HIMS Form 4: CFO Option Exercise and Share Sale Under 10b5-1 Plan
Rhea-AI Filing Summary
Oluyemi Okupe, Chief Financial Officer of Hims & Hers Health, Inc. (HIMS), reported option exercises and share sales on 08/26/2025 effected under a Rule 10b5-1 trading plan adopted May 31, 2024. The reporting person exercised 11,581 stock options with an exercise price of $5.01 per share and sold 11,581 Class A shares at an average weighted price of $43.6895 (sale prices ranged $43.55–$43.86). After these transactions, the reporting person beneficially owned 128,387 Class A shares directly and 7,853 shares indirectly via the Oluyemi Okupe Separate Property Trust dated 9-1-2021.
The exercised options increase the total number of shares underlying outstanding options to 349,784, with 11,581 options newly exercised and subject to standard vesting terms that began January 24, 2022.
Positive
- Transactions executed pursuant to a Rule 10b5-1 trading plan adopted May 31, 2024, providing an affirmative defense under Rule 10b5-1.
- Clear disclosure of option exercise and sale details: 11,581 options exercised at $5.01 and 11,581 shares sold at an average weighted price of $43.6895.
- Filing includes post-transaction beneficial ownership: 128,387 shares direct and 7,853 shares indirect via a named trust.
Negative
- Reduction in direct holdings due to the sale of 11,581 Class A shares.
- Weighted average sale price reported indicates shares were sold in a range ($43.55–$43.86), which may complicate precise per-price analysis without breakdown (though the filer offers to provide details on request).
Insights
TL;DR Routine, pre-planned exercise and sale under a 10b5-1 plan by the CFO; reduces insider holdings but follows an established trading plan.
The Form 4 shows a contemporaneous exercise of 11,581 options at $5.01 and an immediate sale of the same number of Class A shares at an average weighted price of $43.6895, executed pursuant to a 10b5-1 plan adopted May 31, 2024. The filing is consistent with a pre-arranged plan that provides an affirmative defense under Rule 10b5-1 and documents the post-transaction beneficial ownership: 128,387 shares direct and 7,853 indirect. No additional compensation changes, loans, or unusual derivative activity are disclosed beyond the option exercise and sale.
TL;DR Disclosure aligns with governance best practices: transactions were executed under a documented 10b5-1 plan and signed by an attorney-in-fact.
The report explicitly states the 10b5-1 plan adoption date and provides the weighted average sale price range. The Form 4 is signed by Kimberly Mather as Attorney-in-Fact, indicating appropriate execution and recordkeeping. Vesting schedule details for the options are provided, showing standard time-based vesting tied to a January 24, 2022 commencement. The filing contains the expected detail for transparency to shareholders and regulators.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (right to buy) | 11,581 | $0.00 | -- |
| Exercise | Class A Common Stock | 11,581 | $5.01 | $58K |
| Sale | Class A Common Stock | 11,581 | $43.6895 | $506K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- The stock option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 31, 2024 by the Reporting Person. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $43.55 - $43.86. 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. 25% of the options will vest on the twelve (12) month anniversary of the Vesting Commencement Date of January 24, 2022. The balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the twelve (12) month anniversary of the Vesting Commencement Date, subject to optionholder's continuous Service (as defined in the Plan) as of each such vesting date.
