Hims & Hers insider uses 10b5-1 plan to sell 11,595 shares

Rhea-AI Filing Summary

Insider transactions on 10/03/2025: the Chief Financial Officer, Oluyemi Okupe, adopted a Rule 10b5-1 plan and executed option exercises and open-market sales. The reporting shows 11,595 shares sold at an average weighted price of $57.7173 (range $57.41–$58.09), and two option exercises: 7,787 options at an exercise price of $5.01 and 3,808 options at $11.53. Post-transaction holdings include reported direct ownership entries for Class A common stock and optioned shares underlying 182,165 and 59,976 share tallies respectively as disclosed. The Form states vesting schedules for the options and notes sales were made under the 10b5-1 plan.

Positive

• Use of a Rule 10b5-1 trading plan provides preclearance and reduces insider-trade timing risk
• Options exercised at low strike prices ($5.01 and $11.53), converting potential compensation into shares
• Disclosed vesting schedules clarify when remaining option-based dilution may occur

Negative

• Open-market sale of 11,595 shares may modestly increase available float at recent prices
• Average weighted sale price reported indicates significant disposal at ~$57.72, reducing the reporting person’s direct stake

Insights

Corporate Governance & Insider Transactions Analyst

TL;DR: CFO used a prearranged Rule 10b5-1 plan to exercise options and sell shares, realizing liquidity while maintaining vested holdings.

The filings show the CFO exercised 7,787 options at $5.01 and 3,808 options at $11.53, then sold 11,595 shares at an average of $57.7173. Using a Rule 10b5-1 plan provides an affirmative defense under trading-window rules and indicates these trades were preplanned.

Key dependencies include the disclosed vesting schedules—one grant vests over four years with monthly installments beginning 04/01/2023 and the other according to a January 24, 2022 vesting commencement—so future option dilution and remaining insider liquidity depend on continued vesting and any further planned sales under the 10b5-1 arrangement.

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)
10/03/2025

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	10/03/2025		M(1)		7,787	A	$5.01	78,019	D
Class A Common Stock	10/03/2025		M(1)		3,808	A	$11.53	81,827	D
Class A Common Stock	10/03/2025		S(1)		11,595	D	$57.7173(2)	70,232	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
Stock Option (right to buy)	$5.01	10/03/2025		M(1)			7,787	(3)	02/23/2032	Class A Common Stock	7,787	$0	182,165	D
Stock Option (right to buy)	$11.53	10/03/2025		M(1)			3,808	(4)	03/01/2033	Class A Common Stock	3,808	$0	59,976	D

Explanation of Responses:

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 21, 2025 by the Reporting Person.

2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $57.41 - $58.09. 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.

3. 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.

4. The options are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with 1/48th of the options vesting monthly, beginning on April 1, 2023.

Remarks:

	/s/ Kimberly Mather, Attorney-in-Fact for Oluyemi Okupe	10/07/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did HIMS CFO Oluyemi Okupe do on 10/03/2025?

The CFO exercised 7,787 options at $5.01 and 3,808 options at $11.53, and sold 11,595 shares at an average price of $57.7173 under a Rule 10b5-1 plan.

Were the sales preplanned under a trading plan for HIMS (ticker HIMS)?

Yes. The Form states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 05/21/2025.

What price range were the shares sold at in the reported transaction?

Shares were sold in the range of $57.41 to $58.09, with an average weighted price of $57.7173.

How do the option vesting schedules read?

One option grant vests 25% after 12 months from the 01/24/2022 vesting commencement date, then monthly over 36 months; the other vests monthly (1/48th) beginning on 04/01/2023.

How many optioned or underlying shares are reported post-transaction?

The filing lists underlying share tallies including entries of 182,165 and 59,976 in the tables for option-related ownership disclosures.