[SCHEDULE 13D/A] FIGS, Inc. SEC Filing

Rhea-AI Filing Summary

FIGS, Inc. reporting person Heather L. Hasson beneficially owns 14,802,602 shares of Class A common stock, representing 8.7% of the outstanding Class A shares based on 154,989,563 shares outstanding. The filing discloses that Hasson directly holds 350,329 Class A shares and 1,072,846 Class B shares (convertible one-for-one), and holds options to purchase 11,629,314 Class A shares exercisable within 60 days. Certain fully vested options totaling 3,590,925 shares were repriced to an exercise price of $6.63 per share and had their vesting schedules extended, without changing expiration dates or underlying share counts. The filing also notes limited shared ownership interests held through trusts and an LLC.

Positive

• Insider alignment: Reporting person beneficially owns 8.7% of Class A shares, showing substantial insider stake
• Large vested option pool: 11,629,314 options exercisable within 60 days indicates vested incentive alignment with company performance

Negative

• Option repricing to $6.63: 3,590,925 fully vested options repriced downward, increasing probability of exercise and potential dilution
• Extended vesting on repriced options: Vesting extensions may be viewed negatively by shareholders as retroactive compensation adjustments
• Potential dilution: Combination of outstanding shares and sizable exercisable options creates meaningful dilution risk to existing holders

Insights

Financial Analyst

TL;DR: Significant insider ownership and a large pool of exercisable options increase potential dilution but align management economically with shareholders.

The reporting shows 8.7% ownership by a principal insider and 11.6 million options exercisable within 60 days, which is material to capitalization. The repricing of 3.59 million vested options to $6.63 lowers the strike substantially versus prior grants, making option exercise more likely and increasing near-term dilution risk if exercised. Extended vesting terms partially mitigate immediate turnover risk but do not change the total share count. Investors should treat this as a capitalization event with potential dilution and insider alignment effects.

Corporate Governance Expert

TL;DR: Option repricing raises governance concerns about executive compensation and shareholder value protection.

Repricing fully vested options while extending vesting schedules can be seen as management-friendly compensation adjustments. The amendment reduced exercise prices of materially-sized option grants to the market closing price ($6.63), which increases the likelihood of exercise and creates dilution without a net increase in economic risk for the holder. Disclosure of related-party holdings via trusts and an LLC is appropriate, but the Voting Agreement language noted may affect control dynamics. Overall, this is a governance-significant action with potential negative optics for shareholders.

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

Hasson Heather L.

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 14,802,461.00
8	Shared Voting Power 141.00
9	Sole Dispositive Power 14,802,461.00
10	Shared Dispositive Power 141.00

11

Aggregate amount beneficially owned by each reporting person

14,802,602.00

12

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

13

Percent of class represented by amount in Row (11)

8.7 %

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: 14,802,602 Percent of Class: 8.7% 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: 14,802,461 -Shared power to vote: 141 -Sole power to dispose or direct the disposition of: 14,802,461 -Shared power to dispose or direct the disposition of: 141 The Reporting Person is the record holder of 350,329 shares of Class A Common Stock and 1,072,846 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 options to purchase 11,629,314 shares of Class A Common Stock, that are exercisable within 60 days of the date hereof. The Reporting Person may also be deemed to beneficially own (i) 8,338 shares of Class A Common Stock and 1,741,634 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 Catherine Spear, the Issuer's Chief Executive Officer, 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 (i) 727,097 fully vested options originally granted to the Reporting Person on May 26, 2021 with an original exercise price of $22.00 and (ii) 2,863,828 fully vested options originally granted to the Reporting Person on August 9, 2022 with an original exercise price of $11.79. Pursuant to the Option Repricing, the exercise prices of the repriced options have 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.
(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.

Hasson Heather L.

Signature:	/s/ Heather Hasson
Name/Title:	Heather Hasson
Date:	08/14/2025

FAQ

How many FIGS (FIGS) shares does Heather Hasson beneficially own?

Heather Hasson beneficially owns 14,802,602 shares, representing 8.7% of Class A shares outstanding (based on 154,989,563 Class A shares).

What options does the reporting person hold and how many are exercisable soon?

The reporting person holds options to purchase 11,629,314 Class A shares that are exercisable within 60 days of the filing date.

What option repricing was disclosed in the Schedule 13D/A for FIGS?

Certain fully vested options totaling 3,590,925 shares were repriced to an exercise price of $6.63 per share and their vesting schedules were extended; expiration dates and share counts did not change.

Does the filing indicate any shared holdings or entity ownership?

Yes. The filing discloses 8,338 Class A shares and 1,741,634 Class B shares held in trusts, and 141 Class A shares held by Hollywood Capital Partners LLC, of which Hasson and the CEO are sole members.

Does the Schedule 13D/A show any change in voting power?

The filing reports 14,802,461 shares with sole voting power and 141 shares with shared voting power for the reporting person.