Exhibit 99.1
Hims & Hers Health, Inc. Announces Proposed Convertible Senior Notes Offering to
Support International Expansion and Accelerate AI-Driven Platform Investment
Proceeds intended to be used to preserve financial flexibility as Hims & Hers executes on its international expansion strategy, including the
proposed acquisition of Eucalyptus, invests in technology and operational infrastructure to drive anticipated cost efficiencies, and enhances the consumer experience with AI and its closed-loop data ecosystem.
SAN FRANCISCO—(BUSINESS WIRE)—May 18, 2026 —Hims & Hers Health, Inc. (“Hims & Hers” or the
“Company”, NYSE: HIMS) today announced its intention to offer, subject to market and other conditions, $300 million aggregate principal amount of convertible senior notes due 2032 (the “notes”) in a private offering to
persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Hims & Hers also expects to grant the initial purchasers of the notes an
option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $45 million aggregate principal amount of notes.
Hims & Hers intends to use the net proceeds from the offering to preserve financial flexibility while executing on its international expansion
strategy, including its proposed acquisition of Eucalyptus, which is expected to close in mid-2026, subject to customary closing conditions. The Company also intends to use the net proceeds to invest in
technology and fulfillment infrastructure to drive anticipated cost efficiencies, as well as to scale AI capabilities that enhance the consumer experience and better leverage the Company’s closed-loop data ecosystem. A portion of the net
proceeds will be used to fund the cost of entering into the capped call transactions described below. If the initial purchasers exercise their option to purchase additional notes, a portion of the additional proceeds will also be used to fund the
cost of entering into the related capped call transactions. The Company intends to use the remainder of the net proceeds, if any, for general corporate purposes.
The notes will be senior, unsecured obligations of Hims & Hers, will accrue interest payable semi-annually in arrears and will mature on June 1,
2032, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Hims & Hers 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 option.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash 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 the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion
price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption
date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require
Hims & Hers to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
