Hims & Hers Health, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization

Hims & Hers Health, Inc. (the “Company” or “Hims & Hers”), incorporated in Delaware, is a consumer-first platform transforming the way customers fulfill their health and wellness needs. The Company’s mission is to help the world feel great through the power of better health. The Company has operations in the United States, the United Kingdom, Canada, the European Union (in Germany, the Republic of Ireland, France, and Spain), Australia, and Japan. The Hims & Hers platforms (collectively, the Company’s “platform”) include access to a highly-qualified and technologically-capable provider network, a clinically-focused electronic medical records system, digital prescriptions, cloud-enabled pharmacy fulfillment, and personalization capabilities. The Company’s digital platform enables access to treatments for a broad range of conditions, including primarily those related to sexual health, hair loss, hormone health, weight loss, dermatology, and mental health, as well as services such as comprehensive laboratory testing. Hims & Hers connects patients to licensed healthcare professionals who can prescribe medications when appropriate. Prescriptions are fulfilled online through licensed pharmacies, making accessing treatments simple, affordable, and straightforward. Through the Hims & Hers mobile applications, consumers can access a range of educational programs, wellness content, community support, and other services that promote lifelong health and wellness.

In addition, the Company offers access to a range of health and wellness products designed to meet individual needs, which can include curated prescription and non-prescription products. The Company’s products and services are available for purchase directly by customers on the Company’s websites and mobile applications.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The condensed consolidated financial statements as of September 30, 2026 are unaudited. The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025 (the “audited consolidated financial statements”).

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s balance sheet, results of operations, and cash flows for the periods presented, but are not necessarily indicative of the results expected for the full fiscal year or any other period.

The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and variable interest entities in which it is the primary beneficiary. All intercompany transactions and balances have been eliminated in these unaudited condensed consolidated financial statements.

Except for the reclassification for and addition of receivables, net discussed below and the addition of restructuring and other related charges, there have been no changes to the Company’s significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2025 that have had a material impact on these unaudited condensed consolidated financial statements and related notes.

Reclassifications

Beginning with the first quarter of 2026, the Company reclassified receivables, net out of prepaid expenses and other current assets and into its own caption on the unaudited condensed consolidated balance sheets. The prior period amounts have been reclassified to conform to this presentation. These changes had no impact on the Company’s previously reported financial position, results of operations, or cash flows. For a detailed description of receivables, net, refer to the “Receivables, net” section.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates, judgments, and assumptions by management include, among others, valuation and recognition of stock-based compensation expense, initial and subsequent valuation of contingent consideration in business combinations or asset acquisitions, purchase price allocation for business combinations, valuation of assets acquired in an asset acquisition, estimates used in determining the useful lives of intangible assets, valuation of deferred tax assets, estimating the net realizable value of inventory, valuation of refund reserve, and estimates used in the capitalization of website development and internal-use software costs. Management believes that the estimates, judgments, and assumptions upon which it relies are reasonable based upon information available to it at the time that these estimates, judgments, and assumptions were made. Actual results experienced by the Company may differ from management’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s unaudited condensed consolidated financial statements will be affected.

Business Combinations

The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.

When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period.

Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations.

Segment Reporting

The Company is managed as a single operating segment on a consolidated basis, inclusive of acquisitions. The Company determines its operating segments based on how the chief operating decision maker (“CODM”) makes decisions regarding the allocation of resources and operational strategy, assesses performance, and manages the organization at a consolidated level. The Chief Executive Officer (“CEO”) is the CODM. The products and services from which this segment derives its revenues are described below in the discussion of revenue recognition.

Receivables, net

Receivables, net primarily consists of manufacturer’s discount and rebate receivables related to the Company’s vendor supply agreements, as well as Platform Partner trade receivables, income tax refund receivables, loss recovery receivables, and other receivables, net. Manufacturer’s discount and rebate receivables are recorded based on the contract terms of the associated vendor supply agreements, are primarily related to the volume of inventory shipped, and totaled $345.3 million as of September 30, 2026, with an immaterial balance as of December 31, 2025. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Loss recovery receivables are recorded when a loss has been incurred, recovery is probable and reasonably estimable, amounts are considered collectible, and there is a direct link between the loss incurred and the reimbursement. Loss recovery receivables, which generally include supplier recoveries, amounts due from suppliers for refunds, or other recoveries related to a breach of contract, totaled $26.0 million as of September 30, 2026. Losses incurred are recorded net of related loss recovery receivables and are included within cost of revenue on the the unaudited condensed consolidated statements of operations and comprehensive (loss) income They are recognized to the extent of the losses incurred when contractual rights exist for recovery. Receivables are stated at amounts estimated by management to be equal to their net realizable values. The allowance for doubtful accounts, if any, is the Company's best estimate of the amount of expected credit losses on its accounts receivable. The expectation of collectability is based on the Company's review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and an allowance is recorded accordingly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were immaterial write-offs of balances within receivables, net for the three and nine months ended September 30, 2026 and no write-offs of any balances within receivables, net for the three and nine months ended September 30, 2025. As of September 30, 2026 and December 31, 2025, the Company had no material allowances for doubtful accounts.

The Company sells certain of its eligible receivables to a third-party Purchaser under a receivables purchase facility. XeCare LLC and Apostrophe Pharmacy LLC, each a wholly-owned subsidiary of the Company (each an “RPA Seller” and, collectively, the “RPA Sellers”), are parties to a Master Receivables Purchase Agreement (the “RPA”) with JPMorgan Chase Bank, N.A., as purchaser (the “Purchaser”), providing for an uncommitted facility with an aggregate limit at any time of $400.0 million. Pursuant to the RPA, the RPA Sellers may, subject to the terms and conditions therein, offer to sell certain of their eligible receivables to the Purchaser (“Purchased Receivables”) at a discount. The Company accounts for transfers of receivables under the RPA as sales in accordance with ASC 860, Transfers and Servicing, as the Company has determined that it has surrendered control over the transferred receivables. Accordingly, receivables sold under the RPA are derecognized from the Company’s unaudited condensed consolidated balance sheets at the time of sale, and the related proceeds, net of any discount, are reflected within cash flows from operating activities in the unaudited condensed consolidated statements of cash flows. Limited recourse is available to the Purchaser pursuant to certain indemnity and repurchase obligations described in the RPA in connection with certain representations, warranties and covenants to the Purchaser regarding the Purchased Receivables. No such representation, warranty, or covenant gives the Purchaser recourse against the RPA Sellers in response to credit loss experienced by Purchaser due to any debtor of a Purchased Receivable being insolvent, declining in creditworthiness, or having an inability to pay. In connection with the RPA, the Company agreed to guarantee the performance of the RPA Sellers of their obligations under the RPA. During each of the three and nine months ended September 30, 2026, the RPA Sellers sold receivables with a carrying value of $434.5 million under the RPA for net cash proceeds of $433.3 million, and the Company recognized a discount on sale of receivables of $1.2 million. As of September 30, 2026, the Company continued to service the receivables sold under the RPA, for which it did not recognize a separate servicing asset or liability, as the fee for services performed approximates the value of such services.

Investments

Available-for-sale debt instruments with original maturities at the date of purchase greater than three months and remaining maturities of less than one year are classified as short-term available-for-sale investments on the unaudited condensed consolidated balance sheets. Available-for-sale debt instruments with original maturities at the date of purchase and remaining maturities of greater than one year are classified as long-term available-for-sale investments on the unaudited condensed consolidated balance sheets. The Company initially intends to sell such investments, if any, at or close to maturity. The available-for-sale investments are reported at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income (loss) on the unaudited condensed consolidated statements of operations and comprehensive (loss) income, except for credit losses. The Company determines the cost of the investment sold based on specific identification at the individual security level. The Company records the interest income and realized gains and losses on the sale of these instruments within other (expense) income, net on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

Equity securities which the Company currently intends to sell within one year are classified as short-term investments and are included within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. Equity securities which the Company currently does not intend to sell within one year are classified as long-term investments and are included within other long-term assets on the unaudited condensed consolidated balance sheets. Equity securities are reported at fair value, with unrealized gains and losses, net of tax, recorded in change in fair value of equity securities on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

Inventory

Inventory primarily consists of finished goods and raw materials that are located at Company-managed and third-party fulfillment warehouses, pharmacies, and storage facilities. Inventory is stated at the lower of cost and net realizable value and inventory cost is determined by the weighted average cost method. Inventory cost is net of manufacturer's discount and rebate receivables, as applicable. The Company reserves for expired, slow-moving, unsellable, and excess inventory by estimating the net realizable value based on the potential future use of such inventory. Management monitors inventory to identify events that would require impairment due to slow-moving, expired, or obsolete inventory and reduces the value of inventory when required.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill balances denominated in non-U.S. dollar currencies are translated into U.S. dollars each reporting period using period-end exchange rates. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates asone reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of $859.8 million was acquired in relation to business combinations during the nine months ended September 30, 2026. No goodwill impairment was recorded for the three and nine months ended September 30, 2026 and 2025.

Impairment of Long-Lived Assets

Long-lived assets include property, equipment, and software and intangible assets subject to amortization. Long-lived assets, including acquired assets from a business combination, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. In such cases, recoverability of an asset group to be held and used is assessed by comparing the carrying amount of the asset group with its future underlying net undiscounted cash flows without interest charges. If such asset group is considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the asset group exceeds the estimated fair values of the asset group. No impairment of long-lived assets was recorded for the three months ended September 30, 2026. The Company recognized $1.1 million of impairment charges on long-lived assets during the nine months ended September 30, 2026 in general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive (loss) income. Impairment charges on long-lived assets were not material for the three and nine months ended September 30, 2025. As a result of recent acquisitions, the Company consisted offour asset groups as of September 30, 2026.

