What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-24 · 635 added, 273 removed, 730 unchanged (55% of the section changed)

17 unchanged sentences

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Zava Global GmbH and subsidiaries (Zava) during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, Zava’s internal control over financial reporting associated with less than 3% of total assets and less than 5% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Zava.

Basis for Opinions

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

5 unchanged sentences

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Realizability of domestic deferred tax assets

As described in Notes 2 and 18 to the consolidated financial statements, the Company recognized a change in the valuation allowance of $68.0 million during the year ended December 31, 2024 primarily related to a release of its domestic valuation allowance.

The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence to ascertain whether it is more likely than not that deferred tax assets will be realized.

Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain.

Prior to 2024, the Company concluded that a valuation allowance was required against its deferred tax assets.

The Company considers all available positive and negative evidence in its assessment of the recoverability of its deferred tax assets.

During 2024, the Company determined that a valuation allowance against its domestic deferred tax assets was no longer required, primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax differences), which is objective and verifiable evidence, as well as anticipated future earnings.

As of December 31, 2024, the Company had gross deferred tax assets of $81.4 million.

We identified the evaluation of the realizability of certain domestic deferred tax assets as a critical audit matter.

Subjective auditor judgment was required in evaluating the available positive and negative evidence to determine whether it is more-likely-than-not that certain domestic deferred tax assets will be realized.

The evaluation of the realizability of these domestic deferred tax assets required specialized skills and knowledge.

Assessment of the acquisition date fair value of the platform partnerships intangible asset acquired in a business combination

As discussed in Note 3 to the consolidated financial statements, in July 2025, the Company acquired all of the outstanding equity of Zava for a purchase price of $258.0 million.

The acquisition was accounted for as a business combination using the acquisition method of accounting 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.

As part of the transaction, the Company acquired a platform partnerships intangible asset with an acquisition date fair value of $100.2 million, which was determined using the multi-period excess earnings method.

We identified the assessment of the acquisition date fair value of the platform partnerships intangible asset as a critical audit matter.

Subjective auditor judgment and the involvement of valuation professionals with specialized skills and knowledge were required to assess the discount rate assumption used to estimate the acquisition date fair value for the platform partnerships intangible asset due to the degree of measurement uncertainty associated with this assumption.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of internal controls related to the Company’s income tax process.

This included a control related to the Company’s consideration and evaluation of available positive and negative evidence to determine it is more-likely-than-not that sufficient future taxable income will be generated to allow for the realization of certain domestic deferred tax assets.

We involved tax professionals with specialized skills and knowledge who assisted in assessing the appropriateness of the Company’s evaluation of available positive and negative evidence by:

• evaluating historical trends in revenue and tax profitability in assessing the extent of objective and verifiable evidence of the Company’s ability to generate future earnings necessary to realize certain domestic deferred tax assets

• performing a sensitivity analysis over projected revenue for recently launched products to understand the impact to the Company’s assessment of anticipated future earnings

• assessing the presence and composition of cumulative income or loss for the past three years by inspecting tax filings and historical earning

• evaluating the Company’s application of tax regulations pertaining to certain domestic deferred tax assets.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition date valuation process.

This included a control over the development of the discount rate used to value the platform partnerships intangible asset.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate assumption used for the platform partnerships intangible asset by:

• recalculating the Company’s determination of its weighted average cost of capital (WACC) used to determine the discount rate used to value the platform partnership intangible asset

• independently developing a WACC using inputs obtained from publicly available market data and comparing it to the WACC used by the Company

• reconciling the Company’s determination of its WACC to the Company’s weighted average return on assets and internal rate of return.

We have served as the Company’s auditor since 2019.

6 unchanged sentences

Cash and cash equivalents $ 228,616 $ 220,584

Short-term investments 79,667 124,318

Short-term available-for-sale investments 348,876 79,667

Inventory 80,128 64,427

2 unchanged sentences

Restricted cash — 856

Long-term available-for-sale investments 351,263 —

Goodwill 278,325 112,728

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Earn-out payable 46,986 —

Earn-out liabilities 3,646 —

Operating lease liabilities 4,843 1,889

Total current liabilities 404,431 221,367

Convertible senior notes, net 972,580 —

Operating lease liabilities 143,167 9,456

Earn-out liabilities 53,009 —

Deferred tax liabilities, net 28,856 —

Other long-term liabilities 11,734 —

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Additional paid-in capital 652,383 719,155

Accumulated other comprehensive loss ( 324 ) ( 124 )

Accumulated other comprehensive income (loss) 2,294 ( 324 )

Accumulated deficit ( 113,772 ) ( 242,137 )

19 unchanged sentences

Other income (expense):

Change in fair value of equity securities 4,437 — —

Change in fair value of liabilities ( 9,255 ) — ( 1,075 )

2 unchanged sentences

Income (loss) before income taxes 123,924 71,711 ( 21,571 )

Benefit (provision) for income taxes 54,327 ( 1,975 ) 31

Benefit from (provision for) income taxes 4,441 54,327 ( 1,975 )

Net income (loss) 128,365 126,038 ( 23,546 )

Other comprehensive (loss) income ( 200 ) 153 ( 140 )

Other comprehensive income (loss) 2,618 ( 200 ) 153

Total comprehensive income (loss) $ 130,983 $ 125,838 $ ( 23,393 )

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Common Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

5 unchanged sentences

Exercise of vested stock options 1,222,548 — 2,322 — — 2,322

Vesting of early exercised stock options — — 197 — — 197

Issuance of common stock under employee stock purchase plan 594,885 — 2,298 — — 2,298

Stock-based compensation — — 43,220 — — 43,220

Other comprehensive loss — — — ( 140 ) — ( 140 )

Net loss — — — — ( 65,678 ) ( 65,678 )

Balance as of December 31, 2022 208,429,312 21 656,626 ( 277 ) ( 344,629 ) 311,741

Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes 3,472,456 — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 14,096 ) — — ( 14,096 )

Exercise of vested stock options 1,222,548 — 2,322 — — 2,322

Issuance of common stock under employee stock purchase plan 594,885 — 2,298 — — 2,298

Repurchases and retirement of common stock ( 237,458 ) — ( 1,999 ) — — ( 1,999 )

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Balance as of December 31, 2024 220,837,209 22 719,155 ( 324 ) ( 242,137 ) 476,716

Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes 4,413,800 — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 116,669 ) — — ( 116,669 )

Exercise of vested stock options 3,434,284 1 11,032 — — 11,033

Issuance of common stock for acquisition of assets 292,806 — 12,760 — — 12,760

Common stock to be issued for asset acquisition indemnification holdback — — 6,380 — — 6,380

Issuance of common stock under employee stock purchase plan 502,332 — 6,440 — — 6,440

Purchases of capped calls related to convertible senior notes, net of tax — — ( 35,583 ) — — ( 35,583 )

Repurchases and retirement of common stock ( 2,234,910 ) — ( 89,960 ) — — ( 89,960 )

Stock-based compensation — — 138,828 — — 138,828

Other comprehensive income — — — 2,618 — 2,618

Net income — — — — 128,365 128,365

Balance as of December 31, 2025 227,245,521 $ 23 $ 652,383 $ 2,294 $ ( 113,772 ) $ 540,928

See accompanying notes to consolidated financial statements.

