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Hims & Hers (NYSE: HIMS) COO settles 86K RSUs, pays taxes in stock

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

Rhea-AI Filing Summary

Hims & Hers Health, Inc. (HIMS) reported that Chief Operating Officer Michael Chi had multiple restricted stock unit (RSU) awards vest on 2026-08-14, converting into 86,265 shares of Class A Common Stock at a price of $0.00 per share. In connection with this vesting and settlement, the company withheld 47,702 shares at a price of $28.15 per share to satisfy tax withholding obligations. The RSU grants vest over four years in substantially equal quarterly installments, with different grants beginning to vest on quarterly dates starting between December 15, 2022 and June 15, 2026.

Positive

  • None.

Negative

  • None.
Insider Chi Michael
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit F1, F3 16,496 $0.00 $0.00
Exercise Restricted Stock Unit F1, F4 16,297 $0.00 $0.00
Exercise Restricted Stock Unit F1, F5 19,358 $0.00 $0.00
Exercise Restricted Stock Unit F1, F6 10,600 $0.00 $0.00
Exercise Restricted Stock Unit F1, F7 23,514 $0.00 $0.00
Exercise Class A Common Stock F1 86,265 -- --
Tax Withholding Class A Common Stock F2 47,702 $28.15 $1.34M
Holdings After Transaction: Restricted Stock Unit — 583,932 shares (Direct); Class A Common Stock — 470,687 shares (Direct)
Footnotes (7)
  1. F1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.
  2. F2. The shares of Class A Common Stock were withheld by the issuer to cover tax withholding obligations in connection with the reported vesting and settlement of RSUs.
  3. F3. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates occurring on or after December 15, 2022.
  4. F4. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2023.
  5. F5. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2024.
  6. F6. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2025.
  7. F7. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2026.
Shares acquired via RSU vesting 86,265 shares Class A Common Stock acquired on 2026-08-14 from RSU settlement (code M, acquired_disposed_code A)
Shares withheld for taxes 47,702 shares Class A Common Stock withheld by issuer to cover tax withholding obligations (code F) on 2026-08-14
Tax withholding price $28.15 per share Price used for shares withheld to satisfy tax liability in connection with RSU vesting
Number of RSU vesting transactions 5 transactions Five RSU derivative entries (code M) converting into Class A Common Stock
RSU vesting period 4 years Each RSU grant vests over four years in substantially equal quarterly installments
Restricted Stock Unit financial
"The Restricted Stock Units ("RSUs") represent a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
service-based vesting financial
"The RSUs are subject to a service-based vesting requirement, which shall be satisfied"
withheld by the issuer financial
"The shares of Class A Common Stock were withheld by the issuer to cover tax"
quarterly vesting dates financial
"vesting in substantially equal quarterly installments on the Company's quarterly vesting dates"

FAQ

What insider equity activity did HIMS COO Michael Chi report on this Form 4?
On 2026-08-14, COO Michael Chi reported RSU vesting that converted into 86,265 shares of HIMS Class A Common Stock. In the same event, 47,702 shares were withheld by the issuer to cover tax withholding obligations related to the RSU settlement.

How many HIMS shares did Michael Chi acquire from RSU vesting?
Michael Chi acquired 86,265 shares of Hims & Hers Health Class A Common Stock through RSU vesting on 2026-08-14. These shares resulted from the settlement of five separate RSU grants, each representing a right to receive one share per RSU.

How many HIMS shares were withheld for taxes and at what price?
The issuer withheld 47,702 shares of HIMS Class A Common Stock at $28.15 per share to satisfy tax withholding obligations. This withholding was tied to the vesting and settlement of RSUs rather than an open-market sale by the executive.

What are the vesting terms of Michael Chi’s RSUs at HIMS?
Michael Chi’s RSUs are subject to service-based vesting over four years, in substantially equal quarterly installments. Different RSU grants start vesting on quarterly dates beginning December 15, 2022, June 15, 2023, June 15, 2024, June 15, 2025, and June 15, 2026.

Was Michael Chi’s HIMS Form 4 activity under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox was not checked, so the reported transactions were not affirmed as being made under a 10b5-1 trading plan. The activity reflects RSU vesting and related tax withholding, not open-market trades.

Did Michael Chi sell any HIMS shares in the market in this Form 4?
The Form 4 shows no open-market sales; it reports RSU vesting and issuer withholding of 47,702 shares to cover tax obligations. Code F indicates shares delivered or withheld for tax liability, not discretionary sales into the market.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Chi Michael
(Last)(First)(Middle)
2269 CHESTNUT STREET, #523
(Street)
SAN FRANCISCO CALIFORNIA 94123
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/14/2026M86,265A(1)518,389D
Class A Common Stock08/14/2026F47,702(2)D$28.15470,687D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)08/14/2026M16,496 (3) (3)Class A Common Stock16,496$00D
Restricted Stock Unit(1)08/14/2026M16,297 (4) (4)Class A Common Stock16,297$032,595D
Restricted Stock Unit(1)08/14/2026M19,358 (5) (5)Class A Common Stock19,358$0116,151D
Restricted Stock Unit(1)08/14/2026M10,600 (6) (6)Class A Common Stock10,600$0105,992D
Restricted Stock Unit(1)08/14/2026M23,514 (7) (7)Class A Common Stock23,514$0329,194D
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 shares of Class A Common Stock were withheld by the issuer to cover tax withholding obligations in connection with the reported vesting and settlement of RSUs.
3. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates occurring on or after December 15, 2022.
4. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2023.
5. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2024.
6. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2025.
7. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the Company's quarterly vesting dates, with the first such vesting date on June 15, 2026.
Remarks:
/s/ Kimberly Mather, Attorney-in-Fact for Michael Chi08/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR