8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

FIGS, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2025, the board of directors (the “Board”) of FIGS, Inc. (the “Company”) appointed Jerry Jao to serve as a member of the Board, effective April 1, 2025 (the “Effective Date”). Mr. Jao will serve as a Class III director with a term expiring at the 2027 annual meeting of stockholders and until his successor is elected and qualified or his earlier death, disqualification, resignation or removal. The Board also appointed Mr. Jao to serve as chairperson of the Audit Committee of the Board (the “Audit Committee”) and as a member of the Compensation Committee of the Board (the “Compensation Committee”), in each case effective as of the Effective Date. As of the Effective Date, the Audit Committee consists of Jerry Jao (Chair), Mario Marte and Jeffrey Wilke, and the Compensation Committee consists of Melanie Whelan (Chair), Jerry Jao and J. Martin Willhite.

Mr. Jao has served as SVP and GM at Constant Contact, Inc., a global provider of digital marketing solutions, since August 2020. Before that, he served as Chief Executive Officer of Retention Science, the AI-powered personalization and marketing SaaS company that he founded, from January 2013 until it was acquired by Constant Contact in August 2020. Earlier in his career, he served as an Engagement Manager at KPMG LLP and an Analyst at Morgan Stanley. Mr. Jao holds a B.S. from the Haas School of Business at the University of California, Berkeley. We believe that Mr. Jao is qualified to serve as a member of our Board due to his extensive marketing, technology and finance expertise.

Upon the Effective Date, Mr. Jao is eligible to participate in the Company’s Non-Employee Director Compensation Program, which provides for (i) an annual cash retainer of (a) $50,000 for service on the Board, (b) $20,000 for service as chairperson of the Audit Committee and (c) $7,500 for service as a member of the Compensation Committee, (ii) an initial grant of restricted stock units (“RSUs”) for the number of shares of the Company’s Class A common stock equal to $150,000, multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from June 5, 2024 through the Effective Date and (b) the denominator of which is 365, divided by the closing price of the Company’s Class A common stock on the Effective Date, and that vests in full on the earlier to occur of (x) the one-year anniversary of the Effective Date and (y) the date of the Company’s next annual meeting of stockholders following the Effective Date, subject to continued service through the applicable vesting date, and (iii) an annual grant, on the date of the Company’s next annual meeting of stockholders, of RSUs for that number of shares of Class A common stock with a value of $150,000, and that vests in full on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of Company’s next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.

The Company also expects Mr. Jao to enter into its standard indemnification agreement for directors and officers.

Item 7.01 Regulation FD Disclosure.

On April 3, 2025, the Company issued a press release announcing the appointment of Mr. Jao to the Board. The full text of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

The information in Item 7.01 of this Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

FIGS Adds Digital Marketing Executive Jerry Jao as New Independent Director to its Board of Directors

SANTA MONICA, Calif., April 3, 2025 — FIGS, Inc. (NYSE: FIGS) (the “Company”), the global leading healthcare apparel brand dedicated to improving the lives of healthcare professionals, today announced the appointment of Jerry Jao, former Chief Executive Officer of Retention Science, to its board of directors (the “Board”), effective April 1, 2025 (the “Effective Date”).

Mr. Jao joins the Board as an independent director and has also been appointed to serve as both Chair of the Board’s Audit Committee and as a member of the Board’s Compensation Committee. Since May 2024, Mario Marte has served as Interim Chair of the Board’s Audit Committee, and Mr. Marte will continue to serve as a member of the Audit Committee moving forward.

Mr. Jao joins the Board with extensive marketing, technology and finance experience. Most recently, since August 2020, he has served as SVP and GM at Constant Contact, Inc., a global provider of digital marketing solutions. Mr. Jao also served as Chief Executive Officer of Retention Science, the AI-powered personalization and marketing SaaS company that he founded, from January 2013 until it was acquired by Constant Contact in August 2020. Earlier in his career, he served as an Engagement Manager at KPMG LLP and an Analyst at Morgan Stanley. Mr. Jao holds a B.S. from the Haas School of Business at the University of California, Berkeley.

“I am thrilled to welcome Jerry to the FIGS Board,” said Trina Spear, Chief Executive Officer and Co-Founder. “Years ago, when we were developing the digital marketing engine that helped build FIGS into the leading healthcare apparel company, we worked closely with Jerry and his company to do so. As a leader in digital and retention marketing, and with expertise in AI solutions, Jerry has extremely valuable insights to contribute to our Board, which we believe will help accelerate FIGS’ growth. In addition, given his finance experience, our Audit Committee will be well positioned to continue to function at a high level with Jerry as Chair. I’d like to thank Mario for so ably stepping in to serve as the Interim Chair of the Audit Committee over the last year, and look forward to continuing to work with both Jerry and Mario as we execute on our growth plans.”

Forward Looking Statements

This press release contains various forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are based on current management expectations, and which involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project,” “should”, “strategy”, “strive”, “target”, “will” or “would”, the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. These forward-looking statements address various matters, including the commencement of Mr. Jao’s service on the Company’s Board and the Company’s growth plans, all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, the Company’s actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual results, performance or achievements to differ materially from those described in these forward-looking statements: the

Company’s ability to maintain its historical growth; the Company’s ability to maintain profitability; the Company’s ability to maintain the value and reputation of its brand; the Company’s ability to attract new customers, retain existing customers, and to maintain or increase sales to those customers; the success of the Company’s marketing efforts; the Company’s ability to maintain a strong community of engaged customers and Ambassadors; negative publicity related to the Company’s marketing efforts or use of social media; the Company’s ability to successfully develop and introduce new, innovative and updated products; the competitiveness of the market for healthcare apparel; the Company’s ability to maintain its key employees; the Company’s ability to attract and retain highly skilled team members; risks associated with expansion into, and conducting business in, international markets; changes in, or disruptions to, the Company’s shipping arrangements; the successful operation of the Company’s distribution and warehouse management systems; the Company’s ability to accurately forecast customer demand, manage its inventory, and plan for future expenses; the impact of changes in consumer confidence, shopping behavior and consumer spending on demand for the Company’s products; the impact of macroeconomic trends on the Company’s operations; the Company’s reliance on a limited number of third-party suppliers; the fluctuating costs of raw materials; the Company’s failure to protect proprietary, confidential or sensitive information or personal customer data, or risks of cyberattacks; the Company’s failure to protect its intellectual property rights; the fact that the operations of many of the Company’s suppliers and vendors are subject to additional risks that are beyond its control; and other risks, uncertainties, and factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025 and the Company’s other periodic filings with the SEC. The forward-looking statements in this press release speak only as of the time made and the Company does not undertake to update or revise them to reflect future events or circumstances.

About FIGS

FIGS is a founder-led, direct-to-consumer healthcare apparel and lifestyle brand that seeks to celebrate, empower, and serve current and future generations of healthcare professionals. We create technically advanced apparel and products that feature an unmatched combination of comfort, durability, function, and style. We share stories about healthcare professionals’ experiences in ways that inspire them. We build meaningful connections within the healthcare community that we created. Above all, we seek to make an impact for our community, including by advocating for them and always having their backs.

We serve healthcare professionals in numerous countries in North America, Europe, the Asia Pacific region and the Middle East. We also serve healthcare institutions through our TEAMS platform.

Contacts

Investors:

Tom Shaw

IR@wearfigs.com

Media:

Todd Maron

press@wearfigs.com