Baron group boosts disclosure of 37.9% FIGS, Inc. (FIGS) stake and caps ownership

Rhea-AI Filing Summary

FIGS, Inc. received an updated Schedule 13D/A from Baron-affiliated investors detailing their ownership and a revised stockholders agreement. Ronald Baron and Baron Capital Group report beneficial ownership of 59,959,449 shares of FIGS Class A common stock, or 37.93% of the 158,093,481 shares outstanding as of February 13, 2026.

The amendment notes that Baron entities made in‑kind distributions of 858,367 shares to clients and executed market purchases totaling several hundred thousand shares in February 2026. A new agreement allows the Baron stockholder group to acquire shares only to replace those distributed or sold for investors, and it limits the group’s beneficial ownership to no more than 59,959,449 shares.

Insights

Equity ownership and governance analyst

Baron group affirms a large FIGS stake with a contractual ownership cap.

The filing shows Baron-affiliated entities collectively beneficially owning up to 59,959,449 FIGS Class A shares, or 37.93% of the 158,093,481 shares outstanding as of February 13, 2026. This confirms highly concentrated institutional ownership in FIGS.

The disclosure also details recent portfolio activity: an in-kind distribution of 858,367 shares by Baron Capital Management, and several market purchases by Baron Focused Growth Fund, BAMCO, and Baron Capital Management across February 10–11, 2026. These transactions reflect portfolio rebalancing rather than a clearly directional change in aggregate exposure.

An amended stockholders agreement dated March 2, 2026 permits the Baron stockholder group to acquire FIGS shares only to replace ones that were distributed or sold with proceeds paid to investors, and expressly caps group beneficial ownership at 59,959,449 shares. Future company filings may further describe how this cap interacts with any governance or voting arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

FIGS, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

Kristine Treglia
Baron Capital Group, Inc., 767 Fifth Avenue, 49th Floor
New York, NY, 10153
(212) 583-2087

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

BAMCO INC /NY/

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

BK

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,833,825.00
8	Shared Voting Power 24,125,603.00
9	Sole Dispositive Power 27,833,825.00
10	Shared Dispositive Power 25,351,709.00

11

Aggregate amount beneficially owned by each reporting person

53,185,534.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.64 %

14

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Baron Capital Management, Inc

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,773,915.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,773,915.00

11

Aggregate amount beneficially owned by each reporting person

6,773,915.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.28 %

14

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Ronald Baron

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,833,825.00
8	Shared Voting Power 30,899,518.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 59,959,449.00

11

Aggregate amount beneficially owned by each reporting person

59,959,449.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.93 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Baron Capital Group, Inc

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,833,825.00
8	Shared Voting Power 30,899,518.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 59,959,449.00

11

Aggregate amount beneficially owned by each reporting person

59,959,449.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.93 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Baron Growth Fund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,368,569.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,368,569.00

11

Aggregate amount beneficially owned by each reporting person

12,368,569.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.82 %

14

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Baron Focused Growth Fund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,000,000.00