Convertible Notes

The Company has issued the 2030 Convertible Notes and the 2032 Convertible Notes (each as defined in Note 13 – Debt and collectively referred to as the “Convertible Notes”) which are recorded at their carrying values on the unaudited condensed consolidated balance sheets. The Convertible Notes will be classified as long-term liabilities until they are scheduled to mature within one year of the balance sheet date or become repayable within one year of the balance sheet date. Amortization of debt discount and issuance costs, along with contractual interest expense, if any, is recorded over the term of the Convertible Notes using the effective interest method. The Company evaluates conversion features to determine if they are required to be accounted for separately as embedded derivatives. The Convertible Notes are considered participating securities for purposes of calculating diluted net (loss) income per share. The dilutive effect is calculated under the if-converted method whereby the numerator is adjusted to add back the amortization of debt discount and issuance costs and the denominator is adjusted to add the gross number of Class A common stock shares issuable upon conversion as if converted at the beginning of the period (or at the time of issuance, if later).

Capped Calls

The Company has entered into the 2030 Capped Calls and the 2032 Capped Calls (each as defined in Note 13 – Debt and collectively referred to as the “Capped Calls”) in connection with the issuances of the Convertible Notes. The Capped Calls meet certain accounting criteria to be classified as equity, and premiums paid for the Capped Calls are recorded as a reduction to additional paid-in capital within stockholders’ equity, net of the deferred tax impact. The Capped Calls are not accounted for as derivatives and will not be remeasured as long as they continue to meet the conditions for equity classification. The Capped Calls are expected to reduce the potential dilution to the Company’s Class A common stock upon conversion of the Convertible Notes. As such, their effect on diluted net (loss) income per share would be anti-dilutive and they are excluded from the calculation.

Revenue Recognition

The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

The Company’s consolidated revenue primarily comprises online sales of health and wellness products and services through the Company’s websites and mobile applications, including prescription and non-prescription products. In certain contracts that contain prescription products prescribed as the result of a consultation, revenue also includes medical consultation services and post-consultation service, if applicable. For weight loss membership arrangements, revenue includes membership-based services, including access to the Company’s telehealth programs and prescription products, with membership periods ranging from 30 days to 360 days.

The following table presents revenues disaggregated by geography, based on the jurisdiction in which the Company’s consolidated legal entities operate (in thousands):

For both United States Revenue and Rest of the World Revenue, a significant majority of customers are individuals who purchase products and/or services through the Company’s websites or mobile applications. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer.

The Company’s contracts primarily include the following performance obligations: access to (i) products, as well as related material rights, as applicable, and (ii) services, primarily consisting of medical consultation services, membership-based access, post-consultation service support, and delivery of laboratory testing results, as applicable. The Company’s contracts that do not contain prescription products primarily have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer. In contracts that contain services, revenue is recognized by the provision of consultation services to the customer, over time on a stand-ready basis for membership-based access, or upon delivery of testing results to the customer for laboratory services. The Company satisfies its performance obligation for products at a point in time, which is primarily upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for consultation services typically within one day and for membership-based access and post-consultation service support over the contract term. The customer obtains control of the products and services upon the Company’s completion of its performance obligations.

For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on the prices at which the Company separately sells the products and services, as well as market and cost plus estimates.

To fulfill its promise to customers in the United States for certain contracts that include professional medical consultations, the Company maintains relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. Refer to Note 11 – Variable Interest Entities. The Company also maintains relationships with certain directly contracted Providers outside of the United States. The Company accounts for the Affiliated Medical Groups service revenue, as well as for service revenue generated from directly contracted Providers, as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.

Additionally, with the exception of Platform Partner arrangements (defined below), to fulfill its promise to customers for contracts that include sale of prescription products, the Company utilizes (i) certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”) and (ii) wholly-owned pharmacies. The pharmacies, as licensed, fill prescription orders for customers who have received a prescription from a prescribing Provider through the Company’s websites and mobile applications. The Company accounts for prescription product revenue from Partner Pharmacies as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which pharmacy fills a customer’s prescription; (ii) the pharmacies fill the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging, as applicable; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) if permitted by law and/or contract terms, the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.

Further, to provide access to certain products, a substantial majority of which are prescription products, the Company has contracts with third-party platform partners (“Platform Partners”). Under the Platform Partner arrangements, the Company accounts for the provision of access to prescription products as an agent in the arrangement. This conclusion is reached because (i) the Company is contractually restricted in determining which pharmacy fills a customer’s prescription; (ii) the Platform Partner has discretion over how the prescription products are fulfilled, including the packaging used, and the related shipments do not utilize the Company’s branded packaging, as applicable; (iii) the Platform Partner is responsible to the customer for the satisfactory fulfillment and acceptability of the order, with the Platform Partner’s role in the arrangement explicitly disclosed to the customer; (iv) the Platform Partner is responsible for refunds related to fulfillment obligations of the prescription medication after transfer of control to the customer, as applicable; and (v) the Platform Partner has discretion in how the listed prices are displayed on the Company’s websites and mobile applications for its offerings, as applicable.

The Company estimates refunds using the expected value method primarily based on historical refunds granted to customers. The Company updates its estimate at the end of each reporting period and recognizes the estimated amount as contra-revenue with a corresponding refund liability. Sales, value-added, and other taxes are excluded from the transaction price and, therefore, from revenue.

The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue.

For sales through the Company’s websites and mobile applications, payment for prescription medication and non-prescription products is collected from the customer in accordance with contract terms a few days in advance of product shipment, or in the case of prepaid offerings, upfront with subsequent shipments typically occurring monthly, bimonthly, quarterly, or semi-annually. For service revenue, payment is collected either at the time the service is performed or, for Platform Partner arrangements, weight loss membership arrangements, and laboratory testing arrangements, in accordance with contractual terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. Contract liabilities consisting of balances related to customer prepayments are recognized as current deferred revenue on the unaudited condensed consolidated balance sheets since the associated revenue will be recognized within the following year. As of September 30, 2026 and December 31, 2025, total deferred revenue was $144.1 million and $127.2 million, respectively.

Restructuring and Other Related Charges

In March 2026, the Company announced a strategic shift for its United States weight loss offering ("2026 US WL Announcement"). As a result, the Company evolved its United States weight loss offering to match the Company's global approach towards providing access to branded glucagon-like peptide-1 receptor agonist (“GLP-1”) medications, and offering access to compounded GLP-1 medications through the platform on a limited scale. For the three and nine months ended September 30, 2026, the Company recorded $3.8 million and $41.9 million, respectively, in non-recurring restructuring and other related charges on the unaudited condensed consolidated statements of operations and comprehensive (loss) income in connection with the 2026 US WL Announcement. For the three months ended September 30, 2026, all $3.8 million is presented within operating expenses. For the nine months ended September 30, 2026, $28.5 million and $13.4 million are presented within cost of revenue and operating expenses, respectively.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this ASU expand certain expense category disclosure requirements, primarily through enhanced disclosures about inventory purchases, employee compensation, depreciation, amortization, and selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which clarified the effective date for ASU 2024-03. The ASU is effective for all public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU should be applied on a prospective basis and retrospective application is permitted. The Company is evaluating the method of adoption and the impact of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 to increase the operability of the recognition guidance considering different methods of software development. ASU 2025-06 is effective for all public entities for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. Entities may adopt the amendments using a prospective, modified, or retrospective transition approach. The Company is evaluating the method of adoption and the impact of this ASU on its consolidated financial statements and related disclosures.

3. Acquisitions

Eucalyptus

In June 2026, Horizon BidCo Pty Ltd ACN 694 778 375 (which is now H&H Australia Intermediate Holdings Pty Ltd ACN 694 778 375), an Australian proprietary company and wholly-owned subsidiary of the Company, acquired all of the outstanding equity of EUC Management Pty Ltd ACN 631 013 860 and its subsidiaries (“Eucalyptus”), a digital health and wellness platform headquartered in Australia, with operations in Australia, the United Kingdom, Germany, Ireland, Canada, and Japan. The Company acquired Eucalyptus to expand its global operations into Australia and Japan and deepen its presence in the United Kingdom, Germany, Ireland, and Canada. The purchase price for accounting purposes was $968.5 million, including cash paid upfront of $225.0 million, deferred payments totaling $683.9 million payable insix quarterly installments through the 18-month anniversary of the closing, and contingent consideration with an acquisition date fair value of $59.6 million. The contingent consideration relates to a potential aggregate earn-out payment of up to $96.6 million, upon achievement of revenue and adjusted EBITDA targets with measurements occurring for each of the 2026, 2027, and 2028 fiscal years. The Company has the option, at its sole discretion, to settle a significant majority of the deferred consideration and earn-out payments in shares of Class A common stock, subject to a cap on the aggregate number of shares issuable equal to 19.9% of the Company’s issued and outstanding Class A common stock, together with any securities issued or issuable in a financing by the Company in connection with the acquisition. No shares of the Company's Class A common stock were issued at closing of the acquisition of Eucalyptus.

The acquisition was accounted for as a business combination under the acquisition method with the purchase price being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values in Australian dollars on the acquisition date. The purchase price allocation was prepared on a preliminary basis and may be subject to further adjustments as additional information is obtained about the facts and circumstances that existed as of the acquisition date concerning the fair value of the assets acquired and liabilities assumed and any related tax impacts. The

Company expects to finalize these amounts as soon as possible, but no later than the second quarter of 2027. The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed based on the exchange rate on the closing date (in thousands):

The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement. The fair values of trade name and developed technology were determined using the relief-from-royalty method under the income approach. This involves forecasting avoided royalties, reducing them by taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. The fair value of customer relationships was determined using the multi-period excess earnings method, which involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the identified intangible assets including revenue and cash flow forecasts, customer churn rate, technology life, royalty rate, and discount rate.

The excess of the consideration paid over the fair value of net assets acquired is recorded as goodwill. The acquired goodwill of$790.3 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations, expansion of market presence, and the extension of existing customer and supply chain relationships as well as utilization of developed technology. The Company is currently planning to make a Section 338(g) election with respect to the acquisition of Eucalyptus. As a result, goodwill recognized in connection with the acquisition is expected to be deductible for U.S. income tax purposes, though it is not deductible at the statutory level. The amount of goodwill that will be deductible is not yet determinable as the Company is in the process of finalizing the tax purchase price allocation.

