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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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FIGS, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
Kristine Treglia
Baron Capital Group, Inc., 767 Fifth Avenue, 49th Floor
New York, NY, 10153
(212) 583-2087
Baron Capital Group, Inc., 767 Fifth Avenue, 49th Floor
New York, NY, 10153
(212) 583-2087
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/02/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
BAMCO INC /NY/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,185,534.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
33.64 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Baron Capital Management, Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,773,915.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.28 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Ronald Baron | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
59,959,449.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.93 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Baron Capital Group, Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
59,959,449.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.93 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Baron Growth Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,368,569.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.82 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Baron Focused Growth Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.69 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
FIGS, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2834 COLORADO AVENUE, SUITE 100, SANTA MONICA,
CALIFORNIA
, 90404. | |
Item 1 Comment:
This Amendment No. 6 (this "Amendment") amends and supplements that statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 31, 2024 (the "Original Schedule 13D"), as amended by the Amendment No. 1, filed on January 7, 2025 ("Amendment No. 1"), the Amendment No. 2, filed on January 14, 2025 ("Amendment No. 2"), the Amendment No. 3, filed on February 21, 2025 ("Amendment No. 3"), the Amendment No. 4, filed on February 27, 2025 ("Amendment No. 4"), and the Amendment No. 5, filed on March 3, 2025 ("Amendment No. 5" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment, the "Schedule 13D"), that relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of FIGS, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 2834 Colorado Avenue, Suite 100, Santa Monica, California 90404. Except as provided herein, all Items of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5) remain unchanged and this Amendment does not modify any information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5) is hereby amended and restated as follows:
Calculations of the percentage of Class A Common Stock beneficially owned are based on 158,093,481 shares of Class A Common Stock outstanding as of February 13, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 26, 2026.
The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (c) | On February 10, 2026, Baron Capital Management, Inc. made distributions in kind of an aggregate of 858,367 shares of Class A Common Stock to certain clients for no consideration. As a result of such distribution in kind, Baron Capital Management, Inc. ceased to beneficially own the shares subject to the distribution in kind.
On February 10, 2026, and February 11, 2026, Baron Focused Growth Fund purchased 436,869 shares of Class A Common Stock at a price of between $10.4876 and $10.5145 per share through market purchases. On February 10, 2026, and February 11, 2026, BAMCO, Inc. purchased 416,465 shares of Class A Common Stock at a price between $10.3016 and $10.5008 per share through market purchases on behalf of clients. On February 11, 2026, Baron Capital Management, Inc. purchased 5,033 shares of Class A Common Stock at a price between $10.377 and $10.5009 per share through market purchases on behalf of clients. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5) is hereby amended and supplemented to include the following: Amendment No. 1 to Stockholders Agreement: On March 2, 2026, Baron Capital Management, Inc. ("BCM") and BAMCO (together with BCM, "Baron") and the Issuer entered into an Amendment No. 1 (the "Stockholders Agreement Amendment") to that certain Stockholders Agreement, dated as of February 26, 2025 (as previously filed), pursuant to which Baron, its affiliates or any investment vehicle or account sponsored, managed or advised by Baron, its affiliated investment advisers or any of their respective affiliates (the "Stockholder Group") may acquire shares of Class A Common Stock solely to replace an equal number of shares of Class A Common Stock that were either (i) subject to an in-kind distribution by the Stockholder Group to any of their limited partners, members, shareholders or other equityholders ("Investors") or (ii) sold and the proceeds of such sale were distributed to any such Investors, in each case subject to the terms of the Stockholders Agreement Amendment and provided that in no event may the Stockholder Group acquire any additional shares of Class A Common Stock if such acquisition would result in the Stockholder Group beneficially owning greater that 59,959,449 shares of Class A Common Stock. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.6 Amendment No. 1 to Stockholders Agreement, dated as of March 2, 2026, by and among the Issuer, Baron Capital Management, Inc., and BAMCO, Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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