Andrew Dudum Discloses 23.82M Shares and 100% of Class V at HIMS

Rhea-AI Filing Summary

Andrew Dudum, Chief Executive Officer and director of Hims & Hers Health, Inc., reports beneficial ownership equal to 23,820,905 shares of Class A common stock on a fully converted/exercised basis, representing 10.3% of Class A. That total combines shares held directly and in affiliated trusts, Class V common stock that converts into Class A, restricted stock units expected to settle within 60 days, and a large block of stock options exercisable within 60 days.

The filing breaks down the holdings: 9,333,039 Class A shares held by affiliated trusts, 92,313 held directly, 8,377,623 Class V shares, 164,368 Class A shares underlying RSUs expected to settle within 60 days, 5,643,186 options exercisable within 60 days, plus additional options and RSUs subject to vesting; 1,296,568 RSUs not expected to settle within 60 days are excluded from the aggregate amount. The filing also notes that Class V shares convert into Class A upon transfer or by Board resolution after specified trigger conditions.

Positive

• Reporting Person beneficially owns 23,820,905 shares on a fully converted/exercised basis, representing 10.3% of Class A.
• Reporting Person holds 100% of outstanding Class V Common Stock (8,377,623 shares), which convert into Class A under stated conditions.
• 5,643,186 stock options are exercisable within 60 days, giving the Reporting Person significant near-term exercisable economic interest.

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO Andrew Dudum holds a meaningful ~10.3% fully diluted stake and sizeable near-term exercisable options, creating significant insider economic exposure.

The disclosure shows the Reporting Person beneficially owns 23,820,905 shares on a fully-converted/exercised basis, including 5,643,186 options exercisable within 60 days and 164,368 RSUs expected to settle within 60 days. Those exercisable options materially increase near-term share exposure and could affect dilution and voting composition if exercised. The Reporting Person also holds 8,377,623 Class V shares that convert into Class A under defined conditions, which concentrates potential future supply of Class A shares. This is a material ownership disclosure for investors tracking insider holdings and potential dilution.

Corporate Governance Expert

TL;DR: Concentrated insider holdings and 100% ownership of Class V stock create governance importance; conversion mechanics merit investor attention.

The filing documents that the Reporting Person owns 100% of outstanding Class V Common Stock (8,377,623 shares) which will convert to Class A upon transfer or by Board action after specified conditions are satisfied. That structure preserves a current separation of share classes but also creates a path to a substantial increase in Class A voting and economic rights if conversion events occur. The mix of directly held shares, trust holdings, RSUs and exercisable options underscores a complex insider position that is material to governance and voting analysis.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Hims & Hers Health, Inc.

(Name of Issuer)

Class A common stock, $0.0001 par value per share

(Title of Class of Securities)

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)

08/07/2025

(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).

SCHEDULE 13D

CUSIP No. 433000106

1

Name of reporting person

Andrew Dudum

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23,820,905.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23,820,905.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,820,905.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1. Includes (i) 9,333,039 shares of Class A Common Stock held by trusts affiliated with the Reporting Person, (ii) 92,313 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) 164,368 shares of Class A Common Stock underlying restricted stock units expected to settle within 60 days, (v) 5,643,186 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, (vi) 80,023 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, and (vii) 130,353 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 21,725 options vesting per month through March 2026. Excludes 1,296,568 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 231,873,143 shares of Class A Common Stock, which is the sum of (i) 217,641,958 shares of Class A Common Stock of the Issuer outstanding as of August 1, 2025, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on August 4, 2025, plus (ii) 8,377,623 shares of Class V Common Stock of the Issuer outstanding, (iii) 164,368 shares of Class A Common Stock underlying restricted stock units expected to settle within 60 days, (iv) 5,643,186 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 (v) 210,376 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 10.3% 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

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, $0.0001 par value per share
(b)	Name of Issuer: Hims & Hers Health, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2269 Chestnut Street, #523, San Francisco, CALIFORNIA , 94123.
Item 1 Comment: This Amendment No. 3 to Schedule 13D relates to the Class A Common Stock, $0.0001 par value per share (Class A Common Stock) of Hims & Hers Health, Inc. (Issuer), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Person with the Commission on February 1, 2021, as amended by Amendment No. 1 filed with the Commission on December 15, 2021 and Amendment No. 2 filed with the Commission on October 25, 2024 (collectively, the Original Schedule 13D and, as so amended and supplemented, the Statement). This Statement is being filed by the Reporting Person. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 3 have the meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	Andrew Dudum, an individual ( "Reporting Person").
(b)	The business address of Reporting Person is c/o Hims & Hers Health, Inc., 2269 Chestnut Street, #523, San Francisco, California, 94123.
(c)	The Reporting Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer.
(d)	During the last five years, Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 of the cover pages of this Amendment No. 1.
(b)	See Items 7-11 of the cover pages of this Amendment No. 1.
(c)	The transactions in the securities of the Issuer by the Reporting Person since the sixtieth day prior to the date of the event requiring the filing of this Amendment No. 3 are set forth in Schedule A hereto and are incorporated herein by reference.
(d)	To the best knowledge of the Reporting Person, no person other than the Reporting Person or his affiliated trusts has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares of Class A Common Stock reported herein.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Andrew Dudum

Signature:	/s/ Alexandra Cotter Wilkins, as Attorney-in-Fact for Andrew Dudum
Name/Title:	Andrew Dudum
Date:	08/13/2025

FAQ

How many HIMS shares does Andrew Dudum beneficially own?

The filing states the Reporting Person beneficially owns 23,820,905 shares of Class A Common Stock on a fully converted/exercised basis.

What percentage of HIMS Class A does Andrew Dudum own?

The Reporting Person beneficially owns 10.3% of Class A common stock, calculated on a fully converted/exercised basis as described in the filing.

Does Andrew Dudum hold Class V stock and will it convert to Class A?

Yes. The Reporting Person holds 8,377,623 shares of Class V Common Stock, which will convert into Class A upon transfer or upon adoption of a Board resolution after the specified one-year anniversary of certain trigger conditions.

How many options are exercisable within 60 days for Andrew Dudum?

The filing discloses 5,643,186 stock options held by the Reporting Person that are exercisable within 60 days of the date of the Schedule 13D/A.

Are any RSUs excluded from the beneficial ownership count?

Yes. The filing excludes 1,296,568 shares of Class A Common Stock underlying restricted stock units that are not expected to settle within 60 days.