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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000950170-22-010769 0001820448 XXXXXXXX LIVE 9 Class A Common Stock, $0.0001 par value per share 08/12/2025 false 0001846576 30260D103 FIGS, Inc. 2834 Colorado Avenue Suite 100 Santa Monica CA 90404 Todd Maron 424-300-8330 c/o FIGS, Inc. 2834 Colorado Avenue Suite 100 Santa Monica CA 90404 0001820448 N Spear Catherine Eva a OO N X1 26290693.00 141.00 26290693.00 141.00 26290834.00 N 14.6 IN Class A Common Stock, $0.0001 par value per share FIGS, Inc. 2834 Colorado Avenue Suite 100 Santa Monica CA 90404 EXPLANATORY NOTE: This Amendment No. 9 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on May 26, 2022 (as amended, the "Schedule 13D"), relating to the Class A Common Stock, $0.0001 par value per share (the "Class A Common Stock"), of FIGS, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. Item 5(a)-(e) of the Schedule 13D is hereby amended and restated in its entirety as follows: Amount beneficially owned: 26,290,834 Percent of Class: 14.6% The above percentage is based upon 154,989,563 shares of Class A Common Stock outstanding as of July 31, 2025 based on the Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025. Number of shares the Reporting Person has: -Sole power to vote or direct the vote: 26,290,693 -Shared power to vote: 141 -Sole power to dispose or direct the disposition of: 26,290,693 -Shared power to dispose or direct the disposition of: 141 The Reporting Person is the record holder of 508,356 shares of Class A Common Stock and 1,352,608 shares of Class B Common Stock, which are convertible at any time at the option of the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis. In addition, the Reporting Person holds 120,980 restricted stock units and options to purchase 19,395,123 shares of Class A Common Stock, that are vested and exercisable, respectively, within 60 days of the date hereof. The Reporting Person may also be deemed to beneficially own (i) 797,073 shares of Class A Common Stock and 4,116,553 shares of Class B Common Stock held of record by various trusts, which are convertible at any time at the option of the Reporting Person into shares of Class A Common Stock on a one-to-one basis and (ii) 141 shares of Class A Common Stock held of record by Hollywood Capital Partners LLC, of which the Reporting Person and Heather Hasson, the Issuer's Executive Chair, are the sole members. In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Voting Agreement, the Voting Parties may be deemed to be a group for purposes of Rule 13d-3 under the Exchange Act. Except for the shares of Class A Common Stock held by Hollywood Capital Partners LLC, shares beneficially owned by the other Voting Parties are not the subject of this Schedule 13D and accordingly, none of the other Voting Parties are included as reporting persons herein. The Reporting Person expressly disclaims beneficial ownership over any shares of Class A Common Stock that are beneficially owned by the other Voting Parties in the group and that it may be deemed to beneficially own solely by reason of the Voting Agreement. Effective on August 12, 2025 (the "Repricing Date"), certain fully vested and outstanding options to purchase shares of the Issuer's Class A Common Stock held by the Reporting Person were repriced on a one-to-one basis (the "Option Repricing"). The Option Repricing applied to 727,097 fully vested options originally granted to the Reporting Person on May 26, 2021 with an original exercise price of $22.00. Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $6.63 per share, the closing price of the Issuer's Class A Common Stock on the Repricing Date. The vesting schedules of the repriced options have also been extended. There is no change to the expiration dates of, or number of shares underlying, the repriced options. For additional information, see Part II, Item 5. "Other Information" in the Issuer's Form 10-Q filed with the SEC on August 7, 2025. In addition, on August 13, 2025 the Reporting Person disposed of 65,866 shares of Class A Common Stock in an open market transaction at $6.88 per share, solely to cover required taxes and fees due upon the vesting and settlement of restricted stock units. None. Not applicable. Spear Catherine Eva /s/ Catherine Spear Catherine Spear 08/14/2025