6 unchanged sentences

Net income (loss) $ 128,365 $ 126,038 $ ( 23,546 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 54,502 17,088 9,515

Stock-based compensation 135,244 92,322 66,080

Change in fair value of equity securities ( 4,437 ) — —

Change in fair value of liabilities 9,255 — 1,075

Net (accretion) amortization on securities ( 4,355 ) ( 5,686 ) 146

Benefit for deferred taxes ( 61,649 ) ( 13 ) ( 594 )

Net accretion on securities ( 2,032 ) ( 4,355 ) ( 5,686 )

Benefit from deferred taxes ( 12,961 ) ( 61,649 ) ( 13 )

Impairment of long-lived assets 531 114 429

Amortization of debt discount and issuance costs 4,529 — —

Non-cash operating lease cost 12,413 2,546 1,922

10 unchanged sentences

Earn-out payable — ( 2,825 ) —

Net cash provided by (used in) operating activities 251,084 73,483 ( 26,531 )

Net cash provided by operating activities 300,006 251,084 73,483

Investing activities

Purchases of investments ( 160,564 ) ( 157,239 ) ( 187,700 )

Maturities of investments 208,940 170,051 194,259

Proceeds from sales of investments 725 1,574 35,846

Investment in website and mobile application development and internal-use software ( 11,095 ) ( 9,272 ) ( 4,533 )

Purchases of available-for-sale investments ( 725,838 ) ( 160,564 ) ( 157,239 )

Maturities of available-for-sale investments 108,698 208,940 170,051

Proceeds from sales of available-for-sale investments — 725 1,574

Investment in website development and internal-use software ( 16,546 ) ( 11,095 ) ( 9,272 )

Purchases of property, equipment, and intangible assets ( 226,045 ) ( 41,655 ) ( 17,220 )

Acquisition of business, net of cash acquired ( 15,399 ) — —

Deferred consideration paid for acquisitions — — ( 459 )

Net cash (used in) provided by investing activities ( 19,048 ) ( 12,106 ) 34,699

Acquisition of businesses, net of cash acquired ( 145,227 ) ( 15,399 ) —

Purchase of equity securities ( 20,000 ) — —

Net cash used in investing activities ( 1,024,958 ) ( 19,048 ) ( 12,106 )

Financing activities

Proceeds from issuance of convertible senior notes, net of debt discount 970,000 — —

Purchases of capped calls related to convertible senior notes ( 47,800 ) — —

Proceeds from exercise of vested stock options 11,033 26,651 2,322

1 unchanged sentence

Repurchases of common stock ( 89,960 ) ( 83,039 ) ( 1,999 )

Payments for acquisition-related earn-out consideration ( 3,190 ) — ( 32,650 )

Proceeds from employee stock purchase plan 6,440 3,901 2,298

Payments for debt issuance costs ( 3,424 ) — —

Payments for acquisition-related earn-out consideration — ( 3,190 ) —

Proceeds from exercise of Class A common stock warrants — 333 —

Net cash used in financing activities ( 107,845 ) ( 11,475 ) ( 33,127 )

Net cash provided by (used in) financing activities 729,620 ( 107,845 ) ( 11,475 )

Foreign currency effect on cash and cash equivalents 2,508 ( 270 ) ( 11 )

Increase (decrease) in cash, cash equivalents, and restricted cash 123,921 49,891 ( 25,012 )

Increase in cash, cash equivalents, and restricted cash 7,176 123,921 49,891

Cash, cash equivalents, and restricted cash at beginning of period 221,440 97,519 47,628

9 unchanged sentences

Right-of-use asset obtained in exchange for lease liability 132,837 2,593 6,270

Vesting of early exercised stock options — — 197

Issuance of common stock in connection with asset acquisition 12,760 — —

Common stock to be issued for asset acquisition indemnification holdback 6,380 — —

Common stock issued, contingent consideration, additional consideration payable, and liabilities assumed in connection with acquisition of businesses 200,267 16,000 —

Issuance of common stock for acquisition-related earn-out consideration — 1,396 —

Issuance of common stock and liabilities assumed in connection with acquisition of business 16,000 — —

See accompanying notes to consolidated financial statements.

4 unchanged sentences

The Company’s mission is to help the world feel great through the power of better health.

The Hims & Hers platform includes 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 those related to sexual health, hair loss, dermatology, mental health, and weight loss.

The Company has operations in the United States, the United Kingdom, Canada, and the European Union (in Germany, the Republic of Ireland, France, and Spain).

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 on a subscription basis, making accessing treatments simple, affordable, and straightforward.

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.

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All intercompany transactions and balances have been eliminated in the consolidated financial statements herein.

For the years ended December 31, 2024, 2023, and 2022, the Company had operations primarily in the United States, with insignificant operations in the United Kingdom.

For the year ended December 31, 2025, the Company had operations in the United States, the United Kingdom, the European Union, and Canada.

For the years ended December 31, 2024 and 2023, the Company had operations in the United States and the United Kingdom.

Use of Estimates

1 unchanged sentence

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, valuation of contingent consideration in business combinations, purchase price allocation for business combinations, valuation of deferred tax assets, valuation of inventory, and estimates used in the capitalization of website development and internal-use software costs.

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.

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Risks and Uncertainties

The Company’s business, operations, and financial results are subject to various risks and uncertainties, including adverse United States economic conditions, legal restrictions, changes to the regulatory environment, changing laws for medical services and prescription products, decisions to outsource or modify portions of its supply chain, and competition in its industry, any of which could adversely affect its business, financial condition, results of operations, and cash flows.