Certain payments to selling shareholders who are also continuing employees of Eucalyptus are accounted for as post-combination compensation expense as the payments are linked to continued service. These payments primarily relate to (i) the acceleration of unvested equity options held by continuing employee shareholders at closing, (ii) the service-based portion of cash payments to continuing employee shareholders, contingent on continued service through the original equity vesting schedules, and (iii) earn-out payments to continuing employee shareholders contingent on both continued service and the achievement of revenue and adjusted EBITDA performance targets. The Company recognized$6.0 million of compensation expense at closing which was recorded within general and administrative expenses onthe unaudited condensed consolidated statements of operations and comprehensive (loss) income. The remaining compensation amounts, totaling up to$131.3 million as of the acquisition date, will be recognized over the respective service periods through the applicable vesting or earn-out payment dates, assuming payment is probable and reasonably estimable.

The Company incurred acquisition costs of$11.4 million directly related to the acquisition which were recorded within general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

From the acquisition date through September 30, 2026, revenue recognized related to Eucalyptus represented approximately 15% and approximately 10% of total consolidated revenue for the three and nine months ended September 30, 2026, respectively. On a pro forma basis, giving effect to the acquisition as if it had been completed on January 1, 2025, revenue attributable to Eucalyptus would have represented approximately 15% of the Company’s total consolidated revenue for each of the three and nine months ended September 30, 2026 and the three months ended September 30, 2025, and approximately 10% of the Company’s total consolidated revenue for the nine months ended September 30, 2025. Additionally, earnings attributable to Eucalyptus generated during the period after the acquisition date were not considered material. Historical and pro forma disclosures related to the earnings impact of the acquisition have not been presented, as they are not considered meaningful or relevant to the evaluation of the Company’s consolidated operations.

YourBio

In January 2026, the Company completed a merger pursuant to which YourBio Health, Inc. (“YourBio”), a U.S.-based company specializing in capillary whole blood sampling technology, became a wholly-owned subsidiary of the Company. The Company entered into the merger agreement to incorporate YourBio’s blood-sampling technology into its technology portfolio. The purchase price for accounting purposes was $153.0 million, including cash paid of $142.4 million and contingent consideration with an acquisition date fair value of $10.6 million, in the form of a potential cash earn-out based on operational metrics measured over afive-year period.

The acquisition was accounted for as a business combination under the acquisition method with the purchase price being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed (in thousands):

The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement. The fair value of the developed intellectual property was determined using the multi-period excess earnings method which involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the developed intellectual property including revenue and cash flow forecasts, technology life, royalty rate, and discount rate.

The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $69.5 million represents future economic benefits expected to arise from synergies from combining operations resulting in cost savings from integrating the acquired blood-drawing technology and utilizing its devices within the Company’s lab offerings. The goodwill recognized upon acquisition is not expected to be deductible for U.S. income tax purposes.

The Company incurred acquisition costs of $1.8 million directly related to the acquisition which were recorded within general and administrative expense on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

The acquisition did not have a material impact on the Company’s revenue or earnings generated during the period after the acquisition date, and historical and pro forma disclosures have therefore not been presented.

Medici Technologies, Inc.

In November 2025, the Company acquired all of the outstanding equity of Medici Technologies, Inc., which is now Hims & Hers Canada Inc. (“Medici”), a digital health platform registered in Canada. Medici’s financial results also include a consolidated pharmacy as it is entitled to substantially all proceeds upon a liquidation or dissolution of the pharmacy entity. The acquisition established the Company’s presence in the Canadian market and furthers its goal of expanding its global operations and fulfillment capabilities. The purchase price for accounting purposes was CAD 39.1 million, or$27.8 million based on the exchange rate on the closing date, consisting of cash paid upfront of CAD 32.7 million and cash to be paid at a later date of

CAD 6.4 million, or$23.2 million and$4.6 million, respectively, based on the exchange rate on the closing date. A maximum additional amount of cash consideration of CAD 40.0 million, or $28.4 million based on the exchange rate on the closing date, is payable to the Medici founders (“Sellers”) upon satisfying certain earn-out conditions, with measurements occurring for each of the 2026 and 2027 fiscal years. This earn-out payment is subject to a continued service condition, as defined in the business combination agreement, by the Sellers, and is therefore accounted for as post-transaction compensation expense when payout becomes probable and is reasonably estimable.

The acquisition was accounted for as a business combination under the acquisition method with the purchase price being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed based on the exchange rate on the closing date (in thousands):

The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement. The fair values of developed technology and trade name were determined using the relief-from-royalty method under the income approach. This involves forecasting avoided royalties, reducing them by taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. The fair values of the customer relationships were determined using the multi-period excess earnings method which involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the identified intangible assets including revenue and cash flow forecasts, customer churn rate, technology life, royalty rate, and discount rate.

The excess of the consideration paid over the fair value of net assets acquired is recorded as goodwill. The acquired goodwill of$18.4 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations, expansion of market presence, and the extension of existing customer relationships as well as utilization of developed technology. The goodwill recognized upon acquisition is not expected to be deductible for income tax purposes.

The Company incurred acquisition costs of$1.8 million directly related to the acquisition, which were recorded within general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

Zava Global GmbH

In July 2025, the Company acquired all of the outstanding equity of Zava Global GmbH (which is now H&H Germany GmbH) and its subsidiaries (“Zava”), a digital health platform registered in Germany with operations in the United Kingdom and the European Union, to further expand its operations in the United Kingdom and to launch in the European Union. The purchase price for accounting purposes was EUR 219.2 million, or$258.0 million, based on the exchange rate on the closing date, including cash paid upfront of EUR 142.2 million and contingent consideration with an acquisition date fair value of EUR 77.0 million, or$167.3 million and$90.7 million, respectively, based on the exchange rate on the closing date. The contingent consideration primarily relates to a potential aggregate earn-out payment in cash of up to EUR 100.0 million, or$117.7 million based on the exchange rate on the closing date, upon achievement of revenue and adjusted EBITDA targets with measurements occurring for each of the 2025, 2026, and 2027 fiscal years, which is recognized as contingent consideration, and which may be paid earlier or later in accordance with certain provisions set forth in the share purchase agreement.

The acquisition was accounted for as a business combination under the acquisition method with the purchase price being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. During thenine months ended September 30, 2026, the Company recorded measurement period adjustments which did not have a material impact on goodwill. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed, inclusive of measurement period adjustments, based on the exchange rate on the closing date (in thousands):

The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement. The fair values of platform partnerships and customer relationships were determined using the multi-period excess earnings method which involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. The fair values of developed technology and trade name were determined using the relief-from-royalty method under the income approach. This involves forecasting avoided royalties, reducing them by taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the identified intangible assets including revenue and cash flow forecasts, customer churn rate, technology life, royalty rate, and discount rate.

The excess of the consideration paid over the fair value of net assets acquired is recorded as goodwill. The acquired goodwill of$140.9 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations, expansion of market presence, and the extension of existing customer and partner relationships as well as utilization of developed technology. The goodwill recognized upon acquisition is not expected to be deductible for income tax purposes.

The Company incurred acquisition costs of$8.0 million directly related to the acquisition, which were recorded within general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

C S Bio Co.

In February 2025, the Company acquired via an asset purchase agreement certain manufacturing assets from C S Bio Co. (the “Seller”), a company located in the United States. The Company entered into the asset purchase agreement in order to strengthen its supply chain capabilities. The total cash and Class A common stock consideration payable and issuable in connection with the closing of the transaction is up to$39.1 million, consisting of: (i) upfront cash and Class A common stock consideration of$32.7 million; and (ii)additional maximum of$6.4 million in Class A common stock consideration payable on the one year anniversary of closing in accordance with the terms of the asset purchase agreement. A maximum additional amount of$32.7 million in cash and/or Class A common stock consideration is payable to the Seller upon satisfying certain earn-out conditions. This earn-out payment is subject to a continued service condition, as defined in the asset purchase agreement, by the Seller’s chief executive officer, and is therefore accounted for as post-transaction compensation expense when payout becomes probable and is reasonably estimable. Additionally, as part of the transaction, the Company entered into a transition services agreement with the Seller under which the Company will receive certain services and technical support during the period of transition.

The acquisition was accounted for as an asset acquisition because it does not meet the definition of a business because there were no outputs and no employees joined the Company as part of the acquisition. When determining the fair value of tangible assets acquired, the Company estimated replacement cost, taking into consideration such factors as age, condition, and the economic useful life of the assets. No intangible assets or assumed liabilities were identified. As such, the total purchase price of $41.2 million was primarily comprised of total cash and Class A common stock consideration as described above, as well ascapitalized direct acquisition costs of $2.1 million, and was allocated on a relative fair value basis to the various tangible assets acquired. The tangible assets acquired are included as part of property, equipment, and software, net as presented on the Company’s unaudited condensed consolidated balance sheets.

Sigmund NJ, LLC, marketed as Trybe Labs

In February 2025, the Company acquired via a purchase agreement all of the membership interests of Sigmund NJ, LLC, marketed as Trybe Labs (“Trybe Labs”), a laboratory testing services business located in the United States, for total cash consideration of $5.1 million. There were no material acquired assets and assumed liabilities and the excess of the consideration paid over the fair value of the net assets acquired of $5.0 million was recorded as goodwill. The acquired goodwill represents future economic benefits expected to arise from having the capacity to add laboratory testing capabilities to the Hims & Hers platform in the future.

