Hims Hers Health Inc

(a) COO Appointment

On May 5, 2025, we announced the appointment of Nader Kabbani as chief operating officer of the Company, effective May 19, 2025. As previously disclosed, to ensure a smooth transition, Melissa Baird, the company’s current chief operating officer, intends to remain with the Company until Mr. Kabbani is fully up to speed on the business, at which point Ms. Baird will transition to a long-term advisory role.

Prior to joining the Company, Mr. Kabbani, 60, served as Senior Vice President of Back-of-Store Automatic at Symbotic, an AI-based robotics and automation company specializing in warehouse fulfillment solutions, from September 2024 until May 2025. Mr. Kabbani served as Executive Vice President at Flexport, a supply chain management and logistics company, from May 2023 until March 2024. Previously, Mr. Kabbani served in various roles at Amazon from March 2005 until March 2023, most recently as Vice President, Regionalization Network Design & Planning. In his nearly 20 years at Amazon, Kabbani led the acquisition of PillPack and the launch of Amazon Pharmacy, and built the operational backbone for flagship offerings, including Amazon Logistics, Amazon Flex, Amazon Kindle, Kindle Direct Publishing, Amazon Music, and Prime Video services. Mr. Kabbani holds an M.S. in Industrial Engineering (Operations Research) and a B.S. in Electrical Engineering from Texas A&M University.

In connection with Mr. Kabbani’s appointment as chief operating officer, Mr. Kabbani and the Company entered into an offer letter (the “COO Offer Letter”). Pursuant to the terms of the COO Offer Letter, Mr. Kabbani will receive (i) an annual base salary of $500,000 (the “Base Salary”), (ii) a signing bonus of $1,000,000, subject to pro-rated clawback in the event of voluntary termination over the first year, and (iii) a grant of equity awards under the Company’s 2020 Equity Incentive Plan with a grant value of $8,000,000 (the “RSU Grant”). Subject to Mr. Kabbani’s continuous service through each vesting date, 25% of the RSU Grant will vest on the first regular company vesting date following the one year anniversary of the grant date, and the remaining 75% of the RSU Grant will vest in equal quarterly installments over the following 3 years. Additionally, Mr. Kabbani will be eligible to receive annual equity awards with a grant value of $4,000,000, subject to quarterly vesting. Mr. Kabbani will also be eligible for an annual discretionary bonus with a target of 75% of his Base Salary.

Mr. Kabbani will enter into the Company’s standard form of change in control and severance agreement (the “Change in Control and Severance Agreement”) for its executive officers, the terms of which are outlined in the “Executive Compensation” section in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 25, 2025. Pursuant to the terms of the COO Offer Letter, Mr. Kabbani’s employment is at will and may be terminated at any time by the Company or Mr. Kabbani. The foregoing descriptions of the COO Offer Letter and Change in Control and Severance Agreement are not complete and are qualified in their entirety by reference to the COO Offer Letter, which will be filed as an exhibit to Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and the Change in Control Severance Agreement, which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.

There are no arrangements or understandings between Mr. Kabbani and any other persons pursuant to which he was appointed as chief operating officer of the Company. There are no family relationships between Mr. Kabbani and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Kabbani is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. Mr. Kabbani will enter into the Company’s standard form of indemnification agreement.

(c) Insider trading arrangements.

During the fiscal quarter ended March 31, 2025, none of our directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:

(1)Denotes whether the trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) when adopted.