Hims & Hers Health (HIMS) insider details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Hims & Hers Health reported insider equity activity by its Chief Financial Officer, Oluyemi Okupe. On December 15, 2025, restricted stock units (RSUs) vested and were settled into 105,201 shares of Class A common stock. The issuer withheld 58,010 shares at $36.25 per share to cover tax withholding obligations from this vesting, leaving Okupe with 117,423 shares held directly and 7,853 shares held indirectly through a separate property trust.

The RSUs each represent a contingent right to receive one share of Class A common stock. Several RSU grants are subject to four-year service-based vesting schedules on quarterly dates of March 15, June 15, September 15 and December 15, with different grants beginning to vest on March 15, 2023, June 15, 2023, June 15, 2024 and June 15, 2025.

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^*

Okupe Oluyemi

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		105,201	A	(1)	175,433	D
Class A Common Stock	12/15/2025		F		58,010(2)	D	$36.25	117,423	D
Class A Common Stock								7,853	I	Held by Oluyemi Okupe Separate Property Trust dtd 9-1-2021

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)	12/15/2025		M			52,395	(3)	(3)	Class A Common Stock	52,395	$0	52,396	D
Restricted Stock Unit	(1)	12/15/2025		M			18,335	(4)	(4)	Class A Common Stock	18,335	$0	91,672	D
Restricted Stock Unit	(1)	12/15/2025		M			22,988	(5)	(5)	Class A Common Stock	22,988	$0	206,893	D
Restricted Stock Unit	(1)	12/15/2025		M			11,483	(6)	(6)	Class A Common Stock	11,483	$0	149,272	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 RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting 25% on March 15, 2023, and the remaining 75% 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").

4. 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, 2023.

5. 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.

6. 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.

Remarks:

	/s/ Kimberly Mather, Attorney-in-Fact for Oluyemi Okupe	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Hims & Hers Health (HIMS) disclose in this filing?

The filing shows that Chief Financial Officer Oluyemi Okupe had restricted stock units vest and settle into 105,201 shares of Hims & Hers Health Class A common stock on December 15, 2025.

How many Hims & Hers Health (HIMS) shares does CFO Oluyemi Okupe own after the reported transaction?

After the reported transactions, Oluyemi Okupe beneficially owns 117,423 shares of Class A common stock directly and 7,853 shares indirectly through the Oluyemi Okupe Separate Property Trust dated September 1, 2021.

Why were 58,010 Hims & Hers Health (HIMS) shares withheld in this insider transaction?

The filing states that 58,010 shares of Class A common stock were withheld by the issuer to cover tax withholding obligations in connection with the vesting and settlement of RSUs, at a price of $36.25 per share.

What are RSUs in the Hims & Hers Health (HIMS) CFO’s compensation?

The restricted stock units, or RSUs, represent a contingent right to receive one share of Hims & Hers Health Class A common stock for each RSU once vesting conditions are satisfied.

What is the vesting schedule for the Hims & Hers Health (HIMS) CFO’s RSUs?

The RSUs are subject to four-year service-based vesting, with units vesting on quarterly dates of March 15, June 15, September 15 and December 15. Different grants begin vesting on March 15, 2023, June 15, 2023, June 15, 2024 and June 15, 2025.

Does this Hims & Hers Health (HIMS) filing indicate direct or indirect ownership for the CFO?

The filing shows both direct ownership of 117,423 Class A shares by Oluyemi Okupe and indirect ownership of 7,853 Class A shares held by the Oluyemi Okupe Separate Property Trust dated September 1, 2021.