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 | 10-K | 001-40448 | 02/28/2023 | 3.1 | ||||||||||||||||
| 4.2 | 10-K | 001-40448 | 02/28/2023 | 3.2 | ||||||||||||||||
| 4.3 | S-1 | 333-255797 | 05/05/2021 | 4.1 | ||||||||||||||||
| 5.1 | * | |||||||||||||||||||
| 23.1 | * | |||||||||||||||||||
| 23.2 | * | |||||||||||||||||||
| 24.1 | * | |||||||||||||||||||
| 99.1 | 10-K | 001-40448 | 02/28/2023 | 10.3 | ||||||||||||||||
| 99.1.1 | S-1/A | 333-255797 | 05/20/2021 | 10.6 | ||||||||||||||||
| 99.1.2 | S-1/A | 333-255797 | 05/20/2021 | 10.7 | ||||||||||||||||
| 107.1 | * | |||||||||||||||||||
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 | ||||||||