These significant factors, among others, could cause the Company’s future results to differ materially from the consolidated financial statements.

The Company’s business, operations, and financial results are subject to various risks and uncertainties, including adverse United States and international economic conditions, legal restrictions, changes to the regulatory environment, changing laws for medical services and prescription products, decisions to outsource or modify portions of its supply chain, and competition in its industry, any of which could adversely affect its business, financial condition, results of operations, and cash flows.

significant factors, among others, could cause the Company’s future results to differ materially from the consolidated financial statements.

Concentration Risk

The Company’s financial instruments that are potentially exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, investments, and accounts receivable.

The Company maintains its cash, cash equivalents, short-term investments, and restricted cash with high-quality financial institutions with investment-grade ratings.

The Company’s financial instruments that are potentially exposed to concentrations of credit risk consist primarily of cash and cash equivalents, available-for-sale investments, and accounts receivable.

The Company maintains its cash and cash equivalents, as well as a significant majority of its available-for-sale investments, with high-quality financial institutions with investment-grade ratings.

The majority of the cash balances are with U.S.

banks and are insured to the extent defined by the Federal Deposit Insurance Corporation.

The prescription products ordered on the Hims & Hers platform are primarily fulfilled by the Affiliated and Partner Pharmacies (as defined below).

banks and are in excess of amounts insured by the Federal Deposit Insurance Corporation.

The prescription products ordered on the Hims & Hers platform are primarily fulfilled by the wholly-owned pharmacies and Partner Pharmacies (as defined below).

If any of the pharmacies were to stop fulfilling orders, it could significantly slow prescription product sales until fulfillment volume is redistributed to other operating pharmacies.

The Company maintains agreements with these pharmacies and is continuing to invest in expanding affiliated pharmacy fulfillment capabilities to mitigate any such risk.

Certain newer offerings on the Hims & Hers platform are primarily manufactured by one supplier.

The Company maintains agreements with these pharmacies and is continuing to invest in expanding internal fulfillment capabilities to mitigate any such risk.

Certain offerings on the Hims & Hers platform are primarily fulfilled by one supplier.

If this supplier stops fulfilling purchase orders, it could significantly slow the Company’s ability to fulfill these orders until new suppliers are onboarded and internal manufacturing capabilities are expanded.

The Company maintains agreements with suppliers and is continuing to invest in expanding internal manufacturing capabilities to mitigate any such risk.

As of both December 31, 2024 and 2023, four wholesale customers individually represented more than 10% of accounts receivable.

For the years ended December 31, 2024, 2023, and 2022, no single customer represented more than 10% of revenue.

The Company maintains agreements with suppliers and is continuing to invest in expanding internal manufacturing capabilities and diversifying fulfillment partners to mitigate any such risk.

As of December 31, 2025, one customer or partner individually represented more than 10% of accounts receivable.

As of December 31, 2024, four customers or partners individually represented more than 10% of accounts receivable.

For the years ended December 31, 2025, 2024, and 2023, no single customer or partner represented more than 10% of revenue.

In addition, revenue related to sales in foreign countries was less than 10% of revenue for each of those years.

1 unchanged sentence

The Company’s consolidated financial statements are presented in U.S.

The functional currency of the Company’s non-U.S.

subsidiaries is the local currency.

Asset and liability balances denominated in non-U.S.

dollar currencies are translated into U.S.

dollars using period-end exchange rates, while revenue and expenses are translated using average exchange rates.

Adjustments resulting from translating foreign functional currency financial statements into U.S.

dollars are presented as foreign currency translation adjustments, a component of other comprehensive (loss) income on the consolidated statements of operations and comprehensive income (loss).

dollars are presented as foreign currency translation adjustments, a component of other comprehensive income (loss) on the consolidated statements of operations and comprehensive income (loss).

Business Combinations

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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.

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.

Any acquired assets from a business combination, including intangible assets, are continuously monitored and reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

In such cases, recoverability of assets to be held and used is assessed by comparing the carrying amount of assets

with their future underlying net undiscounted cash flows without interest charges.

If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets.

Asset Acquisitions

The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or the acquisition otherwise does not meet the definition of a business.

Asset acquisitions are measured and recognized based on the cost to acquire the assets, which is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis.

Direct costs related to the acquisition are capitalized as part of the assets or liabilities acquired.

Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired nonfinancial assets on a relative fair value basis.

Segment Reporting

6 unchanged sentences

The Company deposits its cash and cash equivalents with financial institutions.

The restricted cash balance comprises cash collateral that is held by the Company’s primary financial institution to secure a letter of credit issued as a security deposit for the Company’s warehouse facility in New Albany, Ohio.

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 investments.

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 investments.

The restricted cash balance as of December 31, 2024 comprised cash collateral that was held by the Company’s primary financial institution to secure letters of credit issued as security deposits for certain of the Company’s facilities.

As of December 31, 2025, these letters of credit no longer require cash collateral and there is no restricted cash balance.

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 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 consolidated balance sheets.

The Company intends to sell such investments, if any, at or close to maturity.

The investments are designated as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive (loss) income on the consolidated statements of operations and comprehensive income (loss), except for credit losses.

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 consolidated statements of operations and comprehensive income (loss), 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 income, net on the consolidated statements of operations and comprehensive income (loss).

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 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 consolidated statements of operations and comprehensive income (loss).

Credit Losses

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The unrealized losses on the Company’s available-for-sale securities for the years ended December 31, 2025, 2024, or 2023 were caused by fluctuations in market value and interest rates as a result of the economic environment.

The Company concluded that an allowance for credit losses for its available-for-sale securities was unnecessary as of December 31, 2024 and 2023 because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery of their cost basis or recovery of fair value.

The Company concluded that an allowance for credit losses for its available-for-sale securities was unnecessary as of December 31, 2025 and 2024 because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to

sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery of their cost basis or recovery of fair value.

There were no material realized gains or losses on available-for-sale securities in the periods presented.

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Inventory primarily consists of finished goods and raw materials that are located at Company-managed and third-party fulfillment warehouses and pharmacies.

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.

1 unchanged sentence

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.

Obsolete inventory balances are written off against the inventory allowance when management determines that the inventory cannot be sold.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of balances related to prepayments or vendor deposits for insurance, marketing, software, inventory and other operating costs, and trade and other accounts receivables.

Prepaid expenses are recorded when payment has been made in advance for goods and services.