11

Aggregate amount beneficially owned by each reporting person

9,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.69 %

14

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: FIGS, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2834 COLORADO AVENUE, SUITE 100, SANTA MONICA, CALIFORNIA , 90404.
Item 1 Comment: This Amendment No. 6 (this "Amendment") amends and supplements that statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 31, 2024 (the "Original Schedule 13D"), as amended by the Amendment No. 1, filed on January 7, 2025 ("Amendment No. 1"), the Amendment No. 2, filed on January 14, 2025 ("Amendment No. 2"), the Amendment No. 3, filed on February 21, 2025 ("Amendment No. 3"), the Amendment No. 4, filed on February 27, 2025 ("Amendment No. 4"), and the Amendment No. 5, filed on March 3, 2025 ("Amendment No. 5" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment, the "Schedule 13D"), that relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of FIGS, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 2834 Colorado Avenue, Suite 100, Santa Monica, California 90404. Except as provided herein, all Items of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5) remain unchanged and this Amendment does not modify any information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5) is hereby amended and restated as follows: Calculations of the percentage of Class A Common Stock beneficially owned are based on 158,093,481 shares of Class A Common Stock outstanding as of February 13, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 26, 2026. The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
(c)	On February 10, 2026, Baron Capital Management, Inc. made distributions in kind of an aggregate of 858,367 shares of Class A Common Stock to certain clients for no consideration. As a result of such distribution in kind, Baron Capital Management, Inc. ceased to beneficially own the shares subject to the distribution in kind. On February 10, 2026, and February 11, 2026, Baron Focused Growth Fund purchased 436,869 shares of Class A Common Stock at a price of between $10.4876 and $10.5145 per share through market purchases. On February 10, 2026, and February 11, 2026, BAMCO, Inc. purchased 416,465 shares of Class A Common Stock at a price between $10.3016 and $10.5008 per share through market purchases on behalf of clients. On February 11, 2026, Baron Capital Management, Inc. purchased 5,033 shares of Class A Common Stock at a price between $10.377 and $10.5009 per share through market purchases on behalf of clients.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5) is hereby amended and supplemented to include the following: Amendment No. 1 to Stockholders Agreement: On March 2, 2026, Baron Capital Management, Inc. ("BCM") and BAMCO (together with BCM, "Baron") and the Issuer entered into an Amendment No. 1 (the "Stockholders Agreement Amendment") to that certain Stockholders Agreement, dated as of February 26, 2025 (as previously filed), pursuant to which Baron, its affiliates or any investment vehicle or account sponsored, managed or advised by Baron, its affiliated investment advisers or any of their respective affiliates (the "Stockholder Group") may acquire shares of Class A Common Stock solely to replace an equal number of shares of Class A Common Stock that were either (i) subject to an in-kind distribution by the Stockholder Group to any of their limited partners, members, shareholders or other equityholders ("Investors") or (ii) sold and the proceeds of such sale were distributed to any such Investors, in each case subject to the terms of the Stockholders Agreement Amendment and provided that in no event may the Stockholder Group acquire any additional shares of Class A Common Stock if such acquisition would result in the Stockholder Group beneficially owning greater that 59,959,449 shares of Class A Common Stock.
Item 7.	Material to be Filed as Exhibits.
	99.6 Amendment No. 1 to Stockholders Agreement, dated as of March 2, 2026, by and among the Issuer, Baron Capital Management, Inc., and BAMCO, Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BAMCO INC /NY/

Signature:	/s/ Ronald Baron
Name/Title:	Ronald Baron/Chairman and CEO
Date:	03/03/2026

Baron Capital Management, Inc

Signature:	/s/ Ronald Baron
Name/Title:	Ronald Baron/Chairman and CEO
Date:	03/03/2026

Ronald Baron

Signature:	/s/ Ronald Baron
Name/Title:	Ronald Baron/Individually
Date:	03/03/2026

Baron Capital Group, Inc

Signature:	/s/ Ronald Baron
Name/Title:	Ronald Baron/Chairman and CEO
Date:	03/03/2026

Baron Growth Fund

Signature:	/s/ Ronald Baron
Name/Title:	Ronald Baron/CEO
Date:	03/03/2026

Baron Focused Growth Fund

Signature:	/s/ Ronald Baron
Name/Title:	Ronald Baron/CEO
Date:	03/03/2026

FAQ

How many FIGS (FIGS) shares do Baron-affiliated investors now beneficially own?

Baron-affiliated investors, including Ronald Baron and Baron Capital Group, report beneficial ownership of 59,959,449 FIGS Class A shares, representing 37.93% of the company’s Class A common stock, based on 158,093,481 shares outstanding as of February 13, 2026.

What percentage of FIGS (FIGS) does Ronald Baron control according to this Schedule 13D/A?

Ronald Baron reports beneficial ownership of 59,959,449 FIGS shares, or 37.93% of the Class A common stock outstanding. This percentage is calculated using 158,093,481 shares outstanding as of February 13, 2026, as disclosed in FIGS’ Form 10-K.

What recent FIGS (FIGS) share transactions are disclosed for Baron entities?

The filing notes that on February 10, 2026, Baron Capital Management made in‑kind distributions of 858,367 FIGS shares for no consideration, and Baron funds and BAMCO purchased an aggregate of several hundred thousand FIGS shares in market transactions on February 10–11, 2026 at prices around $10–$10.50.

What does the new stockholders agreement amendment mean for FIGS (FIGS) and Baron’s stake?

The March 2, 2026 amendment allows the Baron stockholder group to acquire FIGS shares only to replace shares previously distributed in kind or sold with proceeds distributed to investors. It also caps the group’s beneficial ownership at 59,959,449 Class A shares, limiting further net accumulation.

How large are Baron Growth Fund and Baron Focused Growth Fund positions in FIGS (FIGS)?

Baron Growth Fund reports beneficial ownership of 12,368,569 FIGS shares, or 7.82% of the Class A common stock. Baron Focused Growth Fund reports 9,000,000 FIGS shares, representing 5.69% of the outstanding Class A shares, based on the 158,093,481-share reference figure.

On what share count is the FIGS (FIGS) ownership calculation based?

All reported ownership percentages use a base of 158,093,481 FIGS Class A shares outstanding as of February 13, 2026. This figure comes from FIGS, Inc.’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.