Hims & Hers sells $402.5M 0% convertible notes

Hims & Hers Health, Inc. issued $402.5 million principal amount of 0.00% Convertible Senior Notes due 2032 in a private offering to qualified institutional buyers.

Rhea-AI Filing Summary

Hims & Hers Health, Inc. issued $402.5 million principal amount of 0.00% Convertible Senior Notes due 2032 in a private offering to qualified institutional buyers. The notes pay no regular interest, mature on June 1, 2032, and can be converted into cash, Class A common stock, or a combination.

The initial conversion rate is 33.8590 shares per $1,000 principal amount, implying an initial conversion price of about $29.53 per share. A maximum of 18,057,397 shares may be issued on conversion under the initial maximum conversion rate, subject to customary anti‑dilution adjustments.

The company also entered into capped call transactions covering the shares underlying the notes, with an initial cap price of approximately $50.15 per share and a cost of about $36.7 million. These capped calls are designed to reduce potential dilution or offset cash payments above principal upon conversion, subject to the cap.

Insights

Capital structure analyst

Hims & Hers raises 0% convertible debt with capped calls to manage dilution.

Hims & Hers Health, Inc. raised $402.5 million through 0.00% Convertible Senior Notes due 2032. The notes are senior unsecured, pay no regular interest, and can be settled in cash, stock, or a mix at the company’s election, giving flexibility in how obligations are met.

The initial conversion rate of 33.8590 shares per $1,000 implies a conversion price around $29.53 per share, with an initial maximum of 18,057,397 shares potentially issuable. Redemption and fundamental change provisions, including make‑whole adjustments, are standard for this type of security and outline when holders can force repurchase or convert.

To help manage potential dilution, the company entered into capped call transactions with a cap price initially near $50.15 per share at a cost of about $36.7 million. These instruments are designed to offset dilution or excess cash payments upon conversion up to the cap. Actual impact will depend on future share prices and conversion behavior.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible notes principal: $402.5 million Initial conversion rate: 33.8590 shares per $1,000 Implied conversion price: $29.53 per share +5 more

8 metrics

Convertible notes principal $402.5 million Aggregate principal amount of 0.00% Convertible Senior Notes due 2032

Initial conversion rate 33.8590 shares per $1,000 Initial conversion rate for Class A common stock

Implied conversion price $29.53 per share Initial conversion price based on the conversion rate

Maximum shares on conversion 18,057,397 shares Initial maximum Class A shares issuable upon conversion

Capped call cap price $50.15 per share Initial cap price on capped call transactions

Capped call cost $36.7 million Approximate total cost of capped call transactions

Fundamental change debt threshold $30,000,000 Debt threshold for certain cross-default events of default

Redemption start date June 6, 2029 Earliest date company may redeem notes if conditions are met

Key Terms

0.00% Convertible Senior Notes due 2032, Make-Whole Fundamental Change, Fundamental Change, Events of Default, +2 more

6 terms

0.00% Convertible Senior Notes due 2032 financial

"sale by the Company of an aggregate of $350.0 million principal amount of 0.00% Convertible Senior Notes due 2032"

Make-Whole Fundamental Change financial

"if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

Fundamental Change financial

"If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

Events of Default financial

"The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture)"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Capped Call Transactions financial

"the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”)"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

qualified institutional buyers regulatory

"in a private offering to qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of financing did HIMS complete in this 8-K?

Hims & Hers Health completed a private offering of 0.00% Convertible Senior Notes due 2032 totaling $402.5 million in principal. The notes are senior unsecured obligations, sold to qualified institutional buyers under Rule 144A and are convertible into cash, stock, or both.

What is the conversion price of HIMS’s 2032 convertible notes?

The notes initially convert at 33.8590 shares per $1,000 principal, equal to an approximate conversion price of $29.53 per share of Class A common stock. This rate can be adjusted for customary anti-dilution events and may increase following certain make-whole fundamental changes.

How many HIMS shares could be issued if all notes are converted?

Initially, a maximum of 18,057,397 shares of Hims & Hers Class A common stock may be issued upon conversion. This figure is based on an initial maximum conversion rate of 44.8631 shares per $1,000 principal amount of notes, subject to anti-dilution adjustments over time.

When do HIMS’s 0.00% Convertible Senior Notes due 2032 mature?

