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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 29, 2026
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HIMS & HERS HEALTH, INC.
(Exact name of registrant as specified in its charter)
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| 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)
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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. ☐
Item 1.01 Entry Into a Material Definitive Agreement
On May 29, 2026, Hims & Hers Health, Inc. (the “Company”), as borrower, entered into Amendment No. 3 (the “Amendment”) to the Revolving Credit and Guaranty Agreement, dated as of February 18, 2025 (as amended by that certain Amendment No. 1 to the Revolving Credit and Guaranty Agreement, dated as of June 25, 2025, that certain Amendment No. 2 to the Revolving Credit and Guaranty Agreement, dated as of May 7, 2026, and as amended by this Amendment, the “Credit Agreement”), by among the Company, the subsidiary borrowers and the guarantors from time to time party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
The Amendment, among other things, (a) amends certain provisions of the Credit Agreement to facilitate the closing of the Company’s acquisition of EUC Management Pty Ltd ACN 631 013 860 (d/b/a Eucalyptus) (“Eucalyptus”), including providing a grace period for the Company to comply with the covenants and representations and warranties under the Credit Agreement as a result of such acquisition; (b) establishes joinder obligations for material foreign subsidiaries; (c) increases downstream investment capacity in non-loan party subsidiaries and (d) provides that, other than as described above, the loans and obligations of the parties remain unchanged and there were no material changes to the interest provisions, fees, covenants or events of default.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant
The information described above under Item 1.01 is incorporated into this Item 2.03 by reference.
Item 8.01 Other Events
On June 2, 2026, the Company issued a press release announcing the completion of its previously announced acquisition of Eucalyptus. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | Description |
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| 10.1 | Amendment No. 3 to the Revolving Credit and Guaranty Agreement, dated as of May 29, 2026, by and among Hims & Hers Health, Inc., as the borrower, and each existing lender party thereto. |
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| 99.1 | Press Release, dated June 2, 2026, issued by the Company. |
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| 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.
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| HIMS & HERS HEALTH, INC. |
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| Date: June 2, 2026 | By: | /s/ Andrew Dudum |
| | Andrew Dudum |
| | Chief Executive Officer |
Hims & Hers Completes Acquisition of Eucalyptus, Advancing its Position as the World’s Largest Consumer Health Platform
The acquisition extends the company's leadership position across Australia, Canada, Germany, Japan, and the United Kingdom, with the scale to redefine healthcare for hundreds of millions of people
SAN FRANCISCO, June 2, 2026 – Hims & Hers Health, Inc. (NYSE: HIMS) has completed its acquisition of Eucalyptus, advancing its position as the world's largest consumer health platform. Building on the earlier acquisitions of ZAVA and Livewell, Hims & Hers now has a leading presence across the US, UK, Australian, and Canadian markets, with a growing presence in France, Germany, Ireland, Spain, and Japan. Continuing to expand internationally will enable Hims & Hers to lead the next era of digital health, delivering personal, affordable care to more people around the world. This global expansion reinforces the company’s confidence in its long-term targets of $6.5 billion in revenue and $1.3 billion in Adjusted EBITDA by 2030.
Hims & Hers can now reach hundreds of millions of people across four continents, bringing more data points into the company's closed-loop ecosystem and expanding the network effects of the platform globally. With this scale, data, and local clinical expertise, the company can deliver access to care that is both deeply personal and clinically rigorous, while maintaining consistent quality worldwide. By pairing personalized treatment with high-touch support, Hims & Hers helps customers stick to their treatment plans longer and achieve better outcomes than with medication alone, making the company a critical partner for healthcare innovators looking to bring new treatments and services to customers around the world.
“The future of health isn’t inside of a doctor’s office. It will be integrated into the rhythm of your daily life, anticipating issues before you even see them, and adapting with you,” said Andrew Dudum, co-founder and CEO of Hims & Hers. “Welcoming the Eucalyptus team into Hims & Hers gives us the foundation to become an everyday health companion to people all over the world and a partner to other healthcare innovators who want to build long-term relationships with consumers.”
Eucalyptus brings deep regional presence and a customer-first digital experience that has served more than 850,0001 customers to date, alongside a proven ability to launch and scale in new markets with clinical rigor and local regulatory expertise. Combined with Hims & Hers' platform, technology infrastructure, and growing portfolio of specialties, these capabilities position the company to deliver care that reflects the needs, regulations, and expectations of each market, while raising the bar for what consumer healthcare can look like globally.
“Building Eucalyptus has shown us that the best healthcare is local in its understanding and global in its ambition," said Tim Doyle, Senior Vice President of International at Hims & Hers and former CEO of Eucalyptus. "Joining Hims & Hers gives our teams in Australia, Canada, Germany, Japan, and the United Kingdom the ability to deepen what we've built for our customers, and to bring that experience to many more people in the years ahead.”
The transaction closed pursuant to the terms of the definitive agreement.
1 As of May 2026. Customer defined as a user having purchased a program through a Eucalyptus brand.
About Hims & Hers Health, Inc.
Hims & Hers is the leading health and wellness platform on a mission to help the world feel great through the power of better health. We believe how you feel in your body and mind transforms how you show up in life. That’s why we’re building a future where nothing stands in the way of harnessing this power. Hims & Hers normalizes health & wellness challenges—and innovates on their solutions—to make feeling happy and healthy easy to achieve. No two people are the same, so the company provides access to
personalized care designed for results. For more information, please visit www.hims.com and www.forhers.com.
Press Contact
Abby Reisinger-Moley
press@forhims.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "assume," "may," "will," "likely," "potential," "projects," "predicts," "continue," "goal," "strategy," "future," "forecast," "target," "outlook," "opportunity," "project," "confidence," "foundation," "groundwork," or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, statements regarding the integration of the Eucalyptus business, the international expansion plans of Hims & Hers Health, Inc. (the “Company”), the anticipated impact of the acquisition on the Company's platform capabilities, customer reach, and global network effects, and the Company's long-term financial targets. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, the forward-looking statements contained herein are based on the current expectations, assumptions and beliefs of the Company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: (i) risks related to the integration of the Eucalyptus business, including the ability to successfully combine operations, retain key personnel, and realize the anticipated strategic and financial benefits of the acquisition; (ii) risks related to the Company's international expansion, including challenges in managing operations across multiple jurisdictions and the ability to launch and scale in new markets; (iii) regulatory, compliance, and legal risks in the jurisdictions where the Company operates or plans to operate, including evolving healthcare, consumer protection, and data privacy regulatory frameworks; (iv) risks related to customer adoption and retention across new and existing markets; (v) the Company's ability to achieve its long-term financial targets, which depend on a number of factors including continued growth of the Company's subscriber base, successful integration and expansion of international operations, and broader macroeconomic conditions; and (vi) risks related to the Company's liquidity and capital allocation, including unanticipated demands on cash resources or changes in operating performance, as well as those factors described in the Risk Factors and other sections of the Company's most recently filed Quarterly Report on Form 10-Q, the Company's most recently filed Annual Report on Form 10-K, and other current and periodic reports the Company files from time to time with the Securities and Exchange Commission.
Should one or more of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company undertakes no obligation (and expressly disclaims any obligation) to update or revise any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
