Catherine Spear Reprices 727K FIGS Options; Owns 14.6% of Class A

Rhea-AI Filing Summary

Catherine Spear reports beneficial ownership of 26,290,834 shares of FIGS Class A common stock, representing 14.6% of the Class A outstanding based on 154,989,563 shares as of July 31, 2025. Effective August 12, 2025, Spear had 727,097 fully vested options repriced from $22.00 to $6.63 per share, with vesting schedules extended but no change to expiration dates or share counts. Spear holds 508,356 Class A shares and 1,352,608 Class B shares (convertible 1:1), 120,980 restricted stock units, and options to purchase 19,395,123 Class A shares vested/exercisable within 60 days. On August 13, 2025, she sold 65,866 shares at $6.88 to cover taxes and fees. The filing notes certain trust-held shares and a Voting Agreement among Voting Parties, while disclaiming beneficial ownership of other parties' shares.

Positive

• Significant insider stake: Reporting person beneficially owns 26,290,834 shares, representing 14.6% of Class A stock.
• Option repricing executed: 727,097 fully vested options repriced from $22.00 to $6.63, aligning exercise price to market close on August 12, 2025.
• Transparency on holdings: Filing discloses Class A and Class B shares, RSUs, and a large pool of exercisable options, clarifying potential near-term share supply.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider ownership is significant at 14.6% and option repricing was executed, with extended vesting and unchanged expirations.

The reporting shows a substantial insider stake that can influence governance and voting outcomes. The Option Repricing reduced exercise price for 727,097 vested options to the closing price on August 12, 2025, and extended vesting schedules while preserving expiration dates and share counts. The filing also discloses convertible Class B shares, restricted stock units, and large option positions exercisable within 60 days, which clarify the insider's near-term potential dilution and voting capacity. The Voting Agreement language indicates coordinated voting among parties, though the filer expressly disclaims beneficial ownership of other voting parties' shares.

Securities Analyst

TL;DR: Material holdings and option repricing alter insider economics but the filing contains no new operating or financial results.

The Schedule 13D/A updates beneficial ownership metrics and documents a one-time option repricing to an exercise price of $6.63 on 727,097 options and a small open-market sale of 65,866 shares at $6.88 to cover tax obligations. The detailed breakdown of Class A and Class B holdings, RSUs and exercisable options provides transparency on potential near-term share supply. There are no statements of additional transactions, financing, or operational developments in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

FIGS, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

30260D103

(CUSIP Number)

Todd Maron
c/o FIGS, Inc. 2834 Colorado Avenue, Suite 100
Santa Monica, CA, 90404
424-300-8330

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

08/12/2025

(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 No. 30260D103

1

Name of reporting person

Spear Catherine Eva

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)

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 26,290,693.00
8	Shared Voting Power 141.00
9	Sole Dispositive Power 26,290,693.00
10	Shared Dispositive Power 141.00

11

Aggregate amount beneficially owned by each reporting person

26,290,834.00

12

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

13

Percent of class represented by amount in Row (11)

14.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(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: EXPLANATORY NOTE: This Amendment No. 9 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on May 26, 2022 (as amended, the "Schedule 13D"), relating to the Class A Common Stock, $0.0001 par value per share (the "Class A Common Stock"), of FIGS, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a)-(e) of the Schedule 13D is hereby amended and restated in its entirety as follows: Amount beneficially owned: 26,290,834 Percent of Class: 14.6% The above percentage is based upon 154,989,563 shares of Class A Common Stock outstanding as of July 31, 2025 based on the Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025.
(b)	Number of shares the Reporting Person has: -Sole power to vote or direct the vote: 26,290,693 -Shared power to vote: 141 -Sole power to dispose or direct the disposition of: 26,290,693 -Shared power to dispose or direct the disposition of: 141 The Reporting Person is the record holder of 508,356 shares of Class A Common Stock and 1,352,608 shares of Class B Common Stock, which are convertible at any time at the option of the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis. In addition, the Reporting Person holds 120,980 restricted stock units and options to purchase 19,395,123 shares of Class A Common Stock, that are vested and exercisable, respectively, within 60 days of the date hereof. The Reporting Person may also be deemed to beneficially own (i) 797,073 shares of Class A Common Stock and 4,116,553 shares of Class B Common Stock held of record by various trusts, which are convertible at any time at the option of the Reporting Person into shares of Class A Common Stock on a one-to-one basis and (ii) 141 shares of Class A Common Stock held of record by Hollywood Capital Partners LLC, of which the Reporting Person and Heather Hasson, the Issuer's Executive Chair, are the sole members. In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Voting Agreement, the Voting Parties may be deemed to be a group for purposes of Rule 13d-3 under the Exchange Act. Except for the shares of Class A Common Stock held by Hollywood Capital Partners LLC, shares beneficially owned by the other Voting Parties are not the subject of this Schedule 13D and accordingly, none of the other Voting Parties are included as reporting persons herein. The Reporting Person expressly disclaims beneficial ownership over any shares of Class A Common Stock that are beneficially owned by the other Voting Parties in the group and that it may be deemed to beneficially own solely by reason of the Voting Agreement.
(c)	Effective on August 12, 2025 (the "Repricing Date"), certain fully vested and outstanding options to purchase shares of the Issuer's Class A Common Stock held by the Reporting Person were repriced on a one-to-one basis (the "Option Repricing"). The Option Repricing applied to 727,097 fully vested options originally granted to the Reporting Person on May 26, 2021 with an original exercise price of $22.00. Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $6.63 per share, the closing price of the Issuer's Class A Common Stock on the Repricing Date. The vesting schedules of the repriced options have also been extended. There is no change to the expiration dates of, or number of shares underlying, the repriced options. For additional information, see Part II, Item 5. "Other Information" in the Issuer's Form 10-Q filed with the SEC on August 7, 2025. In addition, on August 13, 2025 the Reporting Person disposed of 65,866 shares of Class A Common Stock in an open market transaction at $6.88 per share, solely to cover required taxes and fees due upon the vesting and settlement of restricted stock units.
(d)	None.
(e)	Not applicable.

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.

Spear Catherine Eva

Signature:	/s/ Catherine Spear
Name/Title:	Catherine Spear
Date:	08/14/2025

FAQ

How many FIGS (FIGS) shares does Catherine Spear beneficially own?

The filing states Catherine Spear beneficially owns 26,290,834 shares, equal to 14.6% of Class A common stock based on 154,989,563 shares outstanding.

What option repricing did Catherine Spear report in the 13D/A?

Effective August 12, 2025, 727,097 fully vested options originally at $22.00 were repriced to an exercise price of $6.63 per share; vesting schedules were extended but expirations and share counts unchanged.

Did Catherine Spear sell any FIGS shares in connection with this filing?

Yes. On August 13, 2025, she disposed of 65,866 shares in an open-market transaction at $6.88 per share to cover required taxes and fees upon RSU vesting and settlement.

What types of FIGS securities does Spear hold according to the filing?

The filing lists 508,356 Class A shares, 1,352,608 Class B shares (convertible 1:1), 120,980 restricted stock units, and options to purchase 19,395,123 Class A shares vested/exercisable within 60 days.

Does the filing mention any voting arrangements or group status?

Yes. It references a Voting Agreement and states the Voting Parties may be deemed a group under Rule 13d-3, but the Reporting Person disclaims beneficial ownership of shares held by other Voting Parties (except Hollywood Capital Partners LLC holdings).