HIMS Form 4: Schultz Kare Receives 3,656 RSUs Tied to 2026 Vesting

Rhea-AI Filing Summary

Hims & Hers Health, Inc. disclosed that director Schultz Kare was granted 3,656 restricted stock units (RSUs), each representing a contingent right to receive one share of Class A common stock. The RSUs vest subject to continuous service on the earlier of the company’s 2026 annual meeting or June 15, 2026, and will convert into 3,656 Class A shares upon vesting. The report shows the award is held in direct form and reflects equity-based, time‑based compensation for a board member rather than a cash transaction or sale. Without information on total outstanding shares, the absolute size of this grant limits assessment of materiality, but the filing documents a routine director equity award and alignment of the director’s interests with long‑term shareholder value.

Positive

• Director alignment: Grant of 3,656 RSUs creates direct equity exposure for director Schultz Kare, aligning interests with shareholders.
• Time‑based vesting: Vesting contingent on continuous service and defined vesting triggers supports retention and long‑term focus.

Negative

• Dilution: The RSUs will convert into 3,656 Class A shares upon vesting, increasing outstanding shares by that amount (magnitude unspecified relative to total shares).

Insights

Corporate Governance Expert

TL;DR: Board director received a routine RSU award of 3,656 shares, aligning incentives; impact appears limited absent context on share count.

The Form 4 documents a standard, time‑based RSU grant to a director. Key facts: 3,656 RSUs, vesting upon continued service on the earlier of the 2026 annual meeting or June 15, 2026, and held in direct form. This is a common governance practice to align board members with shareholder outcomes. The filing does not show any sale, purchase for cash, or removal of shares. Assessment of materiality requires outstanding share data, which is not provided here.

Compensation Analyst

TL;DR: Time‑based RSU grant with $0 exercise price converts to 3,656 Class A shares at vesting; typical director pay structure, likely non‑material.

The award is described as Restricted Stock Units that convert one‑for‑one into Class A common stock. The derivative table shows a price of $0 for the RSUs and 3,656 underlying shares. Vesting is contingent on continuous service with a specified earlier vesting trigger. This structure encourages retention and long‑term alignment. The filing contains no indication of accelerated vesting conditions beyond the stated triggers, and no cash proceeds were reported.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schultz Kare

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	3,656	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 3,656 shares (Direct)

Footnotes (1)

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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)
08/06/2025

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

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)	08/06/2025		A		3,656		(1)	(1)	Class A Common Stock	3,656	$0	3,656	D

Explanation of Responses:

1. The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. Subject to continuous service, the RSUs will vest on the earlier of (a) the date of the 2026 annual meeting of stockholders or (b) June 15, 2026.

Remarks:

	/s/ Alexandra Cotter Wilkins, Attorney-in-Fact	08/08/2025
	** 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.

FAQ

What insider transaction was reported for HIMS?

The Form 4 reports a grant of 3,656 restricted stock units (RSUs) to director Schultz Kare, reported as a direct holding.

When do the RSUs vest for Schultz Kare (HIMS)?

The RSUs vest on the earlier of the company’s 2026 annual meeting or June 15, 2026, subject to continuous service.

How many shares will the RSUs convert into for HIMS?

Each RSU represents one share, so the award will convert into 3,656 Class A common shares upon vesting.

Was there a purchase price or cash payment for the RSUs (HIMS)?

The derivative table indicates a price of $0, reflecting a grant of RSUs rather than a cash purchase.

Is the RSU holding direct or indirect for Schultz Kare (HIMS)?

The Form 4 shows the ownership form as Direct (D) for the 3,656 RSUs.