STOCK TITAN

HIMS Insider Report: 41,420 RSUs Vest; 22,829 Shares Withheld at $53.96

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Hims & Hers Health, Inc. (HIMS) insider filing shows Chief Legal Officer Soleil Boughton reported RSU vesting and related withholding on 09/15/2025. The filing records 41,420 RSUs vested (reported as acquired) and 22,829 shares withheld by the issuer at $53.96 to satisfy tax obligations, leaving 169,041 shares beneficially owned after the transactions. Multiple classes of service-based RSUs vested or were reported as vested with specific quarterly vesting schedules; the filing explains these RSUs convert one-for-one into Class A common shares. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

  • 41,420 RSUs vested, increasing the reporting person's share-based compensation realization and aligning incentives with shareholders
  • Clear disclosure of withholding: 22,829 shares withheld at $53.96 to cover taxes, which clarifies the net change in beneficial ownership

Negative

  • Reduction in free float from withholding: 22,829 shares were surrendered to the issuer for tax withholding rather than sold in the open market
  • No open-market purchase reported; the transactions are compensation settlements rather than a demonstrated personal cash investment

Insights

TL;DR: Insider compensation vesting increased shareholdings while a portion was withheld for taxes; a routine, non-market-moving disclosure.

The Form 4 documents service-based RSU vesting for Soleil Boughton on 09/15/2025 totaling 41,420 RSUs that convert one-for-one into Class A shares. Concurrently, 22,829 shares were withheld at an indicated price of $53.96 to cover tax withholding, reducing the post-transaction holding to 169,041 shares. These entries reflect compensation settlement mechanics rather than open-market purchases or strategic transfers, so the immediate market or governance implications are limited to disclosure of insider ownership levels.

TL;DR: The filing transparently reports executive RSU vesting and tax withholding; no executive acquisitions or departures are reported.

The disclosure identifies the reporting person as an officer (Chief Legal Officer) and details multiple tranches of RSUs subject to multi-year service-based vesting schedules, with specified quarterly vesting dates. The withheld shares (22,829) were used to satisfy tax obligations upon settlement. The form is executed by an attorney-in-fact and contains required explanatory statements about vesting schedules. This is a routine change in beneficial ownership stemming from compensation arrangements.

Insider Boughton Soleil
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 10,915 $0.00 --
Exercise Restricted Stock Unit 12,223 $0.00 --
Exercise Restricted Stock Unit 12,099 $0.00 --
Exercise Restricted Stock Unit 6,183 $0.00 --
Exercise Class A Common Stock 41,420 $0.00 --
Tax Withholding Class A Common Stock 22,829 $53.96 $1.23M
Holdings After Transaction: Restricted Stock Unit — 21,832 shares (Direct); Class A Common Stock — 191,870 shares (Direct)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU. 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. 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, 2022. 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, 2023. 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. 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.
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
Estimated average burden
hours per response: 0.5
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*
Boughton Soleil

(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 Legal 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 41,420 A (1) 191,870 D
Class A Common Stock 09/15/2025 F 22,829(2) D $53.96 169,041 D
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 10,915 (3) (3) Class A Common Stock 10,915 $0 21,832 D
Restricted Stock Unit (1) 09/15/2025 M 12,223 (4) (4) Class A Common Stock 12,223 $0 73,338 D
Restricted Stock Unit (1) 09/15/2025 M 12,099 (5) (5) Class A Common Stock 12,099 $0 120,990 D
Restricted Stock Unit (1) 09/15/2025 M 6,183 (6) (6) Class A Common Stock 6,183 $0 86,560 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 in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after June 15, 2022.
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 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, 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 Soleil Boughton 09/17/2025
** 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 transactions did Soleil Boughton report on Form 4 for HIMS?

The filing reports RSU vesting on 09/15/2025 totaling 41,420 RSUs acquired and 22,829 Class A shares withheld to satisfy tax withholding at a price of $53.96.

How many HIMS shares does the reporting person own after the reported transactions?

169,041 shares of Class A common stock are reported as beneficially owned following the transactions.

Why were shares withheld and at what price?

22,829 shares were withheld by the issuer to cover tax withholding obligations, with the filing indicating a price of $53.96 for the withheld shares.

What type of equity award vested for the reporting person?

Restricted Stock Units (RSUs) that convert one-for-one into Class A common stock upon vesting; the filing details multiple RSU tranches with service-based, multi-year quarterly vesting schedules.

Who signed the Form 4 filing?

Signed by Kimberly Mather, Attorney-in-Fact for Soleil Boughton, dated 09/17/2025.