FIGS Inc

Insider Trading Arrangements and Policies

During the three months ended December 31, 2024, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.

Stockholders Agreement

On February 26, 2025, the Company and Baron entered into a stockholders agreement (the “SHA”) contemplated by the previously announced binding term sheet signed by the parties on January 13, 2025. The material terms of the SHA are summarized below.

Standstill Restrictions

From and after January 13, 2025 until the date that Baron and its affiliates (collectively, the “Stockholder Group”) cease to hold at least 17.5% of the outstanding shares of the Company’s Class A common stock, $0.0001 par value per share (“Class A Common Stock”), the Stockholder Group has agreed not to purchase any equity securities of the Company without the Company’s prior written consent. This restriction does not apply to the shares of Class A Common Stock that Baron has acquired under that certain Put-Call Agreement, dated as of January 7, 2025, by and among BAMCO, Thomas J. Tull and certain other parties thereto (such shares, the “Put-Call Shares”).

Additionally, from January 13, 2025 until the earlier to occur of (i) the time and date of the Final Conversion Event (as defined in Section 7.4 of Article IV.A. of the Amended and Restated Certificate of Incorporation of the Company dated June 1, 2021), (ii) the date that Catherine Spear ceases to be the Chief Executive Officer or Co-Chief Executive Officer of the Company and (iii) the date that the Stockholder Group ceases to hold at least 17.5% of the outstanding shares of Class A Common Stock (such period, the “Standstill Period”), the Stockholder Group has agreed to abide by certain other standstill restrictions, including restrictions on participating in a proxy contest and engaging in or facilitating extraordinary transactions with the Company (subject to certain limited exceptions).

Transfer Restrictions

During the Standstill Period, the Stockholder Group will not transfer any of the Put-Call Shares, except (i) with the Company’s prior written consent, (ii) to a wholly owned subsidiary of Baron or other entity controlled or managed by BAMCO or a subsidiary thereof, (iii) in connection with a redemption of interests by an investor in an entity holding Put-Call Shares and (iv) under certain other circumstances.

Voting Cutback

The Stockholder Group is entitled to vote up to 25% of the Company's then-outstanding shares of Class A Common Stock, in its sole and absolute discretion. During the Standstill Period, any Put-Call Shares that it owns in excess of twenty-five percent (25%) of the Company’s then-outstanding shares of Class A Common Stock must be voted in favor of all persons nominated to serve as directors of the Company by the board of directors of the Company.

Registration Rights

The SHA provides the Stockholder Group with customary demand, piggyback and shelf registration rights. The SHA also contains customary representations and warranties from the parties.

The foregoing description of the SHA does not purport to be complete and is qualified in its entirety by reference to the SHA, which is filed as Exhibit 10.22 to this Annual Report on Form 10-K and is incorporated herein by reference.