1 unchanged sentence

Receivables are stated at amounts estimated by management to be equal to their net realizable values.

The allowance for doubtful accounts is the Company's best estimate of the amount of expected credit losses on its accounts receivable.

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.

1 unchanged sentence

Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

As of December 31, 2024 and 2023, gross accounts receivable, comprising wholesale trade and other receivables, net, was $ 6.1 million and $ 6.7 million, respectively.

There were no write-offs of accounts receivable for the years ended December 31, 2024 and 2022.

There were immaterial write-offs of accounts receivable for the year ended December 31, 2023.

Accounts receivable comprises receivables, net, which primarily consists of Platform Partner trade receivables, wholesale trade receivables, income tax refund receivables, and other receivables, net.

As of December 31, 2025 and 2024, receivables, net totaled $ 32.1 million and $ 6.1 million, respectively.

There were no write-offs of any balances within receivables, net for the years ended December 31, 2025 and 2024.

There were immaterial write-offs of balances within receivables, net for the year ended December 31, 2023.

As of December 31, 2025 and 2024, the Company had no material allowances for doubtful accounts.

1 unchanged sentence

Property, Equipment, and Software, Net

Property, equipment, and software consist of purchased and internal-use software and website development, facility equipment and other tangible property, leasehold improvements, and assets not placed in service, which are assets that are not yet considered available for use at their intended location and are not yet being depreciated or amortized.

Property, equipment, and software are depreciated or amortized using the straight-line method over the estimated useful lives ranging from two to ten years , with leasehold improvements depreciated over the shorter of their useful life or the related lease term.

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The following table summarizes the estimated amortization of website development and internal-use software costs subsequent to December 31, 2025 (in thousands):

2026 $ 13,305

Total $ 26,983

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 as one reporting unit.

As of October 1, 2025, the date of the most recent goodwill impairment test, the Company operated as one reporting unit.

When testing goodwill for impairment, the Company may first perform an optional qualitative assessment.

2 unchanged sentences

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 $ 1.8 million was acquired during 2024.

Goodwill of $ 165.3 million was acquired in relation to business combinations during 2025.

No goodwill impairment was recorded for the years ended December 31, 2025, 2024, and 2023.

Intangible Assets, Net

Intangible assets, net primarily includes the 503B pharmacy license, trade name, customer relationships, and developed technology.

The Company amortizes such definite-lived intangible assets on a straight-line basis over the assets’ estimated useful lives of two to ten years , within operating expenses on the consolidated statements of operations and comprehensive income (loss).

Intangible assets, net primarily includes platform partnerships, trade names, the 503B pharmacy license, customer relationships, and developed technology.

The Company amortizes such definite-lived intangible assets on a straight-line basis over the assets’ estimated useful lives of over one year and up to twelve years , within operating expenses on the consolidated statements of operations and comprehensive income (loss).

Impairment of Long-Lived Assets

Long-lived assets include property, equipment, and software and intangible assets subject to amortization.

Long-lived assets 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 asset groups 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 are 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.

The Company recognized immaterial impairment charges on long-lived assets during each of the years ended December 31, 2024 and 2023 and $ 1.1 million of impairment charges on long-lived assets during the year ended December 31, 2022.

These charges are included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

As a result of the continued integration of YoDerm, Inc.

(“Apostrophe”) since the acquisition, the Company concluded it was a single asset group as of January 1, 2024.

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.

The Company recognized immaterial impairment charges on long-lived assets during each of the years ended December 31, 2025, 2024, and 2023.

These charges are included in operating expenses on the consolidated statements of operations and comprehensive income (loss).

As a result of recent acquisitions, the Company consisted of three asset groups as of December 31, 2025.

Operating Leases

The Company determines if an arrangement contains a lease at inception based on whether there is identified property, plant, or equipment and whether the Company controls the use of the identified asset throughout the period of use.

The Company leases facilities for fulfillment and corporate purposes under non-cancelable operating leases with expiration dates between fiscal years 2025 and 2030, not including renewal options the Company is reasonably certain to exercise.

The Company leases facilities for fulfillment and corporate purposes under non-cancelable operating leases with expiration dates between fiscal years 2026 and 2041, including renewal options the Company is reasonably certain to exercise.

The Company's operating leases are reflected in the operating lease right-of-use (“ROU”) assets and in the operating lease liabilities in the accompanying consolidated balance sheets.

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The operating lease ROU assets and lease liabilities are recognized at each lease’s inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease.

Company’s operating leases do not provide an implicit rate, the Company estimates its incremental borrowing rate at the lease commencement date for borrowings with a similar term.

Because the Company’s operating leases do not provide an implicit rate, the Company estimates its incremental borrowing rate at the lease commencement date for borrowings with a similar term.

The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease.

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Operating lease expense is recognized on a straight-line basis over each lease term.

Convertible Notes

The Company has issued the 2030 Convertible Notes (as defined in Note 13 – Debt) which are recorded at their carrying value on the consolidated balance sheets.

The 2030 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 2030 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 2030 Convertible Notes are considered participating securities for purposes of calculating diluted net income (loss) 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).

The Company has entered into the Capped Calls (as defined in Note 13 – Debt) in connection with the issuance of the 2030 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 2030 Convertible Notes.

As such, their effect on diluted net income (loss) per share would be anti-dilutive and they are excluded from the calculation.

Revenue Recognition

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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 contracts that contain prescription products issued as the result of a consultation, revenue also includes medical consultation services and post-consultation service support provided by Affiliated Medical Groups (defined below).

Additionally, the Company offers a range of health and wellness products through wholesale partners.

Revenue consists of the following (in thousands):

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.

Additionally, the Company offers a range of health and wellness products through wholesale partners, with such revenue not considered significant.

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

Year Ended December 31,

2025 2024 2023

Online Revenue $ 1,437,937 $ 842,381 $ 502,507

Wholesale Revenue 38,577 29,619 24,409

United States Revenue $ 2,213,648 $ 1,449,671 $ 854,494

Rest of the World Revenue 133,989 26,843 17,506

Total revenue $ 2,347,637 $ 1,476,514 $ 872,000

For Online Revenue, the Company defines its customer as an individual who purchases products or services through its websites or mobile applications.

For Wholesale Revenue, the Company defines its customer as a wholesale partner, with the exception of consignment arrangements, where its customer is defined as an individual who purchases products through certain third-party platforms.

