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Hims & Hers (HIMS) Form 4: Director gets 6,623 RSUs with staggered vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kare Schultz, a director of Hims & Hers Health, Inc. (HIMS), reported a grant of 6,623 restricted stock units (RSUs) on a Form 4 covering transactions dated 09/15/2025. The RSUs represent a contingent right to receive one share of Class A common stock per RSU and are subject to service-based vesting over three years with 1/3 vesting on 09/15/2025, 1/3 on 09/15/2026, and 1/3 on 09/15/2027. Following the reported transactions, the filing shows Schultz beneficially owns 15,741 shares of Class A common stock directly and 13,247 derivative securities (RSU-based) directly. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

  • Director alignment with shareholders: RSUs convert 1:1 to Class A shares, aligning Schultz's interests with shareholders over the vesting period
  • Retention-focused vesting: Service-based vesting over three years helps retain board membership through 2027
  • No cash outlay required: RSUs granted at $0 exercise price, indicating a compensation grant rather than a purchased position

Negative

  • Contingent ownership: Only one-third vested immediately (09/15/2025), so full shares are not immediately available until 2027
  • Potential dilution: The issuance of 6,623 RSUs will increase outstanding shares if and when vested and settled as common stock

Insights

TL;DR: Director received 6,623 RSUs with a three-year service-based vesting schedule; transaction appears routine and non-cash.

The grant of 6,623 RSUs to a company director aligns compensation with shareholder interests by tying value to equity performance and future service. The award vests in thirds over three years, which retains an employment/service linkage and staggers potential dilution. The filing shows both current direct holdings and RSU-based derivative holdings, clarifying immediate and contingent ownership levels. There is no cash exercise price and no sale or disposition reported, indicating this is a standard equity grant rather than a monetization event.

TL;DR: Standard director equity grant with multi-year vesting; governance implications are routine rather than material.

This Form 4 documents a typical equity compensation practice for non-employee directors. The service-based vesting schedule (one-third annually) promotes retention through 2027. The separate reporting of non-derivative shares and derivative RSU holdings provides transparency on Schultz's current voting/ownership versus contingent future shares. The signature by an attorney-in-fact is noted and the filing meets disclosure requirements; there are no departures, pledges, or unusual terms disclosed.

Insider Schultz Kare
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 6,623 $0.00 --
Exercise Class A Common Stock 6,623 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 13,247 shares (Direct); Class A Common Stock — 15,741 shares (Direct)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 3-year period, with (i) 1/3 of the RSUs vesting on September 15, 2025, (ii) 1/3 of the RSUs vesting on September 15, 2026, and (iii) 1/3 of the RSUs vesting on September 15, 2027.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schultz Kare
(Last) (First) (Middle)
2269 CHESTNUT STREET, #523
(Street)
SAN FRANCISCO CA 94123
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/15/2025 M 6,623 A (1) 15,741 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 09/15/2025 M 6,623 (2) (2) Class A Common Stock 6,623 $0 13,247 D
Explanation of Responses:
1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.
2. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 3-year period, with (i) 1/3 of the RSUs vesting on September 15, 2025, (ii) 1/3 of the RSUs vesting on September 15, 2026, and (iii) 1/3 of the RSUs vesting on September 15, 2027.
Remarks:
/s/ Kimberly Mather, Attorney-in-Fact for Kare Schultz 09/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did HIMS director Kare Schultz acquire on 09/15/2025?

Kare Schultz was granted 6,623 restricted stock units (RSUs) on 09/15/2025, each convertible into one share of Class A common stock.

How do the RSUs granted to Kare Schultz vest?

The RSUs vest over a three-year service schedule: 1/3 on 09/15/2025, 1/3 on 09/15/2026, and 1/3 on 09/15/2027.

How many Class A shares does Kare Schultz beneficially own after this Form 4?

The filing reports 15,741 Class A common shares beneficially owned directly and 13,247 derivative securities (RSU-based) directly following the reported transactions.

Was there any cash price paid for the RSUs?

No cash price was reported; the derivative table shows the RSUs had a price of $0.

When was the Form 4 signed and filed?

The Form 4 was signed by an attorney-in-fact on 09/17/2025 and covers transactions dated 09/15/2025.