4. Investments

Available-for-sale investments as of September 30, 2026, consist of the following (in thousands):

As of September 30, 2026, the Company also had investments in short-term equity securities with an adjusted cost of $3.5 million, unrealized gains of $3.5 million, and a fair value of $7.0 million, all of which are recorded within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. During each of the three and nine months ended September 30, 2026, the Company recorded a realized gain on the sale of an investment in short-term equity securities of $17.1 million. Additionally, the Company had investments in long-term equity securities with an adjusted cost and fair value of $11.2 million, withno unrealized gains or losses, all of which are recorded within other long-term assets on the unaudited condensed consolidated balance sheets.

Available-for-sale investments as of December 31, 2025, consist of the following (in thousands):

As of December 31, 2025, the Company also had investments in equity securities with an adjusted cost of $20.0 million, unrealized gains of $4.4 million, and a fair value of $24.4 million, all of which are recorded within other long-term assets on the condensed consolidated balance sheets.

5. Inventory

Inventory consists of the following (in thousands):

As of September 30, 2026 and December 31, 2025, inventory classified as work-in-process was not material.

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

7. Property, Equipment, and Software, Net

Property, equipment, and software, net consist of the following (in thousands):

Depreciation and amortization expense for property, equipment, and software was $10.9 million and $8.5 million for the three months ended September 30, 2026 and 2025, respectively, and $31.1 million and $22.3 million for the nine months ended September 30, 2026 and 2025, respectively.

There wereno impairment charges for property, equipment, and software for the three months ended September 30, 2026. Impairment expense for property, equipment, and software was $1.1 million for the nine months ended September 30, 2026. Impairment charges for property, equipment, and software were not material for the three and nine months ended September 30, 2025.

8. Goodwill and Intangible Assets, Net

Goodwill

The changes in the carrying value of goodwill for the period presented are as follows (in thousands):

(1)Includes the goodwill acquired in connection with the YourBio merger and Eucalyptus acquisition, as well as measurement period adjustments related to the fair values of the assets acquired and liabilities assumed in the Zava business combination. These adjustments did not have a material impact on goodwill. See Note 3 – Acquisitions for further details.

Intangible assets, net

Intangible assets, net as of September 30, 2026 consist of the following (in thousands):

Intangible assets, net as of December 31, 2025 consist of the following (in thousands):

Amortization expense for intangible assets was $27.3 million and $9.2 million for the three months ended September 30, 2026 and 2025, respectively, and $58.5 million and $14.1 million for the nine months ended September 30, 2026 and 2025, respectively.

There wereno impairment charges on intangible assets for the three and nine months ended September 30, 2026 and 2025.

Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to September 30, 2026 is as follows (in thousands):

9. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

(1)Includes income taxes, sales taxes, and value-added taxes.

10. Operating Leases

The Company has various operating leases for fulfillment, pharmacy, and corporate facilities with lease periods expiring between fiscal years 2027 and 2041, including renewal options the Company is reasonably certain to exercise. The operating lease agreements provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company utilizes the reasonably certain threshold criteria in determining which options it will exercise.

During the nine months ended September 30, 2026, the Company executed or acquired new operating leases, resulting in aggregate additional operating lease right-of-use (“ROU”) assets of $28.7 million, including initial direct costs, along with a corresponding increase of $28.2 million to operating lease liabilities. These amounts are based on the exchange rates on the lease commencement dates, as applicable. Additionally, there were remeasurements of existing operating lease liabilities during the nine months ended September 30, 2026 which resulted in an aggregate adjustment of $19.6 million to the carrying amount of the corresponding ROU assets.

For the three months ended September 30, 2026 and 2025, the Company recorded operating lease costs of $6.7 million and $3.6 million, respectively, including variable operating lease costs of $0.7 million and $0.3 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded operating lease costs of $17.4 million and $8.5 million, respectively, including variable operating lease costs of $1.6 million and $0.6 million, respectively.

For the nine months ended September 30, 2026 and 2025, operating cash flows used for operating leases were $9.5 million and $0.7 million, respectively. As of September 30, 2026, the weighted average remaining lease term and weighted average discount rate, including for renewal options the Company is reasonably certain to exercise, was 12.4 years and 6.0%, respectively.

Future minimum lease payments under the Company's non-cancelable operating leases with an initial lease term in excess of one year subsequent to September 30, 2026 are as follows (in thousands):

11. Variable Interest Entities

As of September 30, 2026, the variable interest entities (“VIEs”) are the Affiliated Medical Groups, which are located in the United States. The Company determined that it is the primary beneficiary of these entities for accounting purposes because it has the ability to direct the activities that most significantly affect the entities’ economic performance and has the obligation to absorb the losses. Under the VIE model, the Company presents the results of operations, cash flows, and the financial position of the VIEs as part of the consolidated financial statements of the Company as if the consolidated group were a single economic entity. The assets of the VIEs can only be used to settle the obligations of the VIEs. There is no noncontrolling interest upon consolidation of the entities. The results of operations and cash flows of the VIEs are also included in the Company’s unaudited condensed consolidated financial statements.

Apostrophe Pharmacy LLC and XeCare, LLC were VIEs through April 2025 and November 2025, respectively, when, as a result of changes of ownership, they became wholly-owned subsidiaries of the Company and were no longer considered VIEs. Previously, the Company was the primary beneficiary of the entities and consolidated their operations under the VIE model. The change of ownership did not have a material impact on the Company’s unaudited condensed consolidated financial statements because they were previously fully consolidated under the VIE model and had no noncontrolling interest.

As of September 30, 2026 and December 31, 2025, the Company’s unaudited condensed consolidated balance sheets included current assets of $4.6 million and $6.9 million, respectively, and total assets of $4.7 million and $6.9 million, respectively, for the VIEs. As of September 30, 2026 and December 31, 2025, current and total liabilities were $7.1 million and $6.0 million, respectively. All amounts are after elimination of intercompany transactions, balances, and non-cash impact of operating leases.

For the three months ended September 30, 2026 and 2025, the VIEs charged $28.1 million and $95.4 million, respectively, for services rendered. For the nine months ended September 30, 2026 and 2025, the VIEs charged $83.4 million and $319.4 million, respectively, for services rendered. For the three months ended September 30, 2026 and 2025, operations of the VIEs generated net losses of $2.2 million and $7.0 million, respectively, inclusive of administrative expenses. For the nine months ended September 30, 2026 and 2025, operations of the VIEs generated net losses of $3.5 million and $20.5 million, respectively, inclusive of administrative expenses.

12. Fair Value Measurements

The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2026, is as follows (in thousands):

The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025, is as follows (in thousands):

The fair values of cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of September 30, 2026 and December 31, 2025, due to their short-term nature. The current and noncurrent deferred acquisition payable amounts, a significant majority of which is related to the Eucalyptus business combination, are a fixed monetary amount and are therefore not remeasured and are excluded from the table above. As of September 30, 2026, in connection with an amendment to the Zava share purchase agreement during the first quarter of 2026, all contingencies related to the Zava earn-out consideration for fiscal years 2026 and 2027 have been resolved and the final earn-out payment amounts have been determined, with settlement dates in fiscal years 2027 and 2028. As a result, the fair value of the current and noncurrent earn-out consideration related to the Zava business combination approximated their carrying value as of September 30, 2026 due to the payment amounts being fixed, and they are therefore excluded from the table above. The Convertible Notes are recorded at their net carrying amount on the unaudited condensed consolidated balance sheets rather than their fair value, which is a Level 2 measurement, as the Company has not elected the fair value option (refer to Note 13 – Debt for additional detail, including the fair value as of September 30, 2026). All other financial instruments, with the exception of the earn-out consideration discussed below, are valued either based on recent trades of securities in active markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. During the nine months ended September 30, 2026 and 2025, the Company had no transfers between levels of the fair value hierarchy of its assets measured at fair value.

As of September 30, 2026, in addition to the earn-out consideration discussed above, the Company had earn-out consideration related to the Medici, YourBio, and Eucalyptus business combinations. The fair values of the earn-out consideration related to the Medici business combination, some of which is current and some of which is noncurrent, approximated their carrying values as of September 30, 2026, due to all of the earn-out consideration being paid in cash and the timing of their payout being subject to estimation and, therefore, are excluded from the table above.

The noncurrent earn-out consideration related to the YourBio business combination is classified as a Level 3 fair value measurement containing significant unobservable inputs including estimates of future sales of certain devices and, therefore, is included in the table above. The fair value of the earn-out consideration is remeasured at each reporting period.

A portion of the current and noncurrent earn-out consideration related to the Eucalyptus business combination is considered post-acquisition employee expense as it is subject to a continued service condition and is not contingent consideration. As a result, this portion approximated its carrying value as of September 30, 2026, and is therefore excluded from the table above. The other portion of the current and noncurrent earn-out consideration related to the Eucalyptus business combination, which is not subject to continued service conditions, is classified as a Level 3 fair value measurement containing significant unobservable inputs including estimates of achieving certain revenue and adjusted EBITDA targets and, therefore, is included in the table above. At inception, the fair value of the earn-out consideration associated with the Eucalyptus business combination was determined based on revenue and adjusted EBITDA projections and the probability of achieving the respective revenue and adjusted EBITDA targets as evaluated using a Monte Carlo simulation. The following assumptions were used to determine the fair value at inception:

As of December 31, 2025, the earn-out consideration related to the Zava business combination, all of which was noncurrent, was classified as a Level 3 fair value measurement containing significant unobservable inputs including estimates of achieving certain revenue and adjusted EBITDA targets and, therefore, is included in the table above. At inception, the fair value of the earn-out consideration associated with the Zava business combination was determined based on revenue and adjusted EBITDA projections and the probability of achieving the respective revenue and adjusted EBITDA targets as evaluated using a Monte Carlo simulation.

The fair values of the earn-out consideration related to the Zava, YourBio, and Eucalyptus business combinations, as applicable, are remeasured at each reporting period. The change in fair value is recognized within change in fair value of liabilities on the unaudited condensed consolidated statements of operations and comprehensive (loss) income. The change in the fair value of the earn-out consideration related to the Zava, YourBio, and Eucalyptus business combinations is as follows (in thousands):

(1)Primarily driven by the impact of the amendment to the Zava share purchase agreement.

