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Hims & Hers Health (NYSE: HIMS) CLO discloses RSU vesting and tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Hims & Hers Health, Inc. reported an insider equity transaction by Chief Legal Officer Soleil Boughton. On December 15, 2025, restricted stock units (RSUs) converted into 41,421 shares of Class A common stock. To cover tax withholding obligations from this vesting, the company withheld 22,817 Class A shares at $36.25 per share, after which Boughton directly owned 171,829 Class A shares.

The reported RSUs each represent a contingent right to receive one share of Class A common stock. Several RSU grants are subject to service-based vesting over four years, in substantially equal quarterly installments on Company Quarterly Vesting Dates, with first vesting dates beginning on June 15, 2022, June 15, 2023, June 15, 2024, and June 15, 2025.

Positive

  • None.

Negative

  • None.
Insider Boughton Soleil
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 10,916 $0.00 --
Exercise Restricted Stock Unit 12,223 $0.00 --
Exercise Restricted Stock Unit 12,099 $0.00 --
Exercise Restricted Stock Unit 6,183 $0.00 --
Exercise Class A Common Stock 41,421 $0.00 --
Tax Withholding Class A Common Stock 22,817 $36.25 $827K
Holdings After Transaction: Restricted Stock Unit — 10,916 shares (Direct); Class A Common Stock — 194,646 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 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. 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 each Company Quarterly Vesting Date occurring on or after June 15, 2022. 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 specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2023. 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 specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2024. 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 specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2025.
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*
Boughton Soleil
(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 Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
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 12/15/2025 M 41,421 A (1) 194,646 D
Class A Common Stock 12/15/2025 F 22,817(2) D $36.25 171,829 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) 12/15/2025 M 10,916 (3) (3) Class A Common Stock 10,916 $0 10,916 D
Restricted Stock Unit (1) 12/15/2025 M 12,223 (4) (4) Class A Common Stock 12,223 $0 61,115 D
Restricted Stock Unit (1) 12/15/2025 M 12,099 (5) (5) Class A Common Stock 12,099 $0 108,891 D
Restricted Stock Unit (1) 12/15/2025 M 6,183 (6) (6) Class A Common Stock 6,183 $0 80,377 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 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 each Company Quarterly Vesting Date occurring on or after June 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 specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), 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 specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), 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 specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2025.
Remarks:
/s/ Kimberly Mather, Attorney-in-Fact for Soleil Boughton 12/16/2025
** 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 insider transaction did Hims & Hers Health (HIMS) report in this filing?

The filing shows that Chief Legal Officer Soleil Boughton had restricted stock units vest on December 15, 2025, converting into 41,421 shares of Hims & Hers Class A common stock, with related tax withholding handled in shares.

How many Hims & Hers (HIMS) shares did Soleil Boughton ultimately hold after the reported transaction?

After the RSU vesting and related tax share withholding, Soleil Boughton beneficially owned 171,829 shares of Hims & Hers Class A common stock directly.

Why were 22,817 Hims & Hers (HIMS) shares withheld, and at what price?

22,817 shares of Class A common stock were withheld by Hims & Hers to satisfy tax withholding obligations associated with the RSU vesting. The shares were withheld at a price of $36.25 per share.

What are the vesting terms of Soleil Boughton’s RSUs at Hims & Hers (HIMS)?

The RSUs are subject to service-based vesting over four-year periods, vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date. Different grants begin vesting on first vesting dates of June 15, 2022, June 15, 2023, June 15, 2024, and June 15, 2025.

What type of derivative securities are involved in this Hims & Hers (HIMS) insider filing?

The derivative securities are restricted stock units (RSUs), each representing a contingent right to receive one share of Hims & Hers Class A common stock. Several RSU awards were reported as converting into Class A shares at an exercise price of $0.

What is Soleil Boughton’s relationship to Hims & Hers Health (HIMS) as disclosed here?

Soleil Boughton is identified as an officer of Hims & Hers Health, Inc., serving as Chief Legal Officer, and the Form 4 is filed as a single reporting person.