Hims & Hers (NYSE: HIMS) CEO earns 794,002 PRSUs in stock award

Rhea-AI Filing Summary

Hims & Hers Health, Inc. reported that Chief Executive Officer Andrew Dudum acquired 794,002 shares of Class A common stock through the earning of performance-based restricted stock units (PRSUs). The award carried a grant price of $0.00 per share, reflecting a stock-based compensation grant rather than an open-market purchase.

These PRSUs were earned after the Compensation Committee certified that the performance criteria for the award were met as of February 23, 2026. Each PRSU converts into one share of Class A common stock, and the shares are scheduled to be delivered to Dudum on or about March 15, 2026. Following this acquisition, he directly holds 1,672,734 Class A shares, alongside additional indirect holdings through various family and estate planning trusts.

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^*

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)
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		794,002(1)	A	$0	1,672,734	D
Class A Common Stock								384,731	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								791,117	I	Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Class A Common Stock								186,723	I	Held by Trustee of AD 2025 GRAT dated 5-27-2025
Class A Common Stock								47,524	I	Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock								2,214,769	I	Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021
Class A Common Stock								1,080,972	I	Held by Trustee of Dudum Legacy 2021 Trust
Class A Common Stock								3,004,071	I	Held by Trustee of Dudum Family 2021 Trust

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 Andrew Dudum	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).
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FAQ

What insider transaction did HIMS CEO Andrew Dudum report on this Form 4?

Andrew Dudum reported acquiring 794,002 shares of Hims & Hers Class A common stock through an earned performance-based restricted stock unit (PRSU) award. The shares were granted at $0.00 per share as stock-based compensation rather than an open-market purchase.

How were the 794,002 HIMS shares for Andrew Dudum earned?

The 794,002 PRSUs were earned after the Compensation Committee certified that the award’s performance criteria were met on February 23, 2026. Each PRSU represents a contingent right to receive one share of Hims & Hers Class A common stock upon delivery.

When will the newly earned HIMS PRSUs be delivered to Andrew Dudum?

The shares underlying the 794,002 earned PRSUs are scheduled to be delivered to Andrew Dudum on or about March 15, 2026. This timing follows the Compensation Committee’s February 23, 2026 certification that the performance criteria for the award were satisfied.

What is Andrew Dudum’s direct HIMS Class A share ownership after this Form 4?

After this PRSU-related acquisition, Andrew Dudum directly holds 1,672,734 shares of Hims & Hers Class A common stock. This figure reflects his direct ownership only and is separate from additional indirect holdings through several trusts listed in the filing.

Were the HIMS shares acquired by Andrew Dudum bought on the open market?

No, the 794,002 shares were not bought on the open market. They were issued at $0.00 per share as stock delivered under a previously granted performance-based restricted stock unit award, following certification that performance targets had been achieved.

Does the HIMS Form 4 show any sales of stock by Andrew Dudum or related trusts?

The Form 4 reports one acquisition of shares via an earned PRSU award and several indirect holdings through family and estate planning trusts. It does not list any transactions classified as sales or dispositions in the summarized data.