI Filing Summary

FIGS, Inc. Chief Financial Officer Sarah Oughtred reported a routine sale of Class A common stock tied to restricted stock unit (RSU) vesting. On 02/05/2026, she sold 22,690 shares at a weighted average price of $10.56 per share under a pre-arranged Rule 10b5-1 instruction letter.

The shares were sold solely to cover taxes and fees owed upon RSU vesting and settlement, and not for discretionary portfolio reasons. After these transactions, Oughtred beneficially owned 821,500 shares of FIGS Class A common stock, including 671,386 RSUs plus additional shares acquired under the 2021 Employee Stock Purchase Plan.

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)
02/05/2026

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	02/05/2026(1)		S(2)		22,690	D	$10.56(3)	821,500(4)	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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.5250 to $10.5607 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. 671,386 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. Includes 6,249 shares acquired on May 30, 2025, and 3,111 shares acquired on November 28, 2025, in each case under the Issuer's 2021 Employee Stock Purchase Plan.

Remarks:

	/s/ Danielle Warner as Attorney-in-Fact for Sarah Oughtred	02/09/2026
	** 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 (FIGS) CFO Sarah Oughtred report in this Form 4 filing?

FIGS CFO Sarah Oughtred reported selling 22,690 shares of Class A common stock. The sale was linked to vesting of restricted stock units and conducted under a Rule 10b5-1 instruction letter to cover related tax obligations and fees, rather than discretionary selling activity.

How many FIGS (FIGS) shares did the CFO sell and at what price?

Sarah Oughtred sold 22,690 FIGS Class A common shares at a weighted average price of $10.56 per share. The filing notes these shares were sold in multiple transactions between $10.5250 and $10.5607 per share, all tied to RSU vesting-related tax withholding.

Why were FIGS (FIGS) shares sold by the CFO according to the Form 4?

The shares were sold solely to cover required taxes and fees owed on vested restricted stock units. The filing explains the sales followed a pre-delivered Rule 10b5-1 instruction letter and that no shares in this report were sold for any purpose other than satisfying those tax obligations.

How many FIGS (FIGS) shares does the CFO own after this transaction?

After the reported transaction, Sarah Oughtred beneficially owned 821,500 FIGS Class A common shares. The filing specifies that 671,386 of these are restricted stock units, each convertible into one share, plus shares previously acquired under the company’s 2021 Employee Stock Purchase Plan.

What role do RSUs play in FIGS (FIGS) CFO Sarah Oughtred’s reported holdings?

Restricted stock units represent a significant part of the CFO’s holdings, with 671,386 RSUs included in the 821,500 total shares reported. Each RSU converts into one FIGS Class A share upon vesting, and the related tax obligations prompted the reported share sales.

What is the Rule 10b5-1 instruction mentioned in the FIGS (FIGS) Form 4?

The filing states the sales were executed under a Rule 10b5-1 instruction letter delivered on August 13, 2024. Such plans pre-schedule trades to help insiders systematically sell shares, here specifically to fund taxes and fees tied to RSU vesting and settlement.