{"url_path":"/sec/cik-0001017918/13dg/2026-03-03/000095010326003173","section_key":"body","section_title":"SCHEDULE 13D/A body","topic":"sec","document":{"doc_type":"SCHEDULE 13D/A","doc_date":"2026-03-03","source_url":"https://www.sec.gov/Archives/edgar/data/1017918/0000950103-26-003173-index.html","accession_number":"0000950103-26-003173","cik":"0001017918","ticker":null,"issuer_name":"BAMCO INC /NY/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017918/0000950103-26-003173-index.html","primary_entity_key":"0001017918","primary_entity_name":"BAMCO INC /NY/"},"word_count":804,"has_tables":true,"body_markdown":"EX-99.6\n2\ndp242521_ex9906.htm\nEXHIBIT 99.6\n\n**Exhibit 99.6**\n\n**AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT**\n\nThis Amendment No. 1 to Stockholders\nAgreement (this “Amendment”) is entered into as of March 2, 2026, by and among FIGS, Inc., a Delaware corporation (the\n“Company”), Baron Capital Management, Inc., a New York corporation (“BCM”) and BAMCO, Inc., a New\nYork corporation (“BAMCO”). Capitalized terms used but not defined in this Amendment shall have the meanings given\nto such terms in the Stockholders Agreement (as defined below).\n\n**RECITALS**\n\n**WHEREAS**, the Company,\nBCM and BAMCO entered into that certain Stockholders Agreement, dated as of February 26, 2025 (the “Stockholders Agreement”);\n\n**WHEREAS**, the Stockholder\nGroup owns shares of Class A Common Stock on behalf of themselves and their limited partners, members, shareholders or other equityholders\n(collectively, the “Investors”);\n\n**WHEREAS,** pursuant to\nthe terms of the Stockholders Agreement, the Stockholder Group may (x) make a Permitted Distribution in Kind to the Investors or (y) sell\nshares of Class A Common Stock, other than the Put-Call Shares, and distribute the proceeds of such sale to the Investors, in each case,\nresulting in the loss of beneficial ownership by the Stockholder Group over such shares of Class A Common Stock (each such event, an “Investor\nRedemption”); and\n\n**WHEREAS**, the Company,\nBCM and BAMCO desire to enter into this Amendment to permit the Stockholder Group to acquire shares of Class A Common Stock solely to\nreplace an equal number of shares of Class A Common Stock subject to an Investor Redemption.\n\n**NOW, THEREFORE**, in\nconsideration of the covenants and agreements contained herein, the parties hereto agree as follows:\n\n1.Section 2.2(a) of the Stockholders Agreement shall be amended to delete the stricken text (indicated textually\nin the same manner as the following example: stricken text) and to add the double-underlined\ntext (indicated textually in the same manner as the following example: double underlined text)\nto read as follows:\n\nDuring the period of time beginning\non the Term Sheet Date and ending on the Transfer Termination Date, the Stockholder Group shall not, directly or indirectly, without the\nprior written consent of, or waiver by, the Company, (i) acquire, or agree to acquire, propose or offer to acquire, or facilitate the\nacquisition (including through Beneficial Ownership) of, Equity Securities or derivative long equity instruments of the Company (other\nthan (wx) Equity Securities covered by the\nPut-Call Agreement, (xy) pursuant to a Permitted\nTransfer, or (yz)\nas a result of a stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction\ninvolving Equity Securities of the Company or (z) an aggregate number of shares of Class A Common Stock\nequal to the number of shares of Class A Common Stock that were (i) sold in connection with an Investor Redemption or (ii) distributed\nto an Investor in an Investor Redemption, provided, however, that in the case of an acquisition pursuant to (z) above, in no event may\nthe Stockholder Group acquire any additional shares of Class A Common Stock if such acquisition would result in the Stockholder Group\nbeneficially owning greater than 59,959,449 shares of Class A Common Stock); or (ii) make any proposal or statement of inquiry\nor disclose any intention, plan or arrangement inconsistent with any of the foregoing.\n\n2.Effect on Stockholders Agreement. Except as expressly modified or amended by this Amendment, the\nStockholders Agreement shall remain in full force and effect, and the Stockholders Agreement and its terms and provisions are hereby ratified\nand confirmed for all purposes and in all respects. To the extent this Amendment conflicts with any provisions of the Stockholders Agreement,\nthe provisions of this Amendment shall prevail.\n\n3.Entire Agreement. This Amendment and the Stockholders Agreement and the other documents expressly\nreferred to herein or therein and other documents entered into as contemplated by the Stockholders Agreement embody the complete agreement\nand understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the\nparties, written or oral, with respect to the matters addressed herein or therein, and no party shall be bound by any verbal statement\nor agreement made heretofore.\n\n4.Miscellaneous. Section 6.7 (*Severability*), Section 6.8 (*Counterparts*), Section 6.10\n(*Governing Law; Jurisdiction*) and Section 6.11 (*Waiver of Jury Trial*) of the Stockholders Agreement shall apply to this\nAmendment, *mutatis mutandis*.\n\n[The\nremainder of this page left intentionally blank.]\n\nIN WITNESS WHEREOF, the parties\nhereto have signed and delivered this Amendment, or have caused this Amendment to be signed and delivered by their respective authorized\nofficers, effective as of the date first above written.\n\n**THE COMPANY:**\n\n**FIGS, INC.**\n\nBy:\n/s/ Catherine E. Spear\n\nName:\nCatherine E. Spear\n\nTitle:\nChief Executive Officer\n\n**Baron Capital management, Inc.**\n\nBy:\n/s/ Patrick M. Patalino\n\nName:\nPatrick M. Patalino\n\nTitle:\nChief Operating Officer\n\n**Bamco, Inc.**\n\nBy:\n/s/ Patrick M. Patalino\n\nName:\nPatrick M. Patalino\n\nTitle:\nChief Operating Officer"}