Form 4: FIGS CEO Sells Shares for Tax Obligations

FIGS, Inc. CEO Catherine Spear reported the sale of 49,734 Class A Common Stock shares to cover tax obligations related to RSU vesting.

Summary

• Catherine Eva Spear, CEO, Director, and 10% Owner of FIGS, Inc., reported a transaction on January 6, 2026.
• She sold 49,734 shares of Class A Common Stock at a price of $11.3789 per share.
• The sale was executed under a Rule 10b5-1 plan established on May 13, 2025.
• The purpose of the sale was solely to satisfy tax obligations arising from the vesting and settlement of Restricted Stock Units (RSUs).
• Following the transaction, Spear directly beneficially owns 1,857,299 shares of Class A Common Stock, which includes 1,218,926 RSUs.
• She also indirectly owns 797,073 Class A Common Stock shares through the Catherine Spear Revocable Trust and 141 shares through Hollywood Capital Partners LLC (disclaiming beneficial ownership except for pecuniary interest).
• Additionally, Spear beneficially owns 5,469,161 shares of Class B Common Stock and 19,490,436 shares of Class A Common Stock underlying vested options.

Sentiment

Score: 5

Explanation: Neutral. This is a routine, pre-planned sale by an insider to cover tax obligations related to RSU vesting, which is a common occurrence and not indicative of positive or negative operational performance or strategic shifts.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates the reporting person's continued employment and achievement of performance milestones, contributing to long-term alignment with shareholder interests.

Negatives

• A sale of shares by a key executive, even for tax purposes, could be perceived by some investors as a slight reduction in direct personal stake, although the overall beneficial ownership remains substantial.

Future Outlook

NA

Management Comments

• The sales were made pursuant to a 10b5-1 instruction letter delivered to the issuer on May 13, 2025, and none of the shares reported on this Form 4 were sold for any reason other than to cover required taxes and fees.

Industry Context

This is an insider transaction report, reflecting standard compensation practices (RSU vesting) for executives in publicly traded companies, rather than a direct commentary on broader industry trends.

Comparison to Industry Standards

• The transaction represents a standard practice for executives in publicly traded companies to manage tax liabilities arising from equity compensation, particularly through pre-arranged Rule 10b5-1 plans. This is a common and expected event across various industries and companies, such as those seen with executives at tech firms like Apple or pharmaceutical companies like Pfizer, where RSU vesting often triggers similar tax-related sales.

Related Party Transactions

• Catherine Spear indirectly beneficially owns 797,073 shares of Class A Common Stock through the Catherine Spear Revocable Trust.
• Catherine Spear indirectly beneficially owns 141 shares of Class A Common Stock through Hollywood Capital Partners LLC, where she is a managing member, though she disclaims beneficial ownership except to the extent of her pecuniary interest.

Stakeholder Impact

• Minimal. This is a routine transaction for tax purposes and does not indicate a change in company strategy, financial health, or operational performance that would directly impact employees, customers, or suppliers. Shareholders might note the insider sale, but its pre-planned, tax-related nature typically mitigates concerns.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned sale of shares by the CEO to cover tax obligations associated with RSU vesting. Such transactions are common for executives and are not typically indicative of a change in the company's fundamental outlook or performance. Therefore, this filing alone does not provide a basis for a change in investment recommendation; a 'hold' stance is maintained, pending further operational or strategic news.

Keywords

FIGS Inc, FIGS, Catherine Spear, Insider Trading, Form 4, Stock Sale, RSU Vesting, Tax Obligations, 10b5-1 Plan, CEO, Director, Beneficial Ownership