What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-27 · 36 added, 17 removed, 129 unchanged (29% of the section changed)

6 unchanged sentences

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of December 31, 2022, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and

The design of disclosure controls and procedures also is

based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of December 31, 2023, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

12 unchanged sentences

Other Information

Insider Trading Arrangements

During the fiscal quarter ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:

Name and Title of Insider Adoption, Modification or Termination Applicable Date Duration of Trading Arrangement Rule 10b5-1 Trading Arrangement?

Aggregate Number of Securities Subject to the Trading Arrangement

Melissa Baird , Chief Operating Officer

Adoption 11/21/2023 3/5/2024 - 9/5/2024 Y 370,125

Andrew Dudum , Chief Executive Officer

Adoption 11/29/2023 3/1/2024 - 11/29/2024 Y 3,000,000

Lynne Chou O’Keefe , Director

Adoption 12/12/2023 6/17/2024 - 12/17/2024 Y 49,843

Michael Chi , Chief Marketing Officer

Adoption 12/07/2023 3/7/2024 - 9/18/2024 Y 939,288

Michael Chi , Chief Marketing Officer

Termination (2)

12/15/2023 3/7/2024 - 9/18/2024 Y 939,288

______________

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

(2) The insider’s trading arrangement was entered into in error and promptly terminated.

No securities were purchased or sold under the trading arrangement.

Disclosures Regarding Foreign Jurisdictions That Prevent Inspections

6 unchanged sentences

The Code of Conduct applies to all of our employees, officers, and directors, as well as all of our contractors, consultants, suppliers, and agents in connection with their work for us.

The full text of our Code of Conduct is posted on the investor relations page of our website at https://investors.forhims.com/governance.

The full text of our Code of Conduct is posted on the investor relations page of our website at https://investors.hims.com/governance.

We intend to disclose future amendments to, or waivers of, our Code of Conduct, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings.

24 unchanged sentences

001-38986), filed with the SEC on January 26, 2021).

4.2 Description of registered securities*

4.2 Description of registered securities (incorporated by reference to Exhibit 4.2 to the Registra nt ’ s Annual Report on Form 10-K (File No.

001- 38986), filed with the SEC on February 27 , 2023 ).

10.1 Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-38986), filed with the SEC on October 1, 2020).

10.2 Registration Rights Agreement, dated as of January 20, 2021, by and among Hims & Hers Health, Inc.

and Oaktree Acquisition Holdings, L.P.

(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-38986), filed with the SEC on January 26, 2021).

10.2 Amended and Restated Investors’ Rights Agreement, dated as of September 30, 2020, by and among Hims & Hers Health, Inc.

2 unchanged sentences

Hims & Hers Health, Inc.

2020 Equity Incentive Plan and forms of agreement thereunder .

2020 Equity Incentive Plan and forms of agreement thereunder (incorp o r ated by reference to Exhibit 10.4 to the Registrant ’ s Annual R eport on Form 10-K (File No.

001-38986), filed wi th the SEC on February 27, 2023) .

Form of Hims & Hers Health, Inc.

2 unchanged sentences

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Registrant’s Proxy Statement/Prospectus on Form S-4/A filed with the SEC on December 22, 2020).

10.7+ Form of Change in Control and Severance Agreement.*

10.8+ Employment Agreement, dated as of December 21, 2020, by and between Hims and Andrew Dudum (incorporated by reference to Exhibit 10.19 to the Registrant’s Proxy Statement/Prospectus on Form S-4/A filed with the SEC on December 22, 2020).

Form of Change in Control and Severance Agreement (incorporated by reference to Exhibit 10.

7 to the Registrant ’ s Annual Report on Form 10-K (File No.

001-38986) , filed wi th the SEC on F ebrua ry 27, 2 023) .

Employment Agreement, dated as of December 21, 2020, by and between Hims , Inc.

and Andrew Dudum (incorporated by reference to Exhibit 10.19 to the Registrant’s Proxy Statement/Prospectus on Form S-4/A filed with the SEC on December 22, 2020).

Employment Agreement, dated as of January 14, 2021, by and between Hims, Inc.

2 unchanged sentences

10.10+ Employment Agreement, dated as of December 21, 2021, by and between Hims, Inc.

and Oluyemi Okupe (incorporated by reference to Exhibit 10.12 to the Registrant ’ s Form 10-K filed with the SEC on Febr uary 24, 2 022) .

and Oluyemi Okupe (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K filed with the SEC on February 24, 2022).

10.10 Share Exchange Agreement dated as of January 20, 2021, by and among Hims, Oaktree Acquisition Corp., Andrew Dudum and the Andrew Dudum 2015 Trust, Date July 2, 2015 (incorporated by reference to Exhibit 10.17 to the Registrant’s Current report on Form 8-K (File No.

001-38986), filed with the SEC on January 26, 2021).

10.12+ Hims, Inc.

2017 Stock Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 8-K (File No.

5 unchanged sentences

001-38986), filed with the SEC on August 11, 2021).

21 List of Subsidiaries*

21 List of Subsidiaries (incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K (File No.

001-38986) filed with the SEC on February 27, 2023).

23 Consent of Independent Registered Public Accounting Firm*

4 unchanged sentences

32.2 Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

97 Policy Relating to Recovery of Erroneously Awarded Compensation*

101.INS XBRL Instance Document

37 unchanged sentences

Toby Cosgrove, M.D.

/s/ Kirsten Green Director February 27, 2023

Kirsten Green

/s/ Jules Maltz Director February 27, 2023

/s/ Lynne Chou O’Keefe Director February 26, 2024

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures