HIMS Insider Activity: RSU Vesting, Option Exercises and Share Sales by CEO
Rhea-AI Filing Summary
Andrew Dudum, Director and CEO of Hims & Hers Health, Inc. (HIMS), reported multiple equity transactions on Form 4 dated 09/15-09/16/2025. The filing shows vesting and settlement of Restricted Stock Units (RSUs) and exercises of stock options at an exercise price of $2.43, with contemporaneous sales of shares at weighted average prices in the low-$50s. Several share-withholdings covered tax obligations. The reporting person used a Rule 10b5-1 trading plan adopted August 28, 2024 to effect option exercises and subsequent share sales. The Form 4 also lists substantial indirect holdings held in various trusts.
Positive
- Transactions executed under a Rule 10b5-1 plan, which provides objective timing documentation for sales
- RSUs and stock option exercises were reported and settled, with tax withholding disclosed for transparency
- Detailed disclosure of indirect holdings in multiple trusts is provided, improving transparency of insider ownership
Negative
- Substantial share sales by a director and 10% owner occurred, reducing direct beneficial ownership
- Large dispositions could be perceived negatively by some investors due to magnitude of shares sold
Insights
TL;DR: Insider realized shares via vested RSUs and option exercises, with sales executed under a 10b5-1 plan at ~ $52.45–$54.30 per share.
The transactions represent routine executive equity monetization following RSU vesting and option exercise at a low $2.43 strike price. Sales at weighted average prices in the low-$50 range generated liquidity while a portion of shares were withheld for tax. The use of a pre-established Rule 10b5-1 plan reduces timing ambiguity about intent but represents a material share disposition by a major insider and 10% owner.
TL;DR: Governance procedures followed: reported vesting, tax withholding, option exercises, and use of a documented 10b5-1 plan.
The filing discloses appropriate administrative actions: RSU settlements, tax withholding, and option exercises converted and reported with explanatory remarks. The 10b5-1 plan adoption date is included, and multiple indirect holdings in family and grantor trusts are properly identified. Disclosure appears complete and consistent with Section 16 reporting requirements.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
28 txns
Insider
Dudum Andrew
Role
Chief Executive Officer
Sold
175,661 shs ($9.38M)
Approx. gross sale proceeds
$9.38M
Approx. exercise cost
$305K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (right to buy) | 17,001 | $0.00 | $0.00 |
| Exercise | Stock Option (right to buy) | 108,334 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 2,792 | $54.2115 | $151K |
| Sale | Class A Common Stock | 28,652 | $52.8953 | $1.52M |
| Sale | Class A Common Stock | 18,882 | $53.8486 | $1.02M |
| Exercise | Class A Common Stock | 17,001 | $2.43 | $41K |
| Sale | Class A Common Stock | 17,001 | $53.792 | $915K |
| Exercise | Class A Common Stock | 108,334 | $2.43 | $263K |
| Sale | Class A Common Stock | 16,667 | $53.791 | $897K |
| Sale | Class A Common Stock | 23,938 | $53.0754 | $1.27M |
| Sale | Class A Common Stock | 17,729 | $53.8106 | $954K |
| Sale | Class A Common Stock | 32,190 | $53.0283 | $1.71M |
| Sale | Class A Common Stock | 17,810 | $53.8114 | $958K |
| Exercise | Restricted Stock Unit | 35,242 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 35,447 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 74,529 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 19,150 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 164,368 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 90,672 | $53.96 | $4.89M |
| holding | Class A Common Stock | -- | -- | -- |
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| holding | Class A Common Stock | -- | -- | -- |
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Holdings After Transaction:
Restricted Stock Unit — 1,296,568 shares (Direct);
Stock Option (right to buy) — 573,735 shares (Direct);
Class A Common Stock — 95,058 shares (Indirect, Held by Trustee of Dudum Family Community Property Trust);
Class A Common Stock — 160,425 shares (Direct);
Class A Common Stock — 1,194,545 shares (Indirect, Held by Trustee of AD 2022 GRAT 3 dated 11-28-2022);
Class A Common Stock — 1,286,627 shares (Indirect, Held by Trustee of AD 2021 GRAT dated 11-1-2021);
Class A Common Stock — 1,016,871 shares (Indirect, Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015);
Class A Common Stock — 508,030 shares (Indirect, Held by Trustee of AD 2022 GRAT);
Class A Common Stock — 186,723 shares (Indirect, Held by Trustee of AD 2025 GRAT dated 5-27-2025);
Class A Common Stock — 321,657 shares (Indirect, Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021);
Class A Common Stock — 1,584,506 shares (Indirect, Held by Trustee of AD 2023 GRAT dated 9-5-2023);
Class A Common Stock — 829,185 shares (Indirect, Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022);
Class A Common Stock — 2,214,769 shares (Indirect, Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021)
Footnotes (17)
- F1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.
- 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.
- F3. The stock option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2024 by the Reporting Person.
- F4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $54.01 - $54.29. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $52.45 - $53.42. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.435 - 54.30. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.38 - $54.30. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.37 - $54.29. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $52.62 - $53.60. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.62 - $54.29. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F11. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $53.62 - $54.30. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
- F12. 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.
- F13. 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.
- F14. 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.
- F15. 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.
- F16. Prior to the Company's business combination transaction in 2021, the option represented the right to purchase 7,166,182 shares of Hims, Inc. with an exercise price of $1.10. Following the Company's business combination transaction in 2021, the option converted into the right to purchase 3,246,139 shares of the Company with an exercise price of $2.43. 100% of the shares subject to the option vested upon certain specified thresholds met in 2021.
- F17. The Stock Option was received in exchange for an option to purchase 3,583,091 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous Service beginning March 13, 2020.
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FAQ
What transactions did Andrew Dudum report on Form 4 for HIMS?
He reported RSU vesting and settlement, exercises of stock options at a $2.43 exercise price, and multiple sales of Class A common stock on 09/15-09/16/2025.
Were the sales executed under a trading plan for HIMS insider Andrew Dudum?
Yes. The filing states the stock option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted August 28, 2024.
How much indirect ownership does Andrew Dudum hold via trusts as reported?
The Form 4 lists multiple indirect holdings, including amounts such as 1,194,545 shares held by AD 2022 GRAT 3 and 2,214,769 shares held by the Dudum Family Heritage Trust UAD 8-10-2021, among others.