FIGS, Inc.

a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

The informa tion set forth below is included herein for the purpose of providing disclosure under “Item 8.01 Other Events.” of Form 8-K.

On July 31, 2025, the independent directors of the our board of directors approved a repricing on aone-for-one basis of certain fully vested and outstanding options to purchase shares of our Class A common stock held by Catherine Spear, Chief Executive Officer, and Heather Hasson, Executive Chair, to a per share exercise price equal to the fair market value of our Class A common stock as of August 12, 2025. 727,097 options originally granted to each of Mses. Spear and Hasson on May 26, 2021 with an original exercise price of $22.00 and 2,863,828 options originally granted to Ms. Hasson on August 9, 2022 with an original exercise price of $11.79 are expected to be repriced (the “Repriced Options”). As a condition of the repricing, our board of directors obtained the consent of each of Mses. Spear and Hasson to amend the vesting schedules of the Repriced Options. The options originally granted on May 26, 2021 will vest and become exercisable monthly over a two-year period and the options originally granted on August 9, 2022 will vest and become exercisable monthly over a four-year period, in each case subject to continued service.

Additionally, on July 31, 2025, the independent directors of our board of directors approved the grant of a restricted stock unit (“RSU”) award to Ms. Hasson, with a dollar-denominated value of $6.0 million, effective as of August 12, 2025. The number of RSUs underlying the award will be calculated based on the 20-day average of the closing price of our Class A common stock ending on and including August 12, 2025. The award will vest quarterly over a four-year period, subject to continued service.

The independent directors of our board of directors approved each of the repricing and RSU award following the recommendation of our compensation committee, which engaged in extensive discussion and careful consideration of various alternatives and other factors, including (i) an analysis performed by Pay Governance LLC, the compensation committee’s compensation consultant, (ii) Ms. Hasson’s expanded role within our company, including in connection with product innovation, marketing, digital experience and retail, and (iii) Ms. Spear’s stated intention to voluntarily forego additional equity compensation in 2026 and potentially beyond.

b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

c) Insider trading arrangements and policies.

On May 13, 2025, Catherine Spear, our Chief Executive Officer, entered into a sell-to-cover instruction letter (the “Instruction Letter”) that provides for sales of only such number of shares of Class A common stock as are necessary to satisfy the applicable tax withholding obligations arising exclusively from the vesting or settlement of restricted stock units (“RSUs”) granted to Ms. Spear under the Company’s 2021 Equity Incentive Award Plan or any successor plan. The Instruction Letter is a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K and is intended to satisfy the affirmative defense of Rule 10b5-1(c).

The Instruction Letter will remain in effect so long as taxes are required to be paid upon the vesting or settlement of RSUs awarded or to be awarded, unless the Instruction Letter is earlier terminated. The total number of shares of Class A common stock that may be sold pursuant to the Instruction Letter is not determinable.

Except for the foregoing, during the three months ended June 30, 2025, no other 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.