Hims & Hers (NYSE: HIMS) CEO stock awards vest, 78.9K shares withheld for taxes
Rhea-AI Filing Summary
Hims & Hers Health, Inc. (HIMS) reported insider equity activity by CEO and 10% owner Andrew Dudum on 2026-08-14. Several tranches of Restricted Stock Units (RSUs) were vested and converted into 154,993 shares of Class A Common Stock, reflecting equity compensation. Of these, 78,859 shares were withheld by the issuer at $28.15 per share to satisfy tax withholding obligations, rather than sold in the market. The RSU grants vest over four-year service-based schedules in substantially equal quarterly installments beginning on various dates from June 15, 2023 through June 15, 2026. Following these transactions, Dudum continues to hold substantial indirect Class A Common Stock positions through multiple family and GRAT trusts, with individual post-transaction balances reported for each trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 76,134 shares
Net Buy
14 txns
Insider
Dudum Andrew
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit F1, F4 | 35,447 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit F1, F5 | 74,530 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit F1, F6 | 19,151 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit F1, F7 | 25,865 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1 | 154,993 | -- | -- |
| Tax Withholding | Class A Common Stock F2 | 78,859 | $28.15 | $2.22M |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Unit — 1,071,690 shares (Direct);
Class A Common Stock — 1,033,177 shares (Direct);
Class A Common Stock — 508,030 shares (Indirect, Held by Trustee of AD 2022 GRAT);
Class A Common Stock — 791,117 shares (Indirect, Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022);
Class A Common Stock — 470,457 shares (Indirect, Held by Trustee of Dudum Family Community Property Trust);
Class A Common Stock — 1,080,972 shares (Indirect, Held by Trustee of Dudum Legacy 2021 Trust);
Class A Common Stock — 2,214,769 shares (Indirect, Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021);
Class A Common Stock — 3,004,071 shares (Indirect, Held by Trustee of Dudum Family 2021 Trust);
Class A Common Stock — 528,461 shares (Indirect, Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015);
Class A Common Stock — 42,993 shares (Indirect, Held by Trustee of AD 2025 GRAT dated 5-27-2025)
Footnotes (7)
- F1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.
- F2. 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.
- F3. This amount reflects an annuity payment-in-kind of 143,730 shares of Class A Common Stock to the Andrew Dudum 2015 Trust dated July 2, 2015 from the AD 2025 GRAT dated 5-27-2025.
- F4. 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 Company's quarterly vesting dates, with the first such vesting date on June 15, 2023.
- F5. 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 Company's quarterly vesting dates, with the first such vesting date on June 15, 2024.
- F6. 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 Company's quarterly vesting dates, with the first such vesting date on June 15, 2025.
- F7. 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 Company's quarterly vesting dates, with the first such vesting date on June 15, 2026.
Key Figures
RSUs Converted to Common Stock: 154,993 shares
Shares Withheld for Taxes: 78,859 shares
Tax Withholding Price: $28.15 per share
+5 more
8 metrics
RSUs Converted to Common Stock
154,993 shares
Class A Common Stock acquired upon RSU vesting and settlement on 2026-08-14
Shares Withheld for Taxes
78,859 shares
Class A shares withheld by issuer to cover tax withholding obligations at vesting
Tax Withholding Price
$28.15 per share
Price applied to shares withheld under code F transaction on 2026-08-14
AD 2022 GRAT Holding
508,030 shares
Indirect Class A Common Stock held by Trustee of AD 2022 GRAT after transactions
AD 2022 GRAT 2 Holding
791,117 shares
Indirect Class A Common Stock held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Dudum Family Community Property Trust Holding
470,457 shares
Indirect Class A Common Stock held by Trustee of Dudum Family Community Property Trust
Dudum Legacy 2021 Trust Holding
1,080,972 shares
Indirect Class A Common Stock held by Trustee of Dudum Legacy 2021 Trust
Dudum Family Heritage Trust Holding
2,214,769 shares
Indirect Class A Common Stock held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021
Key Terms
Restricted Stock Units, payment-in-kind, Grantor Retained Annuity Trust, service-based vesting requirement
4 terms
Restricted Stock Units financial
"The Restricted Stock Units ("RSUs") represent a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
payment-in-kind financial
"reflects an annuity payment-in-kind of 143,730 shares of Class A Common Stock"
Payment-in-kind is when a borrower or issuer settles interest, dividends, or other obligations by giving more of the same asset—extra shares, additional bond principal, or goods—instead of paying cash. It matters to investors because it changes who owns what and when cash is actually received: it can preserve a company’s short-term cash but may dilute equity or increase future claims, altering risk and potential returns much like taking goods instead of a paycheck.
Grantor Retained Annuity Trust financial
"Held by Trustee of AD 2022 GRAT and AD 2025 GRAT dated 5-27-2025"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
service-based vesting requirement financial
"The RSUs are subject to a service-based vesting requirement, which shall be satisfied"
FAQ
What equity transactions did HIMS CEO Andrew Dudum report on this Form 4?
Andrew Dudum reported RSU vesting that converted into 154,993 Class A shares, with 78,859 shares withheld to cover tax obligations. The activity reflects equity compensation settlement rather than open-market purchases or sales, and related trust holdings were updated.
What RSU vesting schedules apply to Andrew Dudum’s HIMS awards?
The RSUs vest over four-year service-based periods in substantially equal quarterly installments. Different grants begin vesting on June 15, 2023, June 15, 2024, June 15, 2025, and June 15, 2026, subject to continued service with the company.
Was any HIMS stock sold on the open market in this Form 4?
The filing shows no open-market sale code. Instead, 78,859 shares were withheld by the issuer to satisfy tax liabilities upon RSU vesting, a non-market transaction categorized under code F for tax withholding.
What is the significance of the payment-in-kind note in the HIMS Form 4?
A footnote states an annuity payment-in-kind of 143,730 shares of Class A Common Stock was made from the AD 2025 GRAT to the Andrew Dudum 2015 Trust, updating reported indirect trust holdings without indicating an open-market transaction.
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