[Form 4] Hims & Hers Health, Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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).

X

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^*

Dudum Andrew

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		164,368	A	(1)	253,889	D
Class A Common Stock	09/15/2025		F		90,672(2)	D	$53.96	163,217	D
Class A Common Stock	09/16/2025		S(3)		2,792	D	$54.2115(4)	160,425	D
Class A Common Stock	09/16/2025		S(3)		28,652	D	$52.8953(5)	113,940	I	Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock	09/16/2025		S(3)		18,882	D	$53.8486(6)	95,058	I	Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock	09/16/2025		M(3)		17,001	A	$2.43	177,426	D
Class A Common Stock	09/16/2025		S(3)		17,001	D	$53.792(7)	160,425	D
Class A Common Stock	09/16/2025		M(3)		108,334	A	$2.43	268,759	D
Class A Common Stock	09/16/2025		S(3)		16,667	D	$53.791(8)	252,092	D
Class A Common Stock	09/16/2025		S(3)		23,938	D	$53.0754(9)	228,154	D
Class A Common Stock	09/16/2025		S(3)		17,729	D	$53.8106(10)	210,425	D
Class A Common Stock	09/16/2025		S(3)		32,190	D	$53.0283(9)	178,235	D
Class A Common Stock	09/16/2025		S(3)		17,810	D	$53.8114(11)	160,425	D
Class A Common Stock								1,194,545	I	Held by Trustee of AD 2022 GRAT 3 dated 11-28-2022
Class A Common Stock								1,286,627	I	Held by Trustee of AD 2021 GRAT dated 11-1-2021
Class A Common Stock								1,016,871	I	Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015
Class A Common Stock								508,030	I	Held by Trustee of AD 2022 GRAT
Class A Common Stock								186,723	I	Held by Trustee of AD 2025 GRAT dated 5-27-2025
Class A Common Stock								321,657	I	Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021
Class A Common Stock								1,584,506	I	Held by Trustee of AD 2023 GRAT dated 9-5-2023
Class A Common Stock								829,185	I	Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Class A Common Stock								2,214,769	I	Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021

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
Restricted Stock Unit	(1)	09/15/2025		M			35,242	(12)	(12)	Class A Common Stock	35,242	$0	70,484	D
Restricted Stock Unit	(1)	09/15/2025		M			35,447	(13)	(13)	Class A Common Stock	35,447	$0	212,679	D
Restricted Stock Unit	(1)	09/15/2025		M			74,529	(14)	(14)	Class A Common Stock	74,529	$0	745,299	D
Restricted Stock Unit	(1)	09/15/2025		M			19,150	(15)	(15)	Class A Common Stock	19,150	$0	268,106	D
Stock Option (right to buy)	$2.43	09/16/2025		M(3)			17,001	(16)	06/16/2030	Class A Common Stock	17,001	$0	34,006	D
Stock Option (right to buy)	$2.43	09/16/2025		M(3)			108,334	(17)	06/16/2030	Class A Common Stock	108,334	$0	539,729	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 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

Remarks:

	/s/ Kimberly Mather, Attorney-in-Fact for Andrew Dudum	09/17/2025
	** 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).
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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.

At what prices were shares sold according to the Form 4?

Sales were executed at weighted average prices in the ranges reported: approximately $52.45–$54.30 per share, with specific sale groups showing averages such as $53.96 and $54.2115.

Did the filing disclose tax withholding related to RSU settlements?

Yes. The filing notes shares were withheld by the issuer to cover tax withholding obligations in connection with RSU vesting and settlement.

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.