13. Debt

2030 Convertible Notes

In May 2025, the Company issued $1.0 billion aggregate principal amount of 0% convertible senior notes due 2030 (the “2030 Convertible Notes”). The 2030 Convertible Notes mature on May 15, 2030, unless earlier repurchased, redeemed, or converted, do not bear regular interest, and their principal amount will not accrete.

The total net proceeds from the issuance of the 2030 Convertible Notes, after deducting initial purchasers’ discounts and debt issuance costs, were $968.7 million.

Each $1,000 principal amount of the 2030 Convertible Notes is initially convertible into 14.1493 shares of the Company’s Class A common stock, which represents an initial conversion price of $70.67 per share of the Company’s Class A common stock and is subject to adjustment upon the occurrence of certain events specified in the terms of the notes. As of September 30, 2026, there have been no adjustments to the conversion rate of the 2030 Convertible Notes.

The 2030 Convertible Notes are convertible at the option of the holders prior to November 15, 2029 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the closing price per share of the Company’s Class A common stock exceeds 130% of the conversion price for at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during thefive consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2030 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the closing price per share of the Company’s Class A common stock on such trading day and the conversion rate on such trading day; (3) if the Company calls any or all of the 2030 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2029 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2030 Convertible Notes, at the option of the holder. As of September 30, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert were not met.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. If certain corporate events occur that constitute a “fundamental change” (as defined in the indenture governing the 2030 Convertible Notes), subject to a limited exception for certain cash mergers, holders may require the Company to repurchase for cash all or any portion of their 2030 Convertible Notes, at a cash repurchase price equal to the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2030 Convertible Notes in connection with such corporate event or during the relevant redemption period.

The Company may not redeem the 2030 Convertible Notes prior to May 19, 2028. The Company may redeem for cash all or any portion of the 2030 Convertible Notes, at its option, on or after May 19, 2028 and on or before the 25 th scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the closing price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be a cash amount equal to the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date. However, the Company may not redeem less than all of the outstanding 2030 Convertible Notes unless at least $75.0 million aggregate principal amount of 2030 Convertible Notes are outstanding and not called for redemption at the time the redemption notice is sent. No sinking fund is provided for the 2030 Convertible Notes.

Any additional interest that accrues on the 2030 Convertible Notes will accrue at a rate per annum of 0.50% of the principal amount if, on or after six months following the issue date, (i) the Company has not satisfied certain reporting conditions set forth in Rule 144(c) and (i)(2) under the Securities Act, or (ii) the 2030 Convertible Notes are not otherwise freely tradable.

If there is an event of default relating to failures by the Company to comply with certain reporting requirements, the Company may elect, at its option, that the sole remedy consist exclusively of the right of the noteholders to receive special interest on the 2030 Convertible Notes for up to 365 days at a specified rate per annum of 0.25% of the principal amount for the first 180 days on which the special interest accrues, and thereafter at a rate of 0.50%. However, in no event will special interest, together with any additional interest, accrue at a rate that exceeds 1.00% per annum.

The 2030 Convertible Notes are senior, unsecured obligations of the Company and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2030 Convertible Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

There are no requirements for any financial covenant compliance or reporting in connection with the 2030 Convertible Notes.

The net carrying amount of the 2030 Convertible Notes as of September 30, 2026 was as follows (in thousands):

For the three and nine months ended September 30, 2026, amortization of debt discount and issuance costs related to the 2030 Convertible Notes was $1.5 million and $4.6 million, respectively. For the three and nine months ended September 30, 2025, amortization of debt discount and issuance costs related to the 2030 Convertible Notes was $1.6 million and $2.4 million, respectively. The debt discount and issuance costs are being amortized into interest expense within total other income, net on the unaudited condensed consolidated statements of operations and comprehensive (loss) income over the term of the 2030 Convertible Notes at an effective interest rate of 0.64%. There wereno contractual interest expense payments for any of the periods presented.

As of September 30, 2026, the 2030 Convertible Notes had a principal amount and estimated fair value of $1.0 billion and $858.8 million, respectively. The fair value of the 2030 Convertible Notes, which are Level 2 financial instruments, was determined based on the quoted bid prices of the notes in an over-the-counter market on the last trading day of the reporting period.

2030 Capped Calls

In connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (collectively the “2030 Capped Calls”) with certain financial institutions. The 2030 Capped Calls have an initial strike price of $70.67, subject to certain adjustments specified in their terms, which corresponds to the initial conversion price of the 2030 Convertible Notes. The 2030 Capped Calls have an initial cap price of $89.95 per share, subject to certain adjustments. The 2030 Capped Calls are expected generally to reduce potential dilution to the Company’s Class A common stock upon conversion and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2030 Convertible Notes, with such reduction and/or offsets subject to a cap based on the cap price. The 2030 Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2030 Convertible Notes, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2030 Convertible Notes. The 2030 Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including certain mergers, tender offers, and public announcement of similar events. In addition, the 2030 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the 2030 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, and hedging disruptions.

For accounting purposes, the 2030 Capped Calls are treated as a separate transaction from, and not part of the terms of, the 2030 Convertible Notes. As these transactions met certain accounting criteria to be classified as equity, they are not accounted for as derivatives and will not be remeasured as long as they continue to meet the conditions for equity classification. Accordingly, the Company recorded $35.6 million as a reduction to additional paid-in capital, which represents the $47.8 million premium paid for the 2030 Capped Calls, net of the deferred tax impact of $12.2 million.

2032 Convertible Notes

In May 2026, the Company issued $402.5 million aggregate principal amount of 0% convertible senior notes due 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes mature on June 1, 2032, unless earlier repurchased, redeemed, or converted, do not bear regular interest, and their principal amount will not accrete.

The total net proceeds from the issuance of the 2032 Convertible Notes, after deducting initial purchasers' discounts and debt issuance costs, were $389.5 million.

Each $1,000 principal amount of the 2032 Convertible Notes is initially convertible into 33.8590 shares of the Company’s Class A common stock, which represents an initial conversion price of $29.53 per share of the Company’s Class A common stock and is subject to adjustment upon the occurrence of certain events specified in the terms of the notes. As of September 30, 2026, there have been no adjustments to the conversion rate of the 2032 Convertible Notes.

The 2032 Convertible Notes are convertible at the option of the holders prior to March 1, 2032 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026, if the closing price per share of the Company’s Class A common stock exceeds 130% of the conversion price for at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during thefive consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) if the trading price per $1,000 principal amount of 2032 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the closing price per share of the Company’s Class A common stock on such trading day and the conversion rate on such trading day; (3) if the Company calls any or all of the 2032 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2032 and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2032 Convertible Notes, at the option of the holder. As of September 30, 2026, the conditions allowing holders of the 2032 Convertible Notes to convert were not met.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. If certain corporate events occur that constitute a “fundamental change” (as defined in the indenture governing the 2032 Convertible Notes), subject to a limited exception for certain cash mergers, holders may require the Company to repurchase for cash all or any portion of their 2032 Convertible Notes, at a cash repurchase price equal to the principal amount of the 2032 Convertible Notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2032 Convertible Notes in connection with such corporate event or during the relevant redemption period.

The Company may not redeem the 2032 Convertible Notes prior to June 6, 2029. The Company may redeem for cash all or any portion of the 2032 Convertible Notes, at its option, on or after June 6, 2029 and on or before the 25 th scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the closing price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be a cash amount equal to the principal amount of the 2032 Convertible Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date. However, the Company may not redeem less than all of the outstanding 2032 Convertible Notes unless at least $75.0 million aggregate principal amount of 2032 Convertible Notes are outstanding and not called for redemption at the time the redemption notice is sent. No sinking fund is provided for the 2032 Convertible Notes.

Any additional interest that accrues on the 2032 Convertible Notes will accrue at a rate per annum of 0.50% of the principal amount if, on or after six months following the issue date, (i) the Company has not satisfied certain reporting conditions set forth in Rule 144(c) and (i)(2) under the Securities Act, or (ii) the 2032 Convertible Notes are not otherwise freely tradable.

If there is an event of default relating to failures by the Company to comply with certain reporting requirements, the Company may elect, at its option, that the sole remedy consist exclusively of the right of the noteholders to receive special interest on the 2032 Convertible Notes for up to 365 days at a specified rate per annum of 0.25% of the principal amount for the first 180 days on which the special interest accrues, and thereafter at a rate of 0.50%. However, in no event will special interest, together with any additional interest, accrue at a rate that exceeds 1.00% per annum.

The 2032 Convertible Notes are senior, unsecured obligations of the Company and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2032 Convertible Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

There are no requirements for any financial covenant compliance or reporting in connection with the 2032 Convertible Notes.

The net carrying amount of the 2032 Convertible Notes as of September 30, 2026 was as follows (in thousands):

For the three and nine months ended September 30, 2026, amortization of debt discount and issuance costs related to the 2032 Convertible Notes was $0.6 million and $0.8 million, respectively. The debt discount and issuance costs are being amortized into interest expense within total other income, net on the unaudited condensed consolidated statements of operations and comprehensive (loss) income over the term of the 2032 Convertible Notes at an effective interest rate of 0.55%. There wereno contractual interest expense payments for any of the periods presented.

As of September 30, 2026, the 2032 Convertible Notes had a principal amount and estimated fair value of $402.5 million and $503.8 million, respectively. The fair value of the 2032 Convertible Notes, which are Level 2 financial instruments, was determined based on the quoted bid prices of the notes in an over-the-counter market on the last trading day of the reporting period.

