Hims & Hers (NYSE: HIMS) CFO earns 410,690 performance RSUs

Rhea-AI Filing Summary

Hims & Hers Health, Inc. reported that Chief Financial Officer Oluyemi Okupe acquired 410,690 shares of Class A common stock through earned performance-based restricted stock units. The Compensation Committee certified the performance goals on February 23, 2026, and the related shares are scheduled to be delivered around March 15, 2026.

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

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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^*

Okupe Oluyemi

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		410,690(1)	A	$0	502,307	D
Class A Common Stock								7,853	I	Held by Oluyemi Okupe Separate Property Trust dtd 9-1-2021

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

Explanation of Responses:

1. Represents performance-based restricted stock units (PRSUs) earned pursuant to a previously granted award. Each PRSU represents a contingent right to receive one share of the Company's Class A common stock. The Compensation Committee of the Company's Board of Directors certified that the performance criteria established in connection with this award had been met as of February 23, 2026. In accordance with the award's terms, the shares underlying the PRSUs will be delivered to the Reporting Person on or about March 15, 2026.

Remarks:

	/s/ Kimberly Mather, Attorney-in-Fact for Oluyemi Okupe	02/25/2026
	** 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).
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FAQ

What did HIMS CFO Oluyemi Okupe report in this Form 4 filing?

HIMS CFO Oluyemi Okupe reported acquiring 410,690 shares of Class A common stock via earned performance-based restricted stock units. The award reflects previously granted equity that vested after meeting performance criteria certified on February 23, 2026, with shares to be delivered around March 15, 2026.

How many HIMS shares did the CFO hold directly after the reported grant?

After the reported grant, CFO Oluyemi Okupe held 502,307 Class A common shares directly. This total includes the 410,690 shares tied to performance-based restricted stock units that were earned once performance criteria were certified by the Compensation Committee on February 23, 2026.

What are the terms of the performance-based RSUs reported by HIMS CFO?

The reported award consists of performance-based restricted stock units, each representing one share of Class A common stock. The Compensation Committee certified that performance criteria were met on February 23, 2026, and the underlying shares are scheduled for delivery to the CFO on or about March 15, 2026.

Does the HIMS CFO hold any shares indirectly through a trust?

Yes. In addition to direct holdings, 7,853 Class A common shares are held indirectly through the “Oluyemi Okupe Separate Property Trust dtd 9-1-2021.” This reflects indirect ownership reported in the Form 4, separate from the CFO’s directly held shares.

Was there a purchase price for the HIMS shares acquired by the CFO?

The Form 4 shows a per-share price of $0.0000 for the 410,690 shares. This indicates the shares were acquired as part of a previously granted performance-based restricted stock unit award rather than through an open-market cash purchase transaction.