FIGS, Inc.

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

The information set forth below is included herein for the purpose of providing disclosure under “Item 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers” of Form 8-K.

CEO Employment Agreement Amendment

On May 5, 2026, we and Catherine Spear, our Chief Executive Officer, entered into an amendment (the “Amendment”) to the Amended and Restated Employment Agreement, by and between us and Ms. Spear, dated as of May 26, 2021 (the “Spear Employment Agreement”). The Spear Employment Agreement was originally expected to expire by its terms on May 26, 2026. The Amendment extends the term of the Spear Employment Agreement for an additional five years. Except as amended by the Amendment, the remaining terms of the Spear Employment Agreement remain in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Executive Chairman Letter Agreement

On May 5, 2026, we and Heather Hasson, our Executive Chairman, entered into a letter agreement (the “Letter Agreement”) to memorialize the parties' understanding with respect to Ms. Hasson's employment with the Company. The Letter Agreement provides that certain provisions in the Second Amended and Restated Employment Agreement between us and Ms. Hasson, dated as of August 4, 2022 (the “Hasson Employment Agreement”), which expired pursuant to its terms on December 31, 2024, shall remain in full force and effect for so long as Ms. Hasson remains our Executive Chairman.

Pursuant to the Letter Agreement, Ms. Hasson remains ineligible to receive any base salary or annual bonus and will continue to be eligible (i) to participate (at our sole cost and on a tax-neutral basis to Ms. Hasson) in the health, welfare, retirement, vacation and other employee benefit plans, practices, policies and programs generally available to other senior executives, and (ii) for our payment of the filing and legal fees associated with any required filings under the Hart-Scott-Rodino Act, as amended, with respect to the acquisition of our securities.

If Ms. Hasson’s employment is terminated by us without “cause” or by her for “good reason” during the period beginning three months prior to and ending 12 months following a “change in control” (each as defined in the Hasson Employment Agreement), Ms. Hasson will continue to be entitled to the following severance payments and benefits: (i) 100% accelerated vesting (and exercisability, if applicable) of all outstanding equity awards granted to Ms. Hasson and (ii) a lump-sum amount equal to 200% of the cost of 18 months of COBRA premiums. If Ms. Hasson’s employment is terminated by us without “cause” or by her for “good reason” not within the change in control period described above, she remains entitled to receive (i) 50% accelerated vesting (and exercisability, if applicable)of the option award granted in connection with Ms. Hasson’s transition to Executive Chairman in 2022 and 100% accelerated vesting (and exercisability, if applicable) of all other outstanding equity awards granted to Ms. Hasson prior to her appointment as Executive Chairman; and (ii) a lump-sum amount equal to 200% of the cost of 18 months of COBRA premiums. The severance payments and benefits described above are subject to Ms. Hasson’s timely execution and non-revocation of a release of claims in our favor. Additionally, if Ms. Hasson’s employment is terminated due to death or disability, she continues to be eligible to receive 100% accelerated vesting (and exercisability, if applicable) of all outstanding equity awards held by her.

Ms. Hasson continues to be subject to the terms and conditions of an employee confidential information and invention assignment agreement, a one-year post-termination non-solicitation covenant, and an indefinite mutual non-disparagement covenant.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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.

During the three months ended March 31, 2026, 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.