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 that contain prescription products issued as the result of a consultation primarily include the following performance obligations:

access to (i) products, as well as medication adjustments, as applicable, and (ii) consultation services, as well as post-consultation service support, as applicable.

The Company’s contracts that do not contain prescription products have a single performance obligation.

The Company’s contracts primarily include the following performance obligations:

access to (i) products, as well as material rights related to medication adjustments, as applicable, (ii) services, primarily consisting of medical consultation services, 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 and, in contracts that contain services, by the provision of consultation services to the customer.

The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier or wholesale customer warehouse.

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 post-consultation service support over the contract term.

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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.

For each of the years ended December 31, 2024, 2023, and 2022, service revenue, comprising consultation services and post-consultation service support, represented less than 10% of consolidated revenues.

To fulfill its promise to customers for 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;

For each of the years ended December 31, 2025, 2024, and 2023, service revenue represented less than 10% of consolidated revenues.

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 accounts for service revenue as a principal in the arrangement with its customers.

The Company accounts for the Affiliated Medical Groups service revenue 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;

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and (iv) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.

Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintains relationships with (i) certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”), (ii) XeCare, LLC (“XeCare”) and Apostrophe Pharmacy LLC (“Apostrophe Pharmacy”, and together with XeCare, the “Affiliated Pharmacies”), which are licensed mail order pharmacies providing prescription fulfillment solely to the Company’s customers;

and (iii) Seaview Enterprises LLC (d/b/a MedisourceRx) (“MedisourceRx”), which is a wholly-owned licensed 503B compounding outsourcing facility.

MedisourceRx manufactures products primarily for the Company’s customers, and 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 as a principal in the arrangement with its customers.

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 for generic products;

(ii) the pharmacies fill the prescription based on fulfillment instructions provided by the Company, including using the Company’s branded packaging for generic products, as applicable;

(iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order;

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and (v) 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.

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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 online sales, 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, quarterly, or semi-annually.

For sales though 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, quarterly, or semi-annually.

For service revenue, payment is collected either at the time the service is performed or, for Platform Partner 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 consolidated balance sheets since the associated revenue will be recognized within the following year.

For wholesale arrangements, payments are collected in accordance with contract terms.

As of December 31, 2025 and 2024, total deferred revenue was $ 127.2 million and $ 75.3 million, respectively.

The increase of $ 67.6 million was primarily due to the impact of newer offerings introduced during 2024 along with an increase in the uptake by customers of prepaid offerings.

The increase of $ 51.9 million was primarily due to changes in the shipping cadences of the Company’s weight loss offerings.

Cost of Revenue

Cost of revenue consists of costs directly attributable to the products shipped and services rendered, including product costs of purchased and manufactured products, packaging materials, shipping costs, labor costs directly related to revenue generating activities including medical consultation services and manufacturing labor, and overhead costs associated with manufactured products.

Cost of revenue consists of costs directly attributable to the products shipped and services rendered, including product costs of purchased and manufactured products, packaging materials, shipping costs, labor costs directly related to revenue generating activities including primarily medical consultation services and manufacturing labor, and overhead costs associated with manufactured products.

Costs related to free products where there is no expectation of future purchases from a customer and depreciation and amortization on property, equipment, and software (other than related to manufactured products) are considered to be operating expenses and are excluded from cost of revenue.

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The Company recognizes compensation costs on a straight-line basis over the requisite service period of the employee and vendor, which is generally the vesting term of four years for options, warrants, and RSUs that do not have performance or market conditions.

Stock options with performance conditions are recognized when it is probable that performance criteria will be achieved and compensation cost is recognized using the accelerated attribution method.

PRSUs are recognized based on the probable level of achievement against the performance criteria.

Stock options with performance conditions are recognized when it is probable that performance criteria will be achieved and

compensation cost is recognized using the accelerated attribution method.

PRSUs and stock options with performance conditions are recognized based on the probable level of achievement against the performance criteria.

The Company accounts for forfeitures as they occur.

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The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

The Company contributes 50 % of eligible employee’s elective deferrals up to an annual maximum of three thousand dollars per employee.

As of December 31, 2025, the Company contributes 50 % of eligible employee’s elective deferrals up to an annual maximum of three thousand dollars per employee.

The Company recognized matching contributions cost of $ 4.1 million, $ 2.9 million, and $ 2.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

For the years ended December 31, 2025, 2024, and 2023, advertising costs for customer acquisition and content production were $ 814.9 million, $ 604.6 million, and $ 390.3 million, respectively, consisting primarily of customer acquisition expenses (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) of $ 798.5 million, $ 594.5 million, and $ 379.7 million, respectively, which are charged to expense as incurred and recorded within marketing expense on the consolidated statements of operations and comprehensive income (loss).

The Company defers production costs associated with advertising campaigns until the airing of those campaigns.

Other Comprehensive (Loss) Income

The Company’s other comprehensive (loss) income is primarily impacted by foreign currency translation and available-for-sale investment fair value adjustments.

The impact of foreign currency translation is affected by the translation of assets and liabilities of the Company’s United Kingdom foreign subsidiary, which is denominated in pounds sterling.

The primary assets and liabilities affecting the adjustments are cash and cash equivalents, inventory, facility equipment, other assets, accounts payable and accrued liabilities.

The Company generally defers production costs associated with advertising campaigns until the airing of those campaigns.

Other Comprehensive Income (Loss)

The Company’s other comprehensive income (loss) is primarily impacted by foreign currency translation and available-for-sale investment fair value adjustments.

The impact of foreign currency translation is affected by the translation of assets and

liabilities of the Company’s foreign subsidiaries, which are denominated in Sterling, Euros, and Canadian Dollars.

The primary assets and liabilities affecting the adjustments are cash and cash equivalents, inventory, prepaid expenses and other current assets, goodwill, intangible assets, net, accounts payable, accrued liabilities, current and long-term earn-out liabilities, and deferred tax liabilities, net.

The impact of available-for-sale securities is primarily affected by unrecognized gains and losses related to fluctuations in the fair market value of the securities .

To date, the Company has financed its operations principally from revenue from the Hims & Hers platform and the sale of its equity.

To date, the Company has financed its operations principally from revenue from the Hims & Hers platform, the sale of its equity, and the issuance of the 2030 Convertible Notes (for more detail regarding the 2030 Convertible Notes see Note 13 – Debt).

During the year ended December 31, 2025, the Company had positive cash flows from operating activities of $ 300.0 million and generated net income of $ 128.4 million.

