Form 4: FIGS Inc. Director Thomas Tull Enters Put-Call Agreement for 19 Million Shares

Director Thomas Tull and related entities have entered into a put-call agreement giving them the right to sell up to 19,039,999 shares of FIGS Inc. at $6.25 per share.

Summary

• Thomas Tull, a director at FIGS Inc., along with related entities, has entered into a Put-Call Agreement with BAMCO, Inc.
• The agreement gives the sellers the right, but not the obligation, to sell 19,039,999 shares of FIGS Class A Common Stock at $6.25 per share (Tranche I Shares).
• This right is exercisable between January 11, 2025, and May 7, 2025.
• Additionally, after a regulatory waiting period, the sellers have the right to sell an additional 27,833,825 shares minus any Tranche I shares already sold (Tranche II Shares) at the same price of $6.25 per share.
• The buyer also has the right, but not the obligation, to purchase the Tranche II shares.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment as it describes a financial transaction. It is neither positive nor negative for the company, but the potential for a large sale of shares could introduce volatility.

Risks

• The put-call agreement could lead to a significant sale of shares if the sellers choose to exercise their options.
• The agreement introduces potential volatility in the stock price depending on the exercise of the put options.
• The regulatory waiting period for the second tranche introduces uncertainty regarding the timing of potential sales.

Future Outlook

The agreement provides the sellers with the option to sell a significant number of shares, which could impact the stock price depending on their decisions.

Industry Context

Put-call agreements are common in financial transactions, allowing parties to manage risk and potential future share sales. This agreement is specific to FIGS Inc. and its director.

Comparison to Industry Standards

• Put-call agreements are a standard financial instrument used by investors and company insiders to manage risk and potential future transactions.
• The specific terms of this agreement, such as the number of shares and the price, are specific to FIGS Inc. and its director, Thomas Tull.
• Similar agreements are often seen in situations where large shareholders or insiders seek to manage their exposure to a company's stock.

Stakeholder Impact

• Shareholders may experience volatility in the stock price depending on the sellers' decisions regarding the put options.
• The potential sale of a large number of shares could impact the supply and demand dynamics of the stock.

Next Steps

• The sellers will decide whether to exercise their put options between January 11, 2025, and May 7, 2025.
• The buyer will decide whether to exercise their call option for the second tranche of shares after the regulatory waiting period.

Key Dates

Keywords

Put-Call Agreement, FIGS Inc., Thomas Tull, Share Sale, Derivative Securities, Class A Common Stock, BAMCO Inc.