Form 4: FIGS Executive Chair Heather Hasson Sells Shares to Cover RSU Tax Obligations

FIGS, Inc. Executive Chair Heather L. Hasson sold 1,961 shares of Class A Common Stock for $4.4501 per share on June 3, 2025, solely to satisfy tax obligations related to the vesting of Restricted Stock Units.

Summary

• Heather L. Hasson, Executive Chair, Director, and 10% Owner of FIGS, Inc., reported a transaction on June 3, 2025.
• The transaction involved the vesting and settlement of Restricted Stock Units (RSUs).
• A total of 1,961 shares of Class A Common Stock were disposed of at a price of $4.4501 per share.
• This sale was executed pursuant to a Rule 10b5-1 instruction letter delivered on May 9, 2023, and was solely to cover required taxes and fees associated with the RSU vesting.
• Following the reported transaction, Ms. Hasson directly beneficially owns 350,329 shares of Class A Common Stock.
• She also indirectly beneficially owns 8,338 shares of Class A Common Stock through the Heather Hasson Revocable Trust.
• Additionally, 141 shares of Class A Common Stock are indirectly held by Hollywood Capital Partners LLC, with Ms. Hasson disclaiming beneficial ownership except for her pecuniary interest.
• Beyond the reported Class A shares, Ms. Hasson beneficially owns 2,814,480 shares of Class B Common Stock (convertible to Class A) directly and indirectly through various trusts, and 15,040,321 shares of Class A Common Stock underlying vested options.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. While there's a sale of shares, it's explicitly stated to be for tax purposes following RSU vesting, which is a positive event for the executive. The sale is not discretionary and does not signal a lack of confidence. The executive retains substantial ownership.

Positives

• The vesting of Restricted Stock Units (RSUs) represents a positive compensation event for the Executive Chair, increasing her equity stake in the company before the tax-related sale.
• The transaction was conducted under a pre-arranged 10b5-1 plan, indicating a structured and non-discretionary sale for tax purposes rather than a signal of lack of confidence.
• Heather Hasson retains significant beneficial ownership in FIGS, Inc., including 350,329 direct Class A shares, 2,814,480 convertible Class B shares, and 15,040,321 shares underlying vested options, demonstrating continued alignment with shareholder interests.

Negatives

• The sale of 1,961 shares, while for tax purposes, slightly reduces the direct Class A Common Stock holdings of a key executive.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook, as its purpose is solely to report an insider transaction.

Management Comments

• "THIS FORM 4 CONCERNS THE VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS ('RSUs'), WHICH SERVE TO INCREASE THE NUMBER OF SHARES OF THE OUTSTANDING CAPITAL STOCK OF THE ISSUER OWNED BY THE REPORTING PERSON, AND THE RELATED SALE OF CERTAIN SHARES REQUIRED PURSUANT TO A 10B5-1 INSTRUCTION LETTER TO SATISFY THE TAX OBLIGATIONS OWED IN CONNECTION WITH THE VESTING AND SETTLEMENT OF SUCH RSUs."
• "REPRESENTS THE AGGREGATE NUMBER OF SHARES SOLD BY THE REPORTING PERSON SOLELY TO COVER REQUIRED TAXES AND FEES DUE UPON THE VESTING AND SETTLEMENT OF RSUs. THE SALES WERE MADE PURSUANT TO A 10B5-1 INSTRUCTION LETTER DELIVERED TO THE ISSUER ON MAY 9, 2023, AND NONE OF THE SHARES REPORTED ON THIS FORM 4 WERE SOLD FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES AND FEES."
• "The Reporting Person is a managing member of Hollywood Capital Partners LLC and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein."

Industry Context

This SEC Form 4 filing is a routine disclosure of an insider transaction, specifically a tax-related sale of shares following RSU vesting. It does not provide information on broader industry trends or competitive dynamics within the healthcare apparel sector where FIGS, Inc. operates. Such transactions are common for executives receiving equity compensation.

Related Party Transactions

• Indirect beneficial ownership of 8,338 Class A Common Stock shares through the Heather Hasson Revocable Trust.
• Indirect beneficial ownership of 141 Class A Common Stock shares through Hollywood Capital Partners LLC, with the reporting person disclaiming beneficial ownership except for pecuniary interest.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary tax-related sale by an executive, not indicative of a change in company fundamentals or executive confidence. The executive retains significant holdings.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Keywords

FIGS, insider transaction, Form 4, stock sale, RSU vesting, tax obligations, 10b5-1 plan, executive compensation, Heather Hasson, beneficial ownership