As of December 31, 2024, the Company had cash and cash equivalents of $ 220.6 million, short-term investments of $ 79.7 million, and an accumulated deficit of $ 242.1 million.

The Company believes that its existing cash resources, together with its availability under the Revolving Credit Facility (for more detail regarding the Revolving Credit Facility, see Note 19 – Subsequent Events), are sufficient for the Company to meet its obligations through at least one year from the date of issuance of the consolidated financial statements.

As of December 31, 2025, the Company had cash and cash equivalents of $ 228.6 million, short-term available-for-sale investments of $ 348.9 million, long-term available-for-sale investments of $ 351.3 million, and an accumulated deficit of $ 113.8 million.

The Company believes that its existing cash resources, together with its availability under the Revolving Credit Facility (for more detail regarding the Revolving Credit Facility, see Note 13 – Debt), are sufficient for the Company to meet its obligations through at least one year from the date of issuance of the consolidated financial statements.

Management considers that there are no conditions or events in the aggregate that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the consolidated financial statements are issued.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The amendments in this ASU expand reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for all public entities for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the ASU for the year ended December 31, 2024 using the retrospective approach.

As a result of the adoption, the Company began including expanded segment disclosures related to operating expenses within Note 17 – Segments.

The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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ASU 2023-09 is effective for all public entities for annual periods beginning after December 15, 2024, 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.

The Company adopted the ASU for the year ended December 31, 2025 using the prospective approach.

As a result of the adoption, the Company began including expanded income tax disclosures within Note 19 – Income Tax .

Prior period disclosures have not been adjusted to reflect the new disclosure requirements, and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

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 Update expand certain expense category disclosure requirements, primarily though enhanced disclosures about inventory purchases,

employee compensation, depreciation, amortization, and selling expenses.

ASU 2024-03 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 should be applied on a prospective basis and retrospective application is permitted.

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 2024, the Company satisfied all closing conditions of the executed purchase agreement to acquire all of the membership interests of MedisourceRx, a 503B compounding outsourcing facility registered with the Food and Drug Administration and located in the United States.

The purchase price for accounting purposes was $ 31.0 million, including cash payments of $ 15.5 million and 976,341 shares of Class A common stock valued at $ 15.5 million.

The Class A common stock is not subject to any vesting terms.

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.

Medici Technologies, Inc

In November 2025, the Company acquired all of the outstanding equity of Medici Technologies, 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 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 fourth quarter of 2026.

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):

Customer relationships $ 5,390

Developed technology 3,475

Trade name 1,419

Goodwill 18,360

Other net liabilities ( 892 )

Net assets acquired $ 27,752

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 to 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 $ 1.0 million directly related to the acquisition, which were recorded within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) .

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.

Zava Global GmbH

In July 2025, the Company acquired all of the outstanding equity of Zava Global 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 earn-out payable 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 Company expects to finalize these amounts as soon as possible, but no later than the third quarter of 2026.

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):

Platform partnerships $ 100,168

Developed technology 23,777

Customer relationships 12,477

Trade name 7,416

Goodwill 141,959

Other net liabilities ( 27,811 )

Net assets acquired $ 257,986

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.

The excess of the consideration paid over the fair value of net assets acquired is recorded as goodwill.

The acquired goodwill of $ 142.0 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to 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 consolidated statements of operations and comprehensive income (loss) .

From the acquisition date through December 31, 2025, revenue recognized related to Zava represented less than 5 % of total consolidated revenue for 2025.

Earnings generated during the period after the acquisition date were not material, and historical and pro forma disclosures have therefore not been presented.

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 approximately $ 39.1 million, consisting of:

( i) upfront cash and Class A common stock consideration of approximately $ 32.7 million;

and (ii) additional maximum $ 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 t otal cash and Class A common stock consideration as described above, as well as capitalized 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 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 assumed 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.

In September 2024, the Company acquired via a purchase agreement all of the membership interests of Seaview Enterprise LLC

(d/b/a MedisourceRx) (“MedisourceRx”), a 503B outsourcing facility registered with the Food and Drug Administration and located in the United States.

The purchase price for accounting purposes was $ 31.0 million, consisting of cash and Class A common stock not subject to any vesting terms.

The Company also incurred acquisition costs of $ 1.4 million directly related to the acquisition which were recorded within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

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Short-term investments as of December 31, 2024, consist of the following (in thousands):

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

Cost Unrealized

Gains Unrealized

Treasury bills $ 60,040 $ 120 $ — $ 60,160

Government and government agency $ 180,111 $ 426 $ — $ 180,537

Corporate bonds 158,471 53 — 158,524

Treasury bills 9,810 5 — 9,815

Total short-term available-for-sale investments $ 348,392 $ 484 $ — $ 348,876

Cost Unrealized

Gains Unrealized

Government and government agency $ 270,457 $ 718 $ — $ 271,175

Total short-term investments $ 79,544 $ 124 $ ( 1 ) $ 79,667

Short-term investments as of December 31, 2023, consist of the following (in thousands):

Corporate bonds 79,867 224 ( 3 ) 80,088

Total long-term available-for-sale investments $ 350,324 $ 942 $ ( 3 ) $ 351,263

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, which are recorded within other long-term assets on the consolidated balance sheets.

Available-for-sale investments as of December 31, 2024, consist of the following (in thousands):

Cost Unrealized

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Government and government agency 1,446 1 — 1,447

Asset-backed bonds 705 1 — 706

Total short-term investments $ 124,290 $ 43 $ ( 15 ) $ 124,318

Total short-term available-for-sale investments $ 79,544 $ 124 $ ( 1 ) $ 79,667

Inventory consists of the following (in thousands):

Finished goods $ 35,077 $ 15,221

Raw materials $ 53,151 $ 29,350

Finished goods 26,977 35,077

Total inventory $ 80,128 $ 64,427

As of December 31, 2025 and 2024, inventory classified as work-in-process was not material.

Prepaid Expenses and Other Current Assets

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Prepaid expenses $ 37,889 $ 16,172

Wholesale trade and other receivables, net 6,080 6,748

Vendor deposits 35,606 8,501

Receivables, net 32,149 6,080

Other current assets 4,374 400

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

Purchased and internal-use software and website development $ 34,100 $ 22,970

Facility equipment and other tangible property $ 83,171 $ 27,785

Purchased and internal-use software and website development 51,140 34,100

Leasehold improvements 15,925 10,933

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Total property, equipment, and software, net $ 311,930 $ 82,083

The increase in assets not placed in service during the year ended December 31, 2025 is primarily related to investments in the Company’s manufacturing and internal fulfillment capabilities.

