SCHEDULE 13D/A: Baron Capital Increases Stake in FIGS, Inc. to Over 36% Through $55 Million Share Purchase

Baron Capital Group, Inc. and its affiliates have significantly increased their beneficial ownership in FIGS, Inc. to 36.32% of Class A Common Stock by purchasing an additional 8.8 million shares for $6.25 per share.

Summary

• Baron Capital Group, Inc. and its affiliates (the "Reporting Persons") have filed an Amendment No. 3 to their Schedule 13D, disclosing an increased stake in FIGS, Inc.
• On February 20, 2025, BAMCO, Inc., an affiliate of Baron Capital, consummated the purchase of 8,793,826 shares of FIGS, Inc. Class A Common Stock.
• The shares were acquired at a price of $6.25 per share, totaling approximately $54,961,412.50.
• This purchase was made pursuant to a Put-Call Agreement dated January 7, 2025, where the sellers (Thomas J. Tull, Tull Family Trust, and First Light Investors, LLC) exercised their right to require BAMCO to purchase the shares.
• Following this transaction, Ronald Baron and Baron Capital Group, Inc. beneficially own an aggregate of 58,671,584 shares, representing 36.32% of FIGS, Inc.'s Class A Common Stock.
• BAMCO, Inc. alone beneficially owns 52,387,876 shares, or 32.43% of the Class A Common Stock.
• The funding for this purchase came from the utilization of existing lines of credit by the Reporting Persons.
• The percentage of beneficial ownership is calculated based on 161,526,637 shares of Class A Common Stock outstanding as of October 31, 2024, as reported by FIGS, Inc. in its Form 10-Q.

Sentiment

Score: 7

Explanation: The document details a significant increase in ownership by a major institutional investor, Baron Capital, in FIGS, Inc. This large purchase, even if pre-arranged, can be interpreted as a vote of confidence in the company by a sophisticated investor, which is generally a positive signal for the market.

Positives

• A significant increase in beneficial ownership by a major institutional investor like Baron Capital may signal strong confidence in FIGS, Inc.'s long-term prospects.
• The purchase of a large block of shares at a fixed price indicates a pre-arranged agreement, providing clarity on a substantial shareholder's exit strategy (the sellers).

Future Outlook

The document does not contain any forward-looking statements or guidance regarding FIGS, Inc.'s future performance or strategic direction.

Management Comments

• The filing is from the perspective of the Reporting Persons (Baron Capital entities and Ronald Baron) and does not contain direct quotes or paraphrased statements from FIGS, Inc. management.

Industry Context

This filing primarily details a change in beneficial ownership by a major institutional investor in FIGS, Inc., a company operating in the healthcare apparel and lifestyle industry. While not directly indicative of broader industry trends, the continued significant investment by Baron Capital in a direct-to-consumer brand like FIGS could reflect confidence in the long-term viability and growth potential of specialized apparel markets, even amidst general market fluctuations.

Comparison to Industry Standards

• This document is a Schedule 13D amendment detailing a change in beneficial ownership and does not provide financial results or operational metrics that can be directly compared to industry standards or specific comparable companies/projects.

Related Party Transactions

• The transaction involves BAMCO, Inc. purchasing shares from Thomas J. Tull, the Tull Family Trust, and First Light Investors, LLC. Thomas J. Tull is a co-founder of FIGS, Inc., making this a transaction involving a significant shareholder and former insider.

Stakeholder Impact

• Shareholders: The transaction results in a significant increase in ownership concentration by Baron Capital, potentially influencing future corporate governance and strategic decisions. It also represents a substantial block sale by a co-founder.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated in this filing, as it pertains solely to beneficial ownership changes.

Next Steps

• The document does not mention any specific future actions, events, or milestones for FIGS, Inc. or the Reporting Persons beyond the consummation of this share purchase.

Key Dates

Keywords

FIGS Inc., Class A Common Stock, Schedule 13D, Beneficial Ownership, Baron Capital, BAMCO Inc., Share Purchase, Institutional Investor, Thomas J. Tull, Put-Call Agreement, SEC Filing