2032 Capped Calls

In connection with the issuance of the 2032 Convertible Notes, the Company entered into privately negotiated capped call transactions (collectively the "2032 Capped Calls") with certain financial institutions. The 2032 Capped Calls have an initial strike price of $29.53, subject to certain adjustments specified in their terms, which corresponds to the initial conversion price of the 2032 Convertible Notes. The 2032 Capped Calls have an initial cap price of $50.15 per share, subject to certain adjustments. The 2032 Capped Calls are expected generally to reduce potential dilution to the Company’s Class A common stock upon conversion and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2032 Convertible Notes, with such reduction and/or offsets subject to a cap based on the cap price. The 2032 Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2032 Convertible Notes, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2032 Convertible Notes. The 2032 Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including certain mergers, tender offers, and public announcement of similar events. In addition, the 2032 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the 2032 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, and hedging disruptions.

For accounting purposes, the 2032 Capped Calls are treated as a separate transaction from, and not part of the terms of, the 2032 Convertible Notes. As these transactions met certain accounting criteria to be classified as equity, they are not accounted for as derivatives and will not be remeasured as long as they continue to meet the conditions for equity classification. Accordingly, the Company recorded $27.3 million as a reduction to additional paid-in capital, which represents the $36.7 million premium paid for the 2032 Capped Calls, net of the deferred tax impact of $9.4 million.

Revolving Credit Facility

In February 2025, the Company entered into a Revolving Credit and Guaranty Agreement (the “Revolving Credit Agreement”) with certain lenders and JPMorgan Chase Bank, N.A., as the administrative and collateral agent, which provides for athree-year $175.0 million senior secured revolving credit facility (the “Credit Facility”). The Credit Facility additionally includes letter of credit and swing line loan sub-limits of $40.0 million and $20.0 million, respectively, and an accordion option, which, if exercised, would allow the Company to increase the aggregate commitment amount by up to $125.0 million, plus additional amounts if the Company is able to satisfy a leverage test and certain other conditions. The obligations under the Credit Facility are secured by a lien on substantially all of the Company’s assets, and are guaranteed by certain of the Company’s material domestic subsidiaries. The commitments under the Credit Facility expire on February 18, 2028.

Loans under the Credit Facility bear interest, at the Company’s election, at either (a) an adjusted term Secured Overnight Financing Rate plus 0.10% plus a margin of 1.50% -2.00%, depending on the Company’s total leverage ratio, or (b) an alternative base rate plus a margin of 0.50% -1.00%, depending on the Company’s total leverage ratio. Loans under the Credit Facility may also be made in Canadian Dollars, Euros, and Sterling, at comparable interest rates. The Company is required to pay a fee on the average daily undrawn portion of the aggregate commitments that accrues at 0.20% -0.30% per annum, depending on the Company’s total leverage ratio.

The Credit Facility also allows the Company to issue letters of credit, which reduce the amount that can be borrowed. The Company is required to pay a commission on any outstanding letters of credit that accrues at 1.50% -2.00% per annum, depending on the Company’s total leverage ratio, and a fronting fee that accrues at 0.125% per annum.

The Credit Facility contains customary conditions to borrowing, events of default and covenants, including but not limited to negative covenants that restrict the Company’s ability to incur indebtedness, grant liens, make distributions, pay dividends, repurchase shares, make investments and engage in transactions with the Company’s affiliates, in each case subject to certain exceptions. The Credit Facility also requires the Company to maintain a total leverage ratio of no greater than 3.50 to 1.00 and an interest coverage ratio of no less than 3.00 to 1.00.

As of September 30, 2026, the Company had $14.0 million in letters of credit outstanding under the Credit Facility sub-limit and $161.0 million remained available under the Credit Facility. The letters of credit are issued as security deposits for certain of the Company’s facilities. These security deposits are required to be maintained and issued to the respective landlord or service provider. The Company draws on the Credit Facility from time to time and, as of September 30, 2026, no loans were outstanding under the Credit Facility and the Company was in compliance with all conditions and covenants thereunder.

In May 2026, the Company entered into an amendment to the Revolving Credit Agreement which modifies the definition of the numerator used in the calculation of total leverage ratio in the Revolving Credit Agreement by expanding the definition of “cash equivalents” to include investments made in accordance with the investment policy adopted by the Company’s Board of Directors. The total leverage ratio that the Company is required to maintain did not change.

In May 2026, the Company entered into an additional amendment to the Revolving Credit Agreement which, among other things, establishes joinder obligations for the Company's material foreign subsidiaries and increases downstream investment capacity in non-loan party subsidiaries.

In June 2026, the Company entered into an amendment to the Revolving Credit Agreement which, among other things, amends certain provisions of the Revolving Credit Agreement to permit the Company and its subsidiaries to enter into the RPA (see Note 2– Summary of Significant Accounting Policies for additional details).

In August 2026, the Company entered into an amendment to the Revolving Credit Agreement which, among other things, provides for the exclusion of certain subsidiaries from guarantee requirements under the Credit Facility, subject to specified conditions.

14. Commitments and Contingencies

Purchase Obligations

The Company has non-cancelable contractual obligations with remaining terms in excess of one year to make future purchases, primarily related to cloud-based software contracts used in operations and minimum commitments for inventory purchases. As of September 30, 2026, non-cancelable purchase obligations with remaining terms in excess of one year were $62.1 million, with $5.2 million payable in 2026, $20.3 million payable in 2027, $19.8 million payable in 2028, $11.4 million payable in 2029, and $5.4 million payable in 2030.

Lease Commitments

Refer to Note 10– Operating Leases for discussion of the Company’s future lease commitments.

Indemnifications

The Company has certain stand-ready obligations to provide indemnifications in the normal course of business under various contractual arrangements, which are recorded on the consolidated balance sheets at fair value. As of September 30, 2026, the maximum potential amount of future payments the Company could be required to make under these arrangements was approximately $50 million, and the fair value of these obligations was considered immaterial to the unaudited condensed consolidated balance sheets. Historically, there have been no such indemnification claims.

Legal Proceedings

In addition to the legal matters described below, the Company is, from time to time, a party to litigation, various claims, and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions, or relief. Other than the matters set forth below, management is not currently aware of any matters that the Company believes would reasonably be likely to have a material adverse impact on its business, financial position, results of operations, or cash flows.

In October 2023, the Federal Trade Commission (the “FTC”) issued to the Company a Civil Investigative Demand (the “CID”) requesting information regarding the Company's privacy, advertising, subscription, and cancellation practices as part of a non-public investigation related to the Federal Trade Commission Act (“FTC Act”) and the Restore Online Shoppers’ Confidence Act (“ROSCA”). The Company responded cooperatively to the CID and related follow-up requests from the FTC while seeking to engage constructively with the FTC to resolve this matter. The Company engaged in good faith settlement negotiations with the FTC, but these negotiations were unsuccessful. On July 29, 2026, the FTC, along with the Utah Division of Consumer Protection and Los Angeles County on behalf of the People of the State of California, filed a complaint in the U.S. District Court for the Northern District of California against the Company alleging violations of Section 5 of the FTC Act and certain provisions of ROSCA and analogous state statutes seeking a permanent injunction, monetary relief for an unspecified amount, civil penalties, and other relief as determined by the court. On October 22, 2026, the Company filed a motion to dismiss the complaint, which is currently set for hearing on January 14, 2027.

The Company believes it has meritorious arguments and intends to vigorously defend against the alleged claims. However, the outcome of litigation is inherently uncertain. As of September 30, 2026, the Company had recorded a legal contingency accrual of approximately $60 million for this matter in accordance with ASC 450, Contingencies. The amount of the accrual may decrease or increase materially in future periods as the litigation progresses and additional information becomes available. In view of the uncertainties and complexities associated with this matter, the Company is unable to reasonably predict the outcome of this litigation or to estimate a reasonably possible financial loss or range of financial loss in excess of the amount accrued. There can be no assurance that the Company will prevail in the litigation or otherwise achieve a favorable outcome. The defense or resolution of this matter could involve significant monetary costs or penalties and could materially adversely affect the Company’s financial condition, results of operations, or business. In addition, any non-monetary remedies or compliance obligations imposed in connection with the resolution of this matter could adversely affect the Company’s business operations.

Following the filing of the FTC action, a putative class action was filed against the Company in the U.S. District Court for the Northern District of California (Doe v. Hims & Hers Health, Inc.), asserting claims arising from substantially the same underlying facts alleged in the FTC action, including claims under the Electronic Communications Privacy Act, the California Invasion of Privacy Act, the California Confidentiality of Medical Information Act, and other state statutory and common law theories on behalf of a putative nationwide class and California subclass. The complaint seeks statutory and compensatory damages, punitive damages, and injunctive relief. The Company believes it has meritorious arguments and intends to defend vigorously against the alleged claims. At this time, the Company is unable to reasonably predict the outcome of this litigation or to estimate a reasonably possible financial loss or range of financial loss.

On September 1, 2026, a putative securities class action was filed in the U.S. District Court for the Northern District of California against the Company and certain of its executives, captioned Velanki v. Hims & Hers Health, Inc., et al., No. 3:26-cv-09313 (the “Velanki Action”). The complaint is brought on behalf of a proposed class of purchasers of the Company’s securities between August 4, 2025 and July 29, 2026, and alleges violations of securities laws in connection with alleged misrepresentations and omissions in the Company’s periodic reports regarding its privacy and billing practices, as alleged in the FTC action. The Velanki Action seeks an unspecified amount of damages as well as attorneys’ fees and other relief. The Company does not currently consider a loss on this lawsuit to be probable.

Prior to the Company’s acquisition of Eucalyptus, the Therapeutic Goods Administration (the “TGA”) issued compulsory notices to certain subsidiaries of Eucalyptus between September 2023 and August 2025. The notices required such subsidiaries to produce information and documents in connection with the TGA’s investigation into the subsidiaries’ alleged non-compliance in 2023 and 2024 with certain Australian advertising laws governing the online advertising of prescription medicines. Eucalyptus has cooperated with the TGA since the investigation commenced and continues to do so. At this time, the Company is unable to reasonably predict the outcome of this matter or to estimate a reasonably possible financial loss or range of financial loss. Pursuant to the definitive agreements for the acquisition of Eucalyptus, and subject to the terms and conditions set forth therein, the Company is entitled to indemnification from certain warrantors for losses arising from this matter. Accordingly, the Company does not currently expect this matter to have a material adverse effect on its business, results of operations, or financial condition.

