STOCK TITAN

Hims & Hers CEO holds 22.6M shares, 9.4% stake

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Hims & Hers Health, Inc. (HIMS) is reporting an updated ownership position for its Chief Executive Officer and director, Andrew Dudum22,610,002 shares tied to the company’s equity structure, representing 9.4% of the Class A common stock on an as-converted, option-exercised basis, and 100% of the outstanding Class V common stock.

The position includes 7,200,015 Class A shares held by affiliated trusts, 1,033,177 Class A shares held directly, 8,377,623 Class V shares held by affiliated trusts, and options for 5,976,847 Class A shares exercisable within 60 days plus 22,340 additional options vesting over four years. Class V shares automatically convert into Class A shares upon certain transfers or board actions. Restricted stock units covering 1,071,690 Class A shares are excluded because they are not expected to settle within 60 days.

Positive

  • None.

Negative

  • None.
Beneficially owned shares 22,610,002 shares Shares beneficially owned by Andrew Dudum
Percent of Class A common stock 9.4% Portion of Class A common stock beneficially owned by Andrew Dudum
Class A shares held by affiliated trusts 7,200,015 shares Class A common stock held by trusts affiliated with Andrew Dudum
Class V shares held by affiliated trusts 8,377,623 shares Class V common stock held by trusts affiliated with Andrew Dudum
Options exercisable within 60 days 5,976,847 shares Class A shares underlying stock options exercisable within 60 days
Additional unexercisable options 22,340 shares Class A shares underlying options not exercisable within 60 days
Total Class A baseline for percentage 240,377,605 shares Sum of outstanding Class A, Class V, and Dudum’s options for percentage calculation
Outstanding Class A common stock 224,935,790 shares Issuer’s Class A common stock outstanding as of August 7, 2026
beneficially owns financial
"The Reporting Person beneficially owns 9.4% of the outstanding shares"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
Class V Common Stock financial
"All shares of Class V Common Stock will convert automatically"
dispositive power financial
"Sole Dispositive Power 22,610,002.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
restricted stock units financial
"Excludes 1,071,690 shares of Class A Common Stock underlying restricted stock units"
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.
service-based vesting financial
"subject to service-based vesting over a four-year period"
Schedule 13D regulatory
"previously filed a statement on Schedule 13D to report the acquisition"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

How many HIMS shares does Andrew Dudum beneficially own according to this Schedule 13D/A?

Andrew Dudum beneficially owns 22,610,002 shares related to Hims & Hers Health, Inc., representing 9.4% of the Class A common stock on an as-converted and option-exercised basis, and he also beneficially owns 100% of the outstanding Class V common stock.

What percentage of Hims & Hers Health (HIMS) Class A common stock does Andrew Dudum control?

Andrew Dudum beneficially owns 9.4% of Hims & Hers Health’s Class A common stock, based on a total of 240,377,605 Class A shares calculated from outstanding shares, Dudum’s exercisable options, and his Class V shares on an as-converted basis.

How is Andrew Dudum’s HIMS ownership structured between different share classes and options?

His beneficial ownership includes 7,200,015 Class A shares via affiliated trusts, 1,033,177 Class A shares directly, 8,377,623 Class V shares via affiliated trusts, and options for 5,976,847 Class A shares exercisable within 60 days plus 22,340 additional unexercisable options.

What are the vesting terms of Andrew Dudum’s unexercisable HIMS stock options?

There are 22,340 Class A shares underlying stock options that are not exercisable within 60 days. These options are subject to service-based vesting over four years, with approximately 4,468 options vesting per month through April 2027.

Are Andrew Dudum’s HIMS restricted stock units included in his beneficial ownership total?

No. The filing excludes 1,071,690 Class A shares underlying restricted stock units from Andrew Dudum’s beneficial ownership calculation because those units are not expected to settle within 60 days of the relevant date.

When do Hims & Hers Health (HIMS) Class V shares held by Andrew Dudum convert to Class A shares?

All Class V common stock converts automatically into an equal number of Class A shares upon any transfer of Class V shares, with limited exceptions, and may also convert upon adoption of a board resolution after specific trigger conditions described in the company’s Certificate of Incorporation are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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433000106

(CUSIP Number)
Andrew Dudum
2269 Chestnut Street, #523,
San Francisco, CA, 94123
415-851-0195

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/27/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
1. Includes (i) 7,200,015 shares of Class A Common Stock held by trusts affiliated with the Reporting Person, (ii) 1,033,177 shares of Class A Common Stock held directly by the Reporting Person, (iii) 8,377,623 shares of Class V Common Stock held by trusts affiliated with the Reporting Person, (iv) 5,976,847 shares of Class A Common Stock underlying stock options exercisable within 60 days of the date of this Schedule 13D held by the Reporting Person and (v) 22,340 shares of Class A Common Stock underlying stock options that are not exercisable within 60 days of the date of this Schedule 13D, but which are subject to service-based vesting over a four-year period, with approximately 4,468 options vesting per month through April 2027. Excludes 1,071,690 shares of Class A Common Stock underlying restricted stock units not expected to settle within 60 days. 2. All shares of Class V Common Stock will convert automatically into an equal number of shares of Class A Common Stock (i) upon any transfer of shares of Class V Common Stock, with limited exceptions and (ii) upon adoption of a resolution by the Board at any time on or after the one-year anniversary of the date that both trigger conditions, as such conditions are described in the Issuer's Certificate of Incorporation, dated as of January 20, 2021, are satisfied. 3. Percentage is calculated based on 240,377,605 shares of Class A Common Stock, which is the sum of (i) 224,935,790 shares of Class A Common Stock of the Issuer outstanding as of August 7, 2026, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on August 10, 2026, plus (ii) 8,377,623 shares of Class V Common Stock of the Issuer outstanding, (iii) 5,976,847 shares of Class A Common Stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date of this Schedule 13D and (iv) 22,340 shares of Class A Common Stock underlying stock options held by the Reporting Person that are not exercisable within 60 days of the date of this Schedule 13D. The Reporting Person beneficially owns 9.4% of the outstanding shares of Class A Common Stock (assuming exercise of all outstanding stock options and conversion of all outstanding shares of Class V held by the Reporting Person) and 100% of the outstanding Class V Common Stock.


SCHEDULE 13D


Andrew Dudum
Signature:/s/ Kimberly Mather
Name/Title:Kimberly Mather, as Attorney-in-Fact for Andrew Dudum
Date:08/31/2026