Depreciation and amortization expense for property, equipment, and software was $ 30.8 million, $ 13.3 million, and $ 6.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Impairment expense for property, equipment, and software was immaterial for each of the years ended December 31, 2024, 2023, and 2022.

Impairment charges for property, equipment, and software were immaterial for each of the years ended December 31, 2025, 2024, and 2023.

Goodwill and Intangible Assets, Net

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

Balance at December 31, 2023 $ 110,881

Addition from acquisitions 1,847

Balance at December 31, 2024 112,728

Addition from acquisitions 165,344

Foreign currency translation adjustments 253

Balance at December 31, 2025 $ 278,325

Intangible assets, net

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Value Weighted

Platform partnerships $ 99,964 $ ( 4,165 ) $ 95,799 11.5

Trade names 33,031 ( 14,951 ) 18,080 2.3

503B pharmacy license 28,596 ( 3,813 ) 24,783 8.7

Trade name 24,170 ( 9,256 ) 14,914 6.5

Other 69,208 ( 11,754 ) 57,454 3.1

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Value Weighted

Trade name $ 24,170 $ ( 6,880 ) $ 17,290 7.4

503B pharmacy license $ 28,596 $ ( 953 ) $ 27,643 9.7

Trade names 24,170 ( 9,256 ) 14,914 6.5

Other 4,786 ( 3,933 ) 853 6.0

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Amortization expense for intangible assets was $ 23.7 million, $ 3.8 million, and $ 3.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Impairment expense for intangible assets was $ 0.7 million for the year ended December 31, 2022.

There was no impairment expense for the years ended December 31, 2024 and 2023.

There were no impairment charges for the years ended December 31, 2025, 2024, and 2023.

Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to December 31, 2025 is as follows (in thousands):

2026 $ 40,952

2031 and thereafter 64,777

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Professional services 9,860 8,463

Tax 9,636 2,152

Product and shipping 7,309 1,306

Other accruals 18,865 7,186

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Operating Leases

The Company has various operating leases for fulfillment and corporate facilities with lease periods expiring between fiscal years 2025 and 2030, not including renewal options the Company is reasonably certain to exercise.

The Company has various operating leases for fulfillment and corporate facilities with lease periods expiring between fiscal years 2026 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 year ended December 31, 2025, the Company executed new operating leases in New Albany, Ohio;

Mesa, Arizona;

and Menlo Park, California resulting in additions to operating lease ROU assets of $ 69.4 million, $ 20.9 million, $ 31.5 million, respectively, along with corresponding increases to operating lease liabilities.

Additionally, the Company accounted for a lease extension for its existing operating lease in New Albany, Ohio as a lease modification.

This resulted in the remeasurement of the lease liability and an adjustment of $ 10.4 million to the carrying amount of the corresponding ROU asset for the existing facility.

During the year ended December 31, 2024, a reassessment was triggered due to signing a lease for a new facility which is in close proximity to and also acts as an operational expansion of an existing facility, as well as investment in leasehold improvements in the existing facility.

This resulted in the remeasurement of the lease liability and an adjustment of $ 0.9 million to the carrying amount of the corresponding ROU asset for the existing facility.

During the year ended December 31, 2023, a reassessment of another of the Company’s leased facilities was triggered due to significant leasehold improvements.

This resulted in the remeasurement of the lease liability and an adjustment of $ 5.7 million to the carrying amount of the corresponding ROU asset.

For the years ended December 31, 2025, 2024, and 2023, the Company recorded operating lease costs of $ 13.5 million, $ 3.0 million, and $ 2.4 million, respectively, including variable operating lease costs of $ 1.1 million, $ 0.5 million, and $ 0.4 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, operating cash flows used for operating leases were $ 1.9 million, $ 2.4 million, and $ 1.9 million, respectively.

As of December 31, 2024, the weighted average remaining lease term and weighted average discount rate were 5.5 years and 8.7 %, respectively.

The amount presented for the year ended December 31, 2025 is net of tenant improvement allowance reimbursements received during the period.

As of December 31, 2025, the weighted average remaining lease term and weighted average discount rate, including for renewal options the Company is reasonably certain to exercise, was 12.3 years and 6.1 %, respectively.

Future minimum lease payments under the Company's non-cancelable operating lease with an initial lease term in excess of one year subsequent to December 31, 2025 are as follows (in thousands):

2026 $ 12,343

2031 and thereafter 137,178

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Present value of net future minimum lease payments $ 148,010

The lease payments above do not include $ 1.5 million of non-cancelable commitments related to a lease that was signed but had not yet commenced as of December 31, 2025.

Variable Interest Entities

The variable interest entities (“VIEs”) are:

(i) the Affiliated Medical Groups;

and (ii) the Affiliated Pharmacies.

As of December 31, 2025, the variable interest entities (“VIEs”) are the Affiliated Medical Groups.

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.

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The results of operations and cash flows of the VIEs are also included in the Company’s 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 consolidated financial statements because they were previously fully consolidated under the VIE model and had no noncontrolling interest.

As of December 31, 2025 and 2024, the Company’s consolidated balance sheets included current and total assets of $ 6.9 million and $ 56.1 million, respectively, for the VIEs.

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For the years ended December 31, 2025, 2024, and 2023, the VIEs charged $ 395.3 million, $ 216.7 million, and $ 96.3 million, respectively, for services rendered.

For the years ended December 31, 2024, 2023, and 2022 operations of the VIEs generated a net loss of $ 26.2 million and net income of $ 3.3 million and $ 9.1 million, respectively, inclusive of administrative expenses.

For the years ended December 31, 2025, 2024, and 2023 operations of the VIEs generated net losses of $ 13.4 million and $ 26.2 million and net income of $ 3.3 million, respectively, inclusive of administrative expenses.