On June 25, 2025, two putative securities class action lawsuits were filed in the United States District Court for the Northern District of California against the Company and certain of its executives, and were later consolidated by the court as In re Hims & Hers Health, Inc. Securities Litigation, No. 25-cv-05315 (the “Securities Action”). The amended consolidated complaint was filed on January 29, 2026 on behalf of a proposed class of purchasers of the Company’s Class A common stock and a proposed class of purchasers of derivative securities referencing the Company’s Class A common stock between April 29, 2025 and June

22, 2025, and alleges violations of securities laws in connection with alleged misrepresentations regarding the Company’s business, operations, and prospects, and in particular, with respect to the business relationship between the Company and Novo Nordisk. The Securities Action seeks an unspecified amount of damages as well as attorneys’ fees and other relief. The Company does not currently consider a loss on this lawsuit to be probable.

Putative shareholder derivative lawsuits (the “Derivative Actions”) were filed in the United States District Court for the Northern District of California against certain of the Company’s directors and executives. The Derivative Actions are captioned Jones v. Dudum, et al., No. 25-cv-5866 (N.D. Cal.) (filed July 14, 2025), Herman v. Dudum, et al., No. 25-cv-6326 (N.D. Cal.) (filed July 29, 2025), and Popper v. Dudum, et al., No. 25-cv-7337 (N.D. Cal.) (filed August 29, 2025). The Company is a nominal defendant. The Derivative Actions relate to the matters alleged in the Securities Action, and allege breaches of fiduciary duty by the individual defendants, among other claims. Proceedings in the Derivative Actions are currently stayed. The Derivative Actions seek an unspecified amount of damages from the individual defendants as well as attorneys’ fees and other relief. The Company does not currently consider a loss on these lawsuits to be probable.

On February 9, 2026, Novo Nordisk A/S and Novo Nordisk Inc. (together, “Novo Nordisk”) filed a lawsuit in the U.S. District Court for the District of Delaware captioned Novo Nordisk A/S, et al. v. Hims & Hers Health, Inc., et al., No. 1:26-cv-0014. The complaint asserts claims for patent infringement related to Novo Nordisk’s U.S. Patent No. 8,129,343 (the “‘343” patent) in connection with compounded GLP-1 products containing semaglutide available, based on a prescription, through the Company’s digital platform. Novo Nordisk seeks a declaration that the Company has infringed the ‘343 patent, and an award of monetary damages, including enhanced damages related to the Company’s alleged willful infringement. Novo Nordisk also included in the complaint a request for permanent injunction, to bar the Company from continuing its activities related to products containing semaglutide until after the ‘343 patent expires on December 5, 2031. On March 9, 2026, Novo Nordisk voluntarily dismissed all claims without prejudice and the Court closed the case, while reserving the right to refile in the future.

15. Stockholders’ Equity

Common Stock

The Company hastwo classes of common stock, Class A and Class V common stock. The rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights.

Share Repurchase Programs

In July 2024, the Board of Directors authorized and approved a share repurchase program (the “2024 Share Repurchase Program”) pursuant to which the Company was authorized to repurchase up to $100.0 million of the Company’s Class A common stock. During each of the three and nine months ended September 30, 2025, the Company repurchased and retired 192,258 shares of Class A common stock under the 2024 Share Repurchase Program for $9.5 million. As of December 31, 2025, the entire $100.0 million originally available under the 2024 Share Repurchase Program had been utilized.

In November 2025, the Board of Directors authorized and approved a new share repurchase program (the “2025 Share Repurchase Program”) pursuant to which the Company may repurchase up to $250.0 million of the Company’s Class A common stock. The 2025 Share Repurchase Program expires on November 11, 2028. The Company intends to use the 2025 Share Repurchase Program to repurchase shares on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. The 2025 Share Repurchase Program may be suspended or discontinued at any time. During the three and nine months ended September 30, 2026, the Company didnot repurchase any shares of Class A common stock under the 2025 Share Repurchase Program. As of September 30, 2026, $225.0 million remains available under the 2025 Share Repurchase Program.

RSU Releases

During the three and nine months ended September 30, 2026, the Company released 1,719,975 and 7,446,607 gross shares of Class A common stock upon vesting of restricted stock units (“RSUs”), including Performance RSUs (“PRSUs”). In connection with the releases,670,164 and 3,016,723 shares of Class A common stock were withheld for the payment of employee taxes. During the three and nine months ended September 30, 2025, the Company released 1,632,355 and 5,416,067 gross shares of

Class A common stock upon vesting of RSUs. In connection with the releases,600,783 and 2,021,289 shares of Class A common stock were withheld for the payment of employee taxes.

2017 Stock Plan and 2020 Equity Incentive Plan

In July 2017, Hims, Inc. (“Hims”) adopted the 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, the board of directors of Hims granted awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, and other stock awards to employees, directors, and consultants of Hims.

In January 2021, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and reserved 21,000,000 authorized shares of Class A common stock the Company could issue. In addition, up to 19,000,000 shares of Hims Class A common stock subject to awards granted under the 2017 Plan that were forfeited, expired, or lapsed unexercised or unsettled could be added to the 2020 Plan reserve. Beginning on January 1, 2022 and ending on January 1, 2031, the number of authorized shares of Class A common stock under the 2020 Plan will automatically increase each fiscal year by 5% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year unless the Board of Directors approves a lesser number. As of December 31, 2025, there were 65,403,042 and 23,376,897 shares of Class A common stock reserved and available for grant, respectively, under the 2020 Plan. For the nine months ended September 30, 2026, no shares of Class A common stock subject to awards granted under the 2017 Plan that were forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. On January 1, 2026,11,362,276 sharesof Class A common stock were automatically added to the 2020 Plan reserve. Therefore, as of September 30, 2026, there were 76,765,318 shares of Class A common stock reserved and 25,782,110 shares of Class A common stock available for grant under the 2020 Plan. There wereno more shares available for grant under the 2017 Plan since the 2017 Plan was replaced by the 2020 Plan.

2020 Employee Stock Purchase Plan

In January 2021, the Board of Directors adopted the Company’s Employee Stock Purchase Plan (“ESPP”). The total shares of Class A common stock initially reserved under the ESPP is limited to 4,000,000 shares of Class A common stock. Beginning on January 1, 2022 and ending on January 1, 2041 (unless extended by the Board of Directors and approved by the Company’s shareholders), the number of authorized shares of Class A common stock under the ESPP will automatically increase each fiscal year by the lesser of (i)1% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year, (ii)12,000,000 shares of Class A common stock, or (iii) a number of shares of Class A common stock determined by the Board of Directors. As of December 31, 2025, there were 6,047,919 and 3,939,611 shares of Class A common stock reserved and available for issuance, respectively, under the ESPP. During the nine months ended September 30, 2026 and 2025, the Company issued 213,494 and 251,818 shares of Class A common stock, respectively, under the ESPP. No shares were issued under the ESPP during the three months ended September 30, 2026 and 2025. There wereno shares added to the ESPP reserve on January 1, 2026. Therefore, as of September 30, 2026, there were 6,047,919 shares of Class A common stock reserved for issuance under the ESPP and 3,726,117 shares of Class A common stock available for issuance under the ESPP.

Under the ESPP, eligible employees may purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the Company’s compensation committee. The purchase price is 85% of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period or the fair market value on the purchase date. Under the ESPP, the Company may specify offering periods with durations of not more than 27 months, and may specify shorter purchase periods within each offering period.

Employees participating in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. As of September 30, 2026, $3.0 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase periods ending November 2026.

As of September 30, 2026, there was $7.5 million of unrecognized stock-based compensation related to the ESPP which is expected to be recognized over a weighted average period of 1.43 years.

Stock Options

Stock options granted by the Company to new employees generally vest over four years, with 25% vestingone year after the vesting commencement date and then 1/48th of the total grant vesting monthly thereafter. Options granted to existing employees generally vest 1/48th of the total grant monthly over four years. Options granted are exercisable within a period not exceedingten years from the grant date. Excluding the performance stock options granted to the CEO outlined below, no new stock options have been granted since March 2023.

In June 2020, the board of directors of Hims granted 3,246,139 and 1,623,070 performance stock options to the CEO with an exercise price of $2.43 to vest upon either (i) an acquisition of the Company with per share consideration equal to at least $22.99 and $38.31, respectively, or (ii) a per share price on a public stock exchange that is at least equal to $22.99 and $38.31, respectively. The CEO is required to be employed at the time the per share consideration/price is achieved in order to receive the awards, but the awards are not subject to any other service condition. The Company recognized expense related to these awards based on the fair value and derived service period as measured using a Monte Carlo simulation model, and the expense is accelerated if the requirements outlined in (i) and (ii) above are achieved. The grant date fair value was $16.6 million for these awards. The $22.99 per share price threshold related to awards for the 3,246,139 stock options was achieved in February 2021. The $38.31 per share threshold related to awards for the 1,623,070 stock options was achieved in February 2025. As of September 30, 2026,3,229,134 of these stock options have been exercised at a weighted average exercise price of $2.43. As of September 30, 2026, all stock-based compensation expense for the awards has been recognized.

In February 2022, the Board of Directors granted 2,085,640 performance stock options to the CEO with an exercise price of $5.01 that vest infour equal tranches. On each anniversary date after February 24, 2022,25% of the shares subject to the options will vest provided that (i) the CEO is employed on the anniversary date and (ii) the closing price of the Company’s Class A common stock is more than $10 per share in 20 of the 30 trading days prior to the anniversary date. The award is not subject to any other service condition. Vesting is cumulative in subsequent years if the market condition was not previously met. The Company recognizes expense related to this award for each tranche individually based on the fair value and requisite service period, which is the greater of the derived service period and the explicit service period. The fair value and the derived service term of the market condition were both measured using a Monte Carlo simulation model. The total grant date fair value was $3.8 million for this award. As of September 30, 2026, all 2,085,640 shares have vested andno shares have been exercised. As of September 30, 2026, all stock-based compensation expense for the award has been recognized.