The convertible notes mature on June 1, 2032, unless earlier repurchased, redeemed, or converted. Before March 1, 2032, noteholders can convert only upon certain events; after that date, they may convert at any time up to shortly before maturity, subject to the indenture terms.

What are the key redemption terms for HIMS’s 2032 convertible notes?

Hims & Hers may redeem the notes on or after June 6, 2029 if liquidity conditions are met and the stock trades above 130% of the conversion price for specified periods. Partial redemptions require at least $75 million of notes to remain outstanding and uncalled.

What are the capped call transactions HIMS entered into and their cost?

The company purchased capped call transactions covering the shares underlying the notes, with an initial cap price of about $50.15 per share. These are designed to reduce dilution or offset excess cash on conversion. The aggregate cost of the capped calls was approximately $36.7 million.

How were HIMS’s 2032 notes offered and are they registered?

The notes were sold to initial purchasers under Section 4(a)(2) and resold to qualified institutional buyers under Rule 144A. Neither the notes nor any conversion shares are registered under the Securities Act, and they may be offered or sold only under an exemption or after registration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 05:05 PM Learn about SEC filing dates

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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

Date of Report (Date of earliest event reported): May 21, 2026

HIMS & HERS HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38986		98-1482650
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2269 Chestnut Street, #523

San Francisco, CA 94123

(Address of principal executive offices)

(415) 851-0195

(Registrant’s telephone number, including area code)

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:

Title of each class		Trading symbol		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		HIMS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Explanatory Note

Purchase Agreement

On May 18, 2026, Hims & Hers Health, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several purchasers named therein (collectively, the “Initial Purchasers”), relating to the sale by the Company of an aggregate of $350.0 million principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted to the Initial Purchasers an option to purchase an additional $52.5 million aggregate principal amount of Notes within a period of 13 days from, and including, the date the Notes are first issued (the “Notes Option”), which was exercised in full on May 19, 2026. Pursuant to the terms of the Purchase Agreement, the parties have agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act.

Item 1.01. Entry Into a Material Definitive Agreement.

Indenture and Notes

On May 21, 2026, the Company issued $402.5 million aggregate principal amount of Notes. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 21, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes will not bear regular interest and the principal amount of the Notes will not accrete. The Notes will mature on June 1, 2032, unless earlier repurchased, redeemed or converted. Before March 1, 2032, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after March 1, 2032, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. The initial conversion rate is 33.8590 shares of the Company’s Class A common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $29.53 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after June 6, 2029 and on or before the 25th scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not

redeem less than all of the outstanding Notes unless at least $75.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Class A common stock.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of special interest or additional interest, if any, on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default is not cured within five days after its occurrence; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $30,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid special interest and additional interest (if any) on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid special and additional interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

Capped Call Transactions

On May 18, 2026, in connection with the pricing of the offering of Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with HSBC Bank USA, National Association, Barclays Bank PLC, BNP Paribas, Truist Bank and Morgan Stanley & Co. LLC (the “Option Counterparties”). In addition, on May 19, 2026, in connection with the Notes Option, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s Class A common stock that initially underlie the Notes, and are expected generally to reduce potential

dilution to the Company’s Class A common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially approximately $50.15 per share (subject to adjustment under the terms of the Capped Call Transactions), which represents a premium of 125.0% over the last reported sale price of the Company’s Class A common stock on May 18, 2026. The cost of the Capped Call Transactions was approximately $36.7 million.

The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

The above description of the Capped Call Transactions is a summary and is not complete. Forms of the confirmations for the Capped Call Transactions are filed as exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and the above summary is qualified by reference to such exhibits.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above under the caption “Indenture and Notes” is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s Class A common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 18,057,397 shares of the Company’s Class A common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 44.8631 shares of Class A common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

The offer and sale of the Notes and the Company’s Class A common stock issuable on conversion of the Notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of May 21, 2026, between Hims & Hers Health, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of certificate representing the 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.1).
10.1		Form of Confirmation of Base Call Option Transaction.
10.2		Form of Confirmation of Additional Call Option Transaction.
104		Cover page interactive data file (embedded within the inline XBRL document).

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.

				HIMS & HERS HEALTH, INC.
Date: May 21, 2026				By:		/s/ Andrew Dudum
						Andrew Dudum
						Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 225.5 KB
• EX-10.2 EX-10.2 225.2 KB

Other Documents

• EX-4.1 EX-4.1 589.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB