SCHEDULE: FIGS Co-Founder Reprices Options, Amends Stake

FIGS co-founder Heather Hasson updated her beneficial ownership, including the repricing of over 3.5 million stock options to $6.63 per share.

Summary

• Heather L. Hasson, co-founder of FIGS, Inc., reported beneficial ownership of 14,802,602 shares, representing 8.7% of Class A Common Stock.
• This percentage is based on 154,989,563 Class A shares outstanding as of July 31, 2025.
• Her ownership includes 350,329 Class A shares, 1,072,846 Class B shares, and options to purchase 11,629,314 Class A shares exercisable within 60 days.
• Additionally, she is deemed to beneficially own shares held by various trusts and Hollywood Capital Partners LLC.
• On August 12, 2025, 3,590,925 fully vested options (727,097 originally at $22.00 and 2,863,828 originally at $11.79) were repriced.
• The new exercise price for these repriced options is $6.63 per share, which was the closing price on the repricing date.
• The vesting schedules for these repriced options were extended, but the expiration dates and number of underlying shares remain unchanged.

Sentiment

Score: 3

Explanation: The repricing of executive stock options to a significantly lower strike price, while beneficial to the executive, strongly suggests a substantial decline in the company's stock value, indicating poor performance. This is generally viewed negatively by the market as it reflects a need to re-incentivize management due to underperformance.

Positives

• The repricing of options to a lower exercise price of $6.63 per share makes them more 'in-the-money' or reduces the cost to exercise, potentially increasing their value to the holder.
• The extension of vesting schedules for repriced options provides more time for the holder to meet vesting conditions, which can be a positive for executive retention.

Negatives

• The repricing of options to a significantly lower exercise price ($6.63 from $22.00 and $11.79) indicates a substantial decline in the company's stock price, reflecting poor performance.
• Option repricing can be viewed negatively by shareholders as it effectively re-grants options at a lower strike price, potentially diluting existing shareholder value if new shares are issued at a lower effective cost.

Risks

• The repricing of options due to a significant drop in stock price highlights the risk of continued share price volatility and potential further declines.
• The extension of vesting schedules, while beneficial to the option holder, could be perceived as a retention measure for management following poor stock performance, potentially signaling concerns about executive retention.
• The existence of a 'Voting Agreement' among 'Voting Parties' could imply a concentrated control structure, which might limit the influence of other shareholders.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the details of the option repricing and beneficial ownership.

Industry Context

This filing, primarily focused on beneficial ownership and executive compensation adjustments, does not provide information to analyze broader industry trends or competitive dynamics.

Corporate Governance

Related Party Transactions

• The Reporting Person (Heather L. Hasson) and Catherine Spear (Issuer's Chief Executive Officer) are the sole members of Hollywood Capital Partners LLC, which holds 141 shares of Class A Common Stock. This constitutes a related party transaction due to shared control.

Stakeholder Impact

• Shareholders: The option repricing, while potentially dilutive, aims to re-incentivize a key executive. However, the underlying reason for repricing (significant stock price decline) is negative for existing shareholders. The disclosure of a 'Voting Agreement' among a group of 'Voting Parties' could imply concentrated control, potentially affecting minority shareholder influence.
• Management/Executives: Heather L. Hasson benefits directly from the repricing of her options, making them more valuable and providing renewed incentive. The extension of vesting schedules also provides more flexibility.

Key Dates

Recommendation

The repricing of a significant number of executive stock options to a much lower exercise price signals a substantial decline in the company's stock value, indicating past underperformance. While the repricing re-incentivizes a key co-founder, it also highlights the challenges the company has faced. Investors should hold and monitor future financial reports for signs of recovery or continued weakness, as this filing primarily details ownership adjustments rather than operational performance.

Keywords

FIGS Inc., Healthcare Apparel, Medical Scrubs, SEC Filing, Schedule 13D, Beneficial Ownership, Stock Options, Option Repricing, Executive Compensation, Shareholder Stake