Document

S-8 1 figs-sx8202620260226.htm S-8 Document

As filed with the Securities and Exchange Commission on February 26, 2026

Registration No. 333-

_______________________________________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________________________________________________________________

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

_______________________________________________________________________________________________________________________________________

FIGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________________________________________________________



Delaware						46-2005653
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2834 Colorado Avenue, Suite 100

Santa Monica, California 90404

(Address, including zip code, of Registrant’s principal executive offices)

FIGS, INC. 2021 EQUITY INCENTIVE AWARD PLAN

(Full title of the plans)

Catherine Spear

Chief Executive Officer

FIGS, Inc.

2834 Colorado Avenue, Suite 100

Santa Monica, California 90404

(424) 500-8209

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc D. Jaffe, Esq.

Ian D. Schuman, Esq.

Alison A. Haggerty, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 906-1200

_______________________________________________________________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________________________________________________________________________________________________________

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 3,200,219 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of FIGS, Inc. (the “Registrant”), issuable under the following employee benefit plan for which registration statements of the Registrant on Form S-8 (File Nos. 333-256585, 333-270150, 333-277476 and 333-285368) are effective: the FIGS, Inc. 2021 Equity Incentive Award Plan.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

_______________________________________________________________________________________________________________________________________

Item 8. Exhibits.

Incorporated by Reference

Filed Herewith

Exhibit

Number

Exhibit Description

Form

File Number

Date

Exhibit

4.1

Amended and Restated Certificate of Incorporation of FIGS, Inc.

10-K

001-40448

02/28/2023

3.1

4.2

Amended and Restated Bylaws of FIGS, Inc.

10-K

001-40448

02/28/2023

3.2

4.3

Form of Certificate of Class A Common Stock

S-1

333-255797

05/05/2021

4.1

5.1

Opinion of Latham & Watkins LLP

23.1

Consent of Ernst & Young, LLP

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1)

24.1

Power of Attorney (included on signature page)

99.1

FIGS, Inc. 2021 Equity Incentive Award Plan

10-K

001-40448

02/28/2023

10.3

99.1.1

Form of Stock Option Grant Notice and Agreement under 2021 Equity Incentive Award Plan

S-1/A

333-255797

05/20/2021

10.6

99.1.2

Form of Restricted Stock Unit Grant Notice and Agreement under 2021 Equity Incentive Award Plan

S-1/A

333-255797

05/20/2021

10.7

107.1

Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this 26th day of February, 2026.



FIGS, INC.

By						/s/ Catherine Spear
						Catherine Spear
						Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FIGS, Inc., hereby severally constitute and appoint Catherine Spear and Sarah Oughtred, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.


Signature	Title	Date

/s/ Catherine Spear	Chief Executive Officer and Director	February 26, 2026
Catherine Spear	(Principal Executive Officer)

/s/ Sarah Oughtred	Chief Financial Officer	February 26, 2026
Sarah Oughtred	(Principal Financial and Accounting Officer)

/s/ Heather Hasson	Executive Chairman	February 26, 2026
Heather Hasson

/s/ Sheila Antrum	Director	February 26, 2026
Sheila Antrum

/s/ Jerry Jao	Director	February 26, 2026
Jerry Jao

/s/ Kenneth Lin	Director	February 26, 2026
Kenneth Lin

/s/ Mario Marte	Director	February 26, 2026
Mario Marte

/s/ Melanie Whelan	Director	February 26, 2026
Melanie Whelan

/s/ Jeffrey Wilke	Director	February 26, 2026
Jeffrey Wilke

/s/ J. Martin Willhite	Director	February 26, 2026
J. Martin Willhite

SEC Form S-8 filed by FIGS Inc.