In March 2025, the Board of Directors granted 557,244 performance stock options to the CEO with an exercise price of $34.71 that vest at the end of athree-year period, with the number of shares earned ranging from 0% to 250% of the target, provided that (i) the CEO remains employed at the end of the period and (ii) the Company achieves certain revenue and Adjusted EBITDA performance metrics related to the 2027 fiscal year. The total grant date fair value was $11.0 million, which was based on the probable achievement of 100% of the target and measured using the Black-Scholes option pricing model. The assumptions used in the model were an expected term of 6.41 years, an expected volatility of 54.0%, a risk-free interest rate of 4.0%, and an expected dividend yield of 0%. As of September 30, 2026, there was $4.4 million of remaining compensation expense to be recognized over a period of 1.42 years. The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis.

In March 2026, the Board of Directors granted 665,456 performance stock options to the CEO with an exercise price of $25.88 that vest at the end of athree-year period, with the number of shares earned ranging from 0% to 250% of the target, provided that (i) the CEO remains employed at the end of the period and (ii) the Company achieves certain revenue and Adjusted EBITDA performance metrics related to the 2028 fiscal year. The total grant date fair value was $11.0 million, which was based on the probable achievement of 100% of the target and measured using the Black-Scholes option pricing model. The assumptions used in the model were an expected term of 6.49 years, an expected volatility of 64.5%, a risk-free interest rate of 3.9%, and an expected dividend yield of 0%. As of September 30, 2026, there was $8.9 million of remaining compensation expense to be recognized over a period of 2.42 years. The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis.

Option activity (excluding the performance stock options granted to the CEO outlined above) is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years):

The intrinsic value of vested options exercised was $47.6 million.

As of September 30, 2026, there was $0.3 million of unrecognized stock-based compensation expense related to unvested stock options (excluding the performance stock options granted to the CEO outlined above) which is expected to be recognized over a weighted average period of 0.40 years.

The options outstanding and exercisable as of September 30, 2026 (excluding the performance stock options granted to the CEO outlined above) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price):

RSUs

RSUs for new employees generally vest over four years, with 25% vestingone year after the vesting commencement date on the first Company Quarterly Vesting Date (defined below) and the remaining grant vesting quarterly thereafter on the specified vesting dates of: (i) prior to July 1, 2026: March 15, June 15, September 15, and December 15; and (ii) effective July 1, 2026: February 15, May 15, August 15, and November 15 (each, a “Company Quarterly Vesting Date” or collectively, “Company Quarterly Vesting Dates”). Additional RSUs granted to current employees generally vest quarterly on Company Quarterly Vesting Dates over four years.

RSU activity (excluding the PRSUs outlined below) is as follows (in thousands, except for weighted average grant date fair value):

As of September 30, 2026, there was $486.7 million of unrecognized stock-based compensation expense related to unvested RSUs (excluding the PRSUs outlined below) which is expected to be recognized over a weighted average period of 2.95 years.

Performance RSUs

In March 2023, the Board of Directors granted awards of 1,115,709 target shares of PRSUs to certain executive officers, of which 11,408 target shares were forfeited. The PRSUs were to vest at the end of athree-year period, with the number of shares to be earned ranging from 0% to 200% of the target, provided that (i) the recipient remained employed at the end of the period and (ii) the Company achieved certain revenue and Adjusted EBITDA performance metrics related to the 2025 fiscal year. The total grant date fair value of the awards was $12.9 million, which was based on the probable achievement of 100% of the target. Based on fiscal year 2025 results, the actual number of shares earned was 200% of the target, and the 2,208,602 shares underlying these PRSUs vested during the first quarter of 2026.

In February 2024, the Board of Directors granted awards of 1,218,467 target shares of PRSUs to certain executive officers and senior leadership. As of September 30, 2026,267,697 of these shares subject to PRSUs have been forfeited. The PRSUs vest at the end of athree-year period, with the number of shares earned ranging from 0% to 200% of the target, provided that (i) the recipient remains employed at the end of the period and (ii) the Company achieves certain revenue and Adjusted EBITDA performance metrics related to the 2026 fiscal year. The total grant date fair value of the awards was $16.2 million, which was based on the probable achievement of 100% of the target.

As of September 30, 2026, there was unrecognized stock-based compensation expense related to unvested PRSUs of $2.4 million, which is expected to be recognized over a weighted average period of 0.46 years. The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis.

Warrants

During September 2026, the last remaining outstanding historical Class A common stock warrants issued to nonemployees in connection with vendor service agreements expired. These 271,962 warrants had a weighted average exercise price of $1.75 and a weighted average contractual term of 7.01 years. As a result of their expiration, there were no warrants outstanding as of September 30, 2026.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2026 and 2025 (in thousands):

The Company capitalized $3.1 million and $1.0 million of stock-based compensation as internal-use software for the three months ended September 30, 2026 and 2025, respectively, and $6.8 million and $2.6 million for the nine months ended September 30, 2026 and 2025, respectively.

16. Related-Party Transactions

For the nine months ended September 30, 2025, the Company recorded $2.7 million, within operating expenses on the unaudited condensed consolidated statements of operations and comprehensive (loss) income for payments made to Woolly Labs, Inc. (d/b/a Vouched) (“Vouched”), a former related-party company that provides identity verification services. As a result of an executive leadership change at the Company in the second quarter of 2025, Vouched was no longer considered a related party as of July 1, 2025.

17. Basic and Diluted Net (Loss) Income per Share

The Company uses the two-class method to calculate net (loss) income per share. No dividends were declared or paid for the three and nine months ended September 30, 2026 and 2025. Undistributed earnings for each period are allocated equally to participating securities based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. The Company’s basic net (loss) income per share is computed by dividing the net (loss) income attributable to common stockholders by the weighted average shares of common stock outstanding during the period. The Company’s diluted net (loss) income per share is computed by dividing the net (loss) income attributable to common stockholders by the weighted average shares of common stock outstanding and, when dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is reflected in diluted net (loss) income per share by application of the treasury stock method and if-converted method.

The following table sets forth the computation of the Company’s basic and diluted net (loss) income per share attributable to common stockholders for the three and nine months ended September 30 (in thousands, except share and per share amounts):

The following table discloses weighted average Class A securities that were not included in the computation of diluted net (loss) income per share as their inclusion would have been anti-dilutive:

The Capped Calls entered into in connection with the Convertible Notes were excluded from the calculation of diluted net (loss) income per share as the effect would have been anti-dilutive. There wereno Class V securities that were excluded from the computation of diluted net (loss) income per share for the periods presented.

18. Segments

The CODM utilizes net (loss) income as the measure of segment profit or loss. The CODM uses net (loss) income to evaluate return on assets and decide whether to reinvest profits into the segment or into other new investment opportunities.

In addition to the unaudited condensed consolidated statements of operations and comprehensive (loss) income, the CODM is regularly provided with financial information that includes the following captions when assessing the performance and allocation of resources: cost of revenue, customer acquisition costs (comprising advertising and media costs associated with the Company’s efforts to acquire new customers, promote its brands, and build awareness for its products and services, including advertising in digital media, social media, television, radio, out-of-home media, and various other media outlets and excluding content production costs), employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) by operating expense caption, and stock-based compensation by operating expense caption. These are significant segment expenses, as they are regularly provided to the CODM.

The table below highlights the segment’s revenue, expenses, and net (loss) income for the three and nine months ended September 30, 2026 and 2025 (in thousands):

(1) Other segment items included in segment net (loss) income primarily consist of professional services, fulfillment, transaction processing, technology, and other general operating costs.

In addition to the segment’s operating results, the CODM is regularly provided with total assets as reported on the Company’s unaudited condensed consolidated balance sheets as well as the expenditures for both purchases of property, equipment, and intangible assets, and investment in website development and internal-use software, which are reported on the Company’s consolidated statements of cash flows and totaled $39.4 million and $69.3 million during the three months ended September 30, 2026 and 2025, respectively, and $108.0 million and $178.7 million during the nine months ended September 30, 2026 and 2025, respectively.

19. Income Tax

The effective income tax rate was 28.6% and (29.1)%, respectively, for the three months ended September 30, 2026 and 2025 and 12.1% and (2.1)%, respectively, for the nine months ended September 30, 2026 and 2025. The effective tax rate differs from the U.S. federal rate in 2026 primarily due to the windfall tax benefit on stock compensation activity, the executive compensation addback under Internal Revenue Code Section 162(m), generation of research and development tax credits, transaction costs, acquisition earn-outs and compensation, and state taxes. The effective tax rate differs from the U.S. federal rate in 2025 primarily due to the windfall tax benefit on stock compensation activity, the executive compensation addback under Internal Revenue Code Section 162(m), generation of research and development tax credits, and state taxes.

For interim periods, the Company has historically utilized the estimated annual effective tax rate method under which the Company determined its provision for income taxes based on the current estimate of its annual effective tax rate for all jurisdictions. For the three months ended March 31, 2026, the Company utilized the discrete effective tax rate method for its domestic subsidiaries, while continuing to utilize the estimated annual effective rate methodology for its foreign subsidiaries. The discrete method treats the year-to-date period as if it were the annual period and determines the interim income taxes on that basis. Due to the significant estimation uncertainty for the domestic forecast in the first quarter of 2026 as a result of the 2026 US WL Announcement as described in Note 2– Summary of Significant Accounting Policies, the Company could not reliably estimate its U.S. federal annual effective tax rate, and a discrete tax computation was utilized in the quarter. Given the data available during the second and third quarters of 2026, the Company was able to reasonably estimate the domestic earnings for the full year and utilized the annualized effective tax rate method for the second and third quarters of 2026.