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Hims & Hers Health, Inc.

For the period ended Jun 11, 2026. Filed Apr 28, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2026 · Filed Apr 28, 2026

HIMS$26.00+8.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

HIMS & HERS HEALTH, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) below per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 28, 2026

Dear stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘2026 Annual Meeting’’) of Hims & Hers Health, Inc., a Delaware corporation (‘‘Hims & Hers,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’), which will be held on Thursday, June 11, 2026 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visitingwww.virtualshareholdermeeting.com/HIMS2026. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings for our stockholders and the Company.

The enclosed Notice of 2026 Annual Meeting of Stockholders and proxy statement includes details regarding admission and describes the proposals to be considered and voted upon at the Annual Meeting. We encourage you to read this information carefully.

Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you attend, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your continued support and interest in Hims & Hers.

Very truly yours,

Andrew Dudum

Chief Executive Officer, Director and Chairman of the Board

Notice of 2026 Annual

Meeting of Stockholders

DateThursday, June 11, 2026Time11:00 a.m. Pacific TimePlaceVirtually by visiting www.virtualshareholdermeeting.com/HIMS2026Record DateStockholders of record as of the close of business on April 15, 2026 are entitled to vote.

Items of Business

1To elect the nine director nominees to serve until the 2027 annual meeting of stockholders;
2To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
3To approve, on an advisory basis, the compensation of our named executive officers; and
4To transact such other business as may properly come before the Annual Meeting or any continuation or adjournment thereof.

Adjournments and Postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Voting

Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you attend, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options.

If you have any questions regarding this information or the proxy materials, please visit the investor relations section of our website athttps://investors.forhims.com or contact our investor relations department atinvestors@forhims.com.

By Order of the Board of Directors

Soleil BoughtonChief Legal Officer and Corporate SecretarySan Francisco, CaliforniaApril 28, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 11, 2026: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 28, 2026. This proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the proxy card are available free of charge at www.proxyvote.com.

The Board of Directors unanimously recommends that you vote ‘‘FOR’’ the election of all nominees for director in Proposal No. 1, ‘‘FOR’’ Proposal No. 2, and ‘‘FOR’’ Proposal No. 3.

Special Note Regarding Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward-looking terminology, including the words ‘‘believe,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘expect,’’ ‘‘assume,’’ ‘‘imply,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘may,’’ ‘‘will,’’ ‘‘potential,’’ ‘‘project,’’ ‘‘predict,’’ ‘‘continue,’’ ‘‘could,’’ or ‘‘should,’’ or, in each case, their plural, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our expected future financial and business performance; our market opportunity; the administration of our risk oversight; and the design of our compensation programs. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the ‘‘Risk Factors’’ section of our most recently filed Annual Report on Form 10-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

Proxy Summary1
Directors and Executive Officers5
Corporate Governance and Board Matters13
Security Ownership of Certain Beneficial Owners and Management22
Certain Relationships and Related Party Transactions25
Compensation Discussion and Analysis27
Director Compensation59
Equity Compensation Plan Information61
Pay Versus Performance Disclosure62
CEO Pay Ratio68
Independent Registered Public Accounting Firm69
Report of the Audit Committee of the Board of Directors70
Proposal 1 – Election of Directors72
Proposal 2 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 202674
Proposal 3 – Non-binding Advisory Vote on Executive Compensation75
Additional Information76
Appendix AA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.