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

Rhea-AI Filing Summary

Oluyemi Okupe, Chief Financial Officer of Hims & Hers Health, Inc. (HIMS), reported multiple equity transactions dated 09/15/2025. The filing shows settlement/vesting of restricted stock units and the exercise of stock options, followed by share sales. The issuer withheld 58,021 shares to cover tax withholding on vested RSUs. The reporting person exercised 110,000 stock options at an exercise price of $5.01. Subsequent sales included 117,792 shares at a weighted average price of $55.2503 and 27,208 shares at a weighted average price of $55.7936. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted May 21, 2025.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating pre-established, compliant trading procedures
• Tax withholding via share retention (58,021 shares) was used to satisfy tax obligations on RSU settlement
• Exercise of options at $5.01 demonstrates use of existing compensation instruments rather than opportunistic open-market purchases

Negative

• Officer sold a total of 145,000 shares on 09/15/2025 at weighted average prices near $55, representing a material insider disposition that may increase available float
• Large option exercise (110,000) followed immediately by market sales could be perceived as significant insider liquidity

Insights

Financial Analyst

TL;DR: CFO exercised options at $5.01, saw RSU vesting and sold shares under a 10b5-1 plan at ~ $55 per share.

The filing documents a common executive liquidity event: conversion of equity compensation (RSUs and option exercise) into shares and partial disposition through programmatic sales. Exercising 110,000 options at $5.01 materially increases share count available to sell; the reported sales of 145,000 shares at weighted averages near $55 are sizable single-day dispositions by an officer. The use of a pre-established Rule 10b5-1 plan reduces concerns about opportunistic timing, and shares withheld (58,021) for taxes reflects routine settlement mechanics. Impact on float and signaling is measurable but not determinable from this filing alone.

Corporate Governance Expert

TL;DR: Transactions align with governance best practices via a 10b5-1 plan, with clear tax withholding and attorney signature.

The report discloses that sales and option exercises were effected pursuant to a Rule 10b5-1 trading plan adopted May 21, 2025, which supports compliance with insider trading rules. Tax withholding was handled by share retention (58,021 shares). The Form 4 is properly executed by an attorney-in-fact, indicating procedural completeness. No amendments or unexplained deviations are evident in the filing text provided.

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
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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).

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^*

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)
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		105,199	A	(1)	222,005	D
Class A Common Stock	09/15/2025		F		58,021(2)	D	$53.96	163,984	D
Class A Common Stock	09/15/2025		M(3)		110,000	A	$5.01	273,984	D
Class A Common Stock	09/15/2025		S(3)		117,792	D	$55.2503(4)	156,192	D
Class A Common Stock	09/15/2025		S(3)		27,208	D	$55.7936(5)	128,984	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)	09/15/2025		M			52,395	(6)	(6)	Class A Common Stock	52,395	$0	104,791	D
Restricted Stock Unit	(1)	09/15/2025		M			18,334	(7)	(7)	Class A Common Stock	18,334	$0	110,007	D
Restricted Stock Unit	(1)	09/15/2025		M			22,988	(8)	(8)	Class A Common Stock	22,988	$0	229,881	D
Restricted Stock Unit	(1)	09/15/2025		M			11,482	(9)	(9)	Class A Common Stock	11,482	$0	160,755	D
Stock Option (right to buy)	$5.01	09/15/2025		M(3)			110,000	(10)	02/23/2032	Class A Common Stock	110,000	$0	239,784	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 May 21, 2025 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 $54.725 - $55.720. 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 $55.725 - $55.875. 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. 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").

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

	/s/ Kimberly Mather, Attorney-in-Fact for Oluyemi Okupe	09/17/2025
	** Signature of Reporting Person	Date
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FAQ

What did HIMS CFO Oluyemi Okupe report on Form 4 dated 09/15/2025?

The filing reports RSU settlements, exercise of 110,000 stock options at $5.01, withholding of 58,021 shares for taxes, and sales of 117,792 and 27,208 shares at weighted averages of $55.2503 and $55.7936, respectively.

Were the sales by the reporting person part of a planned trading program (10b5-1)?

Yes. The Form 4 states the stock option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted on May 21, 2025.

How many shares were withheld to cover taxes on vested RSUs?

The issuer withheld 58,021 shares to cover tax withholding obligations in connection with RSU vesting and settlement.

What was the exercise price for the stock options exercised by Oluyemi Okupe?

The stock options were exercised at an exercise price of $5.01.

Who signed the Form 4 filing on behalf of Oluyemi Okupe?

The Form 4 was signed by Kimberly Mather, Attorney-in-Fact for Oluyemi Okupe on 09/17/2025.