What changed in this filing

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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-26 · 48 added, 60 removed, 105 unchanged (51% 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.

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, 2024, 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.

2 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

8 unchanged sentences

Other Information

On February 18, 2025, we entered into the Revolving Credit Facility, which provides for a three-year senior secured revolving line of credit in an amount up to $ 175.0 million.

The Revolving Credit Facility 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 us to increase the aggregate revolving commitment amount by up to $ 125.0 million, plus additional amounts if we are able to satisfy a leverage test and certain other conditions.

The foregoing description of the Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 10.14 and incorporated herein by reference.

Insider Trading Arrangements

3 unchanged sentences

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

Adoption 11/26/2024 4/9/2025 - 9/17/2025

Carroll, M.D.

, Chief Medical Officer and Director

Adoption 11/08/2024 3/17/2025 - 11/14/2025

______________

(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

3 unchanged sentences

The information called for by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 (the “2025 Proxy Statement”) and is incorporated herein by reference.

The information required by this Item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2024 Proxy Statement and is incorporated herein by reference.

The information required by this Item regarding delinquent filers pursuant to Item 405 of Regulation S-K, if any, will be included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2025 Proxy Statement and is incorporated herein by reference.

Our Board has adopted a Code of Conduct.

2 unchanged sentences

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.

Our Board has adopted an Insider Trading Policy applicable to trading in the Company’s securities.

The Insider Trading Policy applies to all directors, officers, employees and agents (such as consultants and independent contractors) of the Company.

The full text of our Insider Trading Policy can be found in Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

12 unchanged sentences

and Hims, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

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

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2020).

3.1 Certificate of Incorporation of Hims & Hers Health, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

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

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2021).

3.2 Bylaws of Hims & Hers Health, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

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

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2021).

4.1 Certificate of Corporate Domestication of Oaktree Acquisition Corp.

(incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No.

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

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

and the Hims Stockholders party thereto (incorporated by reference to Exhibit 10.4 to Oaktree Acquisition Corp.’s Current Report on Form 8-K (File No.

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

(incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2021).

4.2 Description of registered securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2023 ).

Hims & Hers Health, Inc.

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) .

2020 Equity Incentive Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2023).

Form of Hims & Hers Health, Inc.

2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No.

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

2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2021).

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).

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) .

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 filed with the SEC on February 27, 2023).

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

1 unchanged sentence

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

and Melissa Baird (incorporated by reference to Exhibit 10.16 to the Registrant’s Current Report on Form 8-K (File No.

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

and Melissa Baird (incorporated by reference to Exhibit 10.16 to the Registrant’s Current Report on Form 8- K filed with the SEC on January 26, 2021).

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 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).

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.

0001-38986), filed with the SEC on January 26, 2021).

10.8 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 filed with the SEC on January 26, 2021).

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 filed with the SEC on January 26, 2021).

Hims & Hers Health, Inc.

Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the period ended June 30, 2021 (File No.

0001-38986, filed with the SEC on August 11, 2021).

Warehouse Lease Agreement by and between COI New Albany Industrial 300, LLC, and Hims, Inc., dated January 27, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the period ended June 30, 2021 (File No.

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

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).

Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the period ended June 30, 2021 filed with the SEC on August 11, 2021).

10.11 Warehouse Lease Agreement by and between COI New Albany Industrial 300, LLC, and Hims, Inc., dated January 27, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the period ended June 30, 2021 filed with the SEC on August 11, 2021).

10.12 I ndustrial Building Lease Agreement by and between LPC Me sa Gateway, LP and Hims, Inc., dated January 17, 2025 .

I ndepend ent Contractor Advisor Agreement, dated November 15, 2024, by and between Autor Strategies, LLC and Hims, Inc.*

10.14 R evolv ing Credit and Guaranty Agr eement, dated as of February 18, 2025, among Hims & Hers Health, Inc.

, the Subsidiary Borrowers , the Guarantors, the Lenders and Banks, and JPMorgan Chase Bank, N.A.

(as Administrative Agent and Collateral Agent), and JPMorgan Chas e Bank, N.A., Morgan Stan ley Senior Funding, I nc.

and Gol dman Sachs Bank USA, ( as Joint Lea d Arrangers and Joint B ookrunners ) .

19 Insider Trading Policy*

21 List of Subsidiaries *

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*

97 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Form 10- K filed with the SEC on February 26, 2024 ).

101.INS XBRL Instance Document

7 unchanged sentences

** Furnished herewith

† Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(2) of Regulation S-K.

† Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

17 unchanged sentences

Irene Becklund (Principal Accounting Officer)

/s/ Alex Bard Director February 26, 2024

/s/ Ambar Bhattacharyya Director February 26, 2024

Ambar Bhattacharyya

/s/ Deborah Autor

February 24, 2025

Deborah Autor

/s/ Patrick H.

Carroll, M.D.

Chief Medical Officer and Director February 26, 2024

Chief Medical Officer and Director

February 24, 2025

Carroll, M.D.

/s/ Toby Cosgrove, M.D.

/s/ Delos Cosgrove, M.D.

Director February 24, 2025

Toby Cosgrove, M.D.

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

Lynne Chou O’Keefe

Cosgrove, M.D.

/s/ Anja Manuel Director February 24, 2025

/s/ Christopher Payne Director February 24, 2025

Christopher Payne

/s/ Christiane Pendarvis Director February 24, 2025

1 unchanged sentence

/s/ Andrea Perez Director February 24, 2025

/s/ Kåre Schultz Director February 24, 2025

/s/ David Wells Director February 24, 2025

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