FIGS, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Item 5. Other Information
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 8.01 Other Events” of Form 8-K.
Collaboration Agreement with OOG
On November 3, 2026, the Company entered into a Collaboration Agreement (the “Collaboration Agreement”) with OOG, Inc. (“OOG”), which memorializes the commercial relationship between the Company and OOG contemplated by the Company’s previously disclosed November 2024 minority investment in OOG (the “OOG Investment”).
The Collaboration Agreement provides for a strategic collaboration centered on promotional marketing for the Company on OOG’s platform, healthcare community engagement, compliant data sharing, and joint AI technology development across the Company’s platforms. The Company also supported the launch of OOG’s platform through its marketing channels.
The Collaboration Agreement remains in effect until the earlier of: (1) the two-year anniversary of a change of control of OOG or (2) such time as the Company, together with its affiliates, ceases to hold at least 50% of the shares of Series A-1 Preferred Stock of OOG originally purchased by the Company pursuant to the OOG Investment. The Company may also terminate the Collaboration Agreement at any time, for any reason, on 30 days’ written notice, or immediately for certain uncured breaches.
Heather Hasson, Executive Chairman of the Company’s board of directors (the “Board”) and beneficial owner of more than 5% of the Company’s outstanding capital stock, is founder and Chief Executive Officer of OOG, and Catherine Spear, a director and Chief Executive Officer of the Company and beneficial owner of more than 5% of the Company’s outstanding capital stock, is a member of OOG’s board of directors. The Collaboration Agreement was reviewed and approved by the Audit Committee in accordance with the Company’s Related Person Transaction Policy and Procedures. In addition, a special committee comprised solely of independent and disinterested directors recommended to the Board, and the Board approved, the entry into the Collaboration Agreement.
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 July 1, 2026, Heather Hasson, our Executive Chairman, terminated her sell-to-cover instruction letter (the “Instruction Letter”), which wasadopted on May 9, 2023. The Instruction Letter provided 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. Hasson under the Company’s 2021 Equity Incentive Award Plan or any successor plan. The Instruction Letter was a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K and was intended to satisfy the affirmative defense of Rule 10b5-1(c).
Except for the foregoing, during the three months ended September 30, 2026, 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 of Regulation S-K.
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