STOCK TITAN

Hims & Hers (HIMS) CEO logs RSU vesting and large tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hims & Hers Health, Inc. Chief Executive Officer Andrew Dudum reported the vesting and settlement of restricted stock units on March 13, 2026. The RSU conversions resulted in the acquisition of 164,369 shares of Class A common stock. To cover tax withholding obligations related to these RSUs and performance RSUs that vested on February 23, 2026, the issuer withheld a total of 526,486 shares of Class A common stock at $24.77 per share, which is recorded as a tax-withholding disposition rather than an open-market sale. Following these transactions, Dudum held 1,310,617 Class A shares directly, and also reported additional indirect holdings through several family trusts, including positions such as 3,004,071 shares held by the Trustee of the Dudum Family 2021 Trust and 2,214,769 shares held by the Trustee of the Dudum Family Heritage Trust UAD 8-10-2021.

Positive

  • None.

Negative

  • None.

Insights

CEO RSU vesting with shares withheld for taxes looks like routine equity compensation activity.

CEO Andrew Dudum had restricted stock units convert into 164,369 Class A shares on March 13, 2026. This reflects scheduled equity compensation vesting rather than discretionary open-market buying.

To satisfy tax obligations tied to these RSUs and earlier performance RSUs vested on February 23, 2026, the company withheld 526,486 shares at $24.77 per share. These F-code dispositions are payment-in-shares for taxes, not market sales, so they carry limited signaling value.

After the transactions, Dudum directly held 1,310,617 shares and reported substantial additional indirect holdings via multiple family trusts, including 3,004,071 shares in the Dudum Family 2021 Trust. The filings show continued large exposure to the stock, consistent with ongoing alignment through equity compensation.

Insider Dudum Andrew
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 35,242 $0.00 --
Exercise Restricted Stock Unit 35,447 $0.00 --
Exercise Restricted Stock Unit 74,530 $0.00 --
Exercise Restricted Stock Unit 19,150 $0.00 --
Tax Withholding Class A Common Stock 436,190 $24.77 $10.80M
Exercise Class A Common Stock 164,369 $0.00 --
Tax Withholding Class A Common Stock 90,296 $24.77 $2.24M
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 -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Class A Common Stock — 1,236,544 shares (Direct); Class A Common Stock — 384,731 shares (Indirect, Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015)
Footnotes (1)
  1. The shares of Class A Common Stock were withheld by the issuer to cover tax withholding obligations in connection with the distribution and settlement of performance restricted stock units that vested on February 23, 2026. 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*
Dudum Andrew

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026
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 03/13/2026 F 436,190(1) D $24.77 1,236,544 D
Class A Common Stock 03/13/2026 M 164,369 A (2) 1,400,913 D
Class A Common Stock 03/13/2026 F 90,296(3) D $24.77 1,310,617 D
Class A Common Stock 384,731 I Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015
Class A Common Stock 508,030 I Held by Trustee of AD 2022 GRAT
Class A Common Stock 791,117 I Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Class A Common Stock 186,723 I Held by Trustee of AD 2025 GRAT dated 5-27-2025
Class A Common Stock 47,524 I Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock 2,214,769 I Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021
Class A Common Stock 1,080,972 I Held by Trustee of Dudum Legacy 2021 Trust
Class A Common Stock 3,004,071 I Held by Trustee of Dudum Family 2021 Trust
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 (2) 03/13/2026 M 35,242 (4) (4) Class A Common Stock 35,242 $0 0 D
Restricted Stock Unit (2) 03/13/2026 M 35,447 (5) (5) Class A Common Stock 35,447 $0 141,786 D
Restricted Stock Unit (2) 03/13/2026 M 74,530 (6) (6) Class A Common Stock 74,530 $0 596,239 D
Restricted Stock Unit (2) 03/13/2026 M 19,150 (7) (7) Class A Common Stock 19,150 $0 229,805 D
Explanation of Responses:
1. The shares of Class A Common Stock were withheld by the issuer to cover tax withholding obligations in connection with the distribution and settlement of performance restricted stock units that vested on February 23, 2026.
2. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.
3. 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.
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, 2022.
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, 2023.
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, 2024.
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 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 Andrew Dudum 03/17/2026
** 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 & Hers (HIMS) CEO Andrew Dudum report in this Form 4?

Andrew Dudum reported RSU vesting that converted into 164,369 Class A shares on March 13, 2026. The company also withheld shares to cover tax obligations arising from these restricted stock units and earlier performance RSUs.

How many Hims & Hers (HIMS) shares were withheld for Andrew Dudum’s taxes?

The issuer withheld 526,486 Class A shares at $24.77 per share to cover tax withholding obligations. These F-code transactions represent payment of taxes in shares, not open-market stock sales by the CEO.

How many Hims & Hers (HIMS) shares does CEO Andrew Dudum hold directly after these transactions?

After the reported RSU vesting and tax withholding, Andrew Dudum directly held 1,310,617 shares of Hims & Hers Class A common stock. This reflects his ongoing equity stake following the March 13, 2026 compensation-related transactions.

Are the Hims & Hers (HIMS) CEO’s Form 4 transactions open-market stock sales?

No, the dispositions are tax-withholding events, coded F, where 526,486 shares were surrendered to cover tax obligations. There is no indication of open-market selling; the core activity is RSU vesting and settlement.

What restricted stock units vested for Hims & Hers (HIMS) CEO Andrew Dudum?

Restricted stock units convertible into 164,369 Class A shares vested and settled on March 13, 2026. Footnotes state each RSU equals one share and that these awards vest in quarterly installments over four-year service-based schedules.

Does Andrew Dudum have additional indirect Hims & Hers (HIMS) share holdings?

Yes. He reports indirect holdings through several family trusts, including 3,004,071 shares in the Dudum Family 2021 Trust and 2,214,769 shares in the Dudum Family Heritage Trust UAD 8-10-2021, among other trust accounts.