Catherine Eva Spear, Chief Executive Officer and 10% Owner of FIGS, Inc., filed a Form 4 on November 9, 2026, disclosing the exercise of two stock option grants totaling 8,595,000 shares of Class A Common Stock, the withholding of shares to cover exercise prices and taxes, and a subsequent block sale of 4,044,284 shares.

Key Highlights

  • Option exercise 1: Spear exercised options to acquire 7,695,000 shares of Class A Common Stock at $0.85 per share on November 9, 2026, with an expiration date of February 21, 2028.
  • Option exercise 2: Spear exercised options to acquire 900,000 shares of Class A Common Stock at $1.37 per share on November 9, 2026, with an expiration date of June 26, 2028.
  • Shares withheld: 4,550,716 shares were withheld by the issuer upon net exercise to cover exercise prices and required tax withholdings at $21.58 per share; the filing states this "does not represent a sale by the Reporting Person."
  • Block sale: 4,044,284 shares were sold at $19.70 per share in a block sale on November 9, 2026.
  • Remaining direct holdings: Following all reported transactions, Spear directly held 1,671,854 shares of Class A Common Stock, plus 797,073 shares held indirectly through the Catherine Spear Revocable Trust.
  • Prior sale history: According to the filing, prior to this sale, Spear "had not sold any shares of the Issuer's common stock (excluding sales solely to cover required taxes and fees due upon the vesting and settlement of Restricted Stock Units) since September 2021."

FIGS CEO Spear Exercises Expiring Options in Block Transaction

The filing covers three related steps completed on November 9, 2026. First, Spear exercised two fully vested stock option grants, one for 7,695,000 shares at an exercise price of $0.85 and one for 900,000 shares at $1.37, both of which had been scheduled to expire in 2028. Following those exercises, the issuer withheld 4,550,716 shares at $21.58 per share to satisfy the exercise prices and required tax withholdings in a net exercise arrangement. The filing explicitly states this withholding "does not represent a sale by the Reporting Person."

The remaining net shares were then partially disposed of through a block sale of 4,044,284 shares at $19.70 per share. According to the filing, the reporting person is also a director, a 10% owner, and Chief Executive Officer of FIGS, Inc. (NYSE:FIGS). In addition to the directly held Class A Common Stock remaining after the transactions, the filing discloses that Spear beneficially owns 5,469,161 shares of Class B Common Stock directly and indirectly through various trusts, each convertible into one Class A share at her option, as well as 11,389,366 shares of Class A Common Stock underlying vested options.

Indirect holdings include 797,073 shares held through the Catherine Spear Revocable Trust and 141 shares held through Hollywood Capital Partners LLC, of which Spear is a managing member. The filing notes she "disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein." An additional 855,987 of the securities in the directly held post-transaction figure represent RSUs, each a contingent right to receive one share of Class A Common Stock. The filing was signed by Danielle Warner as Attorney-in-Fact for Catherine Spear.

What Was Disclosed

The Form 4 discloses the November 9, 2026 exercise of two expiring stock option grants totaling 8,595,000 shares, an issuer withholding of 4,550,716 shares to cover exercise costs and taxes, and a block sale of 4,044,284 shares at $19.70 per share by FIGS CEO Catherine Spear.