Fair Value Measurements

The Company’s fair value hierarchy for its financial assets that are measured at fair value on a recurring basis as of December 31, 2024, 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):

Level 1 Level 2 Level 3 Total

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Money market funds $ 90,594 $ — $ — $ 90,594

Short-term investments:

Short-term available-for-sale investments:

Treasury bills 9,815 — — 9,815

Government and government agency — 180,537 — 180,537

Corporate bonds — 158,524 — 158,524

Prepaid expenses and other current assets:

Short-term indemnification assets

— — 3,730 3,730

Long-term available-for-sale investments:

Government and government agency — 271,175 — 271,175

Restricted cash:

Money market funds 856 — — 856

Corporate bonds — 80,088 — 80,088

Other long-term assets:

Equity securities 24,437 — — 24,437

Long-term indemnification assets

— — 3,047 3,047

Total assets $ 124,846 $ 690,324 $ 6,777 $ 821,947

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, 2023, is as follows (in thousands):

Earn-out liabilities, long-term — — 50,745 50,745

Other long-term liabilities:

Other contingent consideration — — 2,003 2,003

Long-term indemnification liabilities

— — 6,086 6,086

Total liabilities $ — $ — $ 58,834 $ 58,834

The Company’s fair value hierarchy for its financial assets that are measured at fair value on a recurring basis as of December 31, 2024, is as follows (in thousands):

Level 1 Level 2 Level 3 Total

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Money market funds $ 64,717 $ — $ — $ 64,717

Short-term investments:

Short-term available-for-sale investments:

Treasury bills 60,160 — — 60,160

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Government and government agency — 1,447 — 1,447

Asset-backed bonds — 706 — 706

Restricted cash:

2 unchanged sentences

The fair values of cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of December 31, 2025 and 2024, due to their short-term nature.

All other financial instruments 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 years ended December 31, 2024, 2023, and 2022, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value.

The fair value of earn-out payable related to the Zava business combination approximated its carrying value as of December 31, 2025, due to the payment amount being fixed.

The 2030 Convertible Notes are recorded at their net carrying amount on the 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 the 2030

Convertible Notes definition and additional detail, including the fair value as of December 31, 2025).

All other financial instruments, with the exception of the earn-out liabilities 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 years ended December 31, 2025, 2024, and 2023, the Company had no transfers between levels of the fair value hierarchy of its assets measured at fair value.

The Company has earn-out liabilities related to the C S Bio Co.

asset acquisition as well as the Zava and Medici business combinations.

The fair values of the earn-out liabilities related to the C S Bio Co.

asset acquisition, all of which are current, and related to the Medici business combination, all of which are noncurrent, approximated their carrying value as of December 31, 2025, 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 Medici business combination also includes current and noncurrent holdback liabilities, which approximated their carrying value as of December 31, 2025, because the Company does not expect the settlement amounts to differ materially from their acquisition date balances.

The current amount is recorded within accrued liabilities and the noncurrent amount is recorded within other long-term liabilities on the consolidated balance sheets.

The earn-out liabilities related to the Zava business combination, all of which are noncurrent as of December 31, 2025, are classified as Level 3 fair value measurements containing significant unobservable inputs including estimates of achieving certain revenue and adjusted EBITDA targets and, therefore, are included in the table above.

At inception, the fair value of the earn-out liabilities 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 following assumptions were used to determine the fair value at inception:

Risk-free rate 1.9 %

Revenue volatility 21.0 %

Revenue risk-adjusted discount rate 9.0 %

Counterparty discount rate 6.0 %

The fair value of the earn-out liabilities related to the Zava business combination is remeasured at each reporting period.

The change in fair value is recognized within total other income, net on the consolidated statements of operations and comprehensive income (loss).

The change in the fair value of the earn-out liabilities related to the Zava business combination is as follows (in thousands):

Balance at December 31, 2024 $ —

Zava business combination 87,691

Change in fair value 9,255

Reclassification to earn-out payable ( 46,986 )

Foreign currency translation adjustments 785

Balance at December 31, 2025 $ 50,745

The Zava business combination also includes contingent consideration for tax loss reimbursements, which is recorded within other long-term liabilities on the consolidated balance sheets.

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 approximately $ 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 approximately $ 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 December 31, 2025, 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 the five 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 December 31, 2025, 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 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 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 to 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 the Company’s senior, unsecured obligations 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 December 31, 2025 was as follows (in thousands):

Principal $ 1,000,000

Unamortized debt discount and issuance costs ( 27,420 )

Net carrying amount $ 972,580

For the year ended December 31, 2025, amortization of debt discount and issuance costs was $ 3.9 million.

The debt discount and issuance costs are being amortized into interest expense within total other income, net on the consolidated statements of operations and comprehensive income (loss) over the term of the 2030 Convertible Notes at an effective interest rate of 0.64 %.

There were no contractual interest expense payments for any of the periods presented.

As of December 31, 2025, the 2030 Convertible Notes had a principal amount and estimated fair value of $ 1.0 billion and $ 866.0 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.

In connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (collectively the "Capped Calls") with certain financial institutions.

The Capped Calls have an initial strike price of approximately $ 70.67 , subject to certain adjustments specified in their terms, which corresponds to the initial conversion price of the 2030 Convertible Notes.

The Capped Calls have an initial cap price of $ 89.95 per share, subject to certain adjustments.

The 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 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 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 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, and hedging disruptions.

For accounting purposes, the 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 Capped Calls, net of the deferred tax impact of $ 12.2 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 a three-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 December 31, 2025, the Company had $ 7.0 million in letters of credit outstanding under the Credit Facility sub-limit and $ 168.0 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.

No loans were outstanding under the Credit Facility and the Company was in compliance with all conditions and covenants thereunder as of December 31, 2025.

Commitments and Contingencies

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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.

As of December 31, 2024, non-cancelable purchase obligations with remaining terms in excess of one year were $ 22.0 million, with $ 7.1 million payable in 2025, $ 7.5 million payable in 2026, $ 7.2 million payable in 2027, and $ 0.1 million payable in each of 2028 and 2029.

As of December 31, 2025, non-cancelable purchase obligations with remaining terms in excess of one year were $ 32.0 million, with $ 14.8 million payable in 2026, $ 14.6 million payable in 2027, $ 2.5 million payable in 2028, and $ 0.1 million payable in 2029.

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 December 31, 2025, the maximum potential amount of future payments the Company could be required to make under these arrangements was approximately $ 40 million, and the fair value of these obligations was considered immaterial to the consolidated balance sheets.

Historically, there have been no such indemnification claims.

Legal Proceedings

From time to time, the Company is a party to litigation, various claims, and other legal and administrative proceedings arising in the ordinary course of business.

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.

Management is not currently aware of any matters that are reasonably likely to have a material adverse impact on the Company’s 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 requesting information regarding the Company’s privacy, advertising, and cancellation practices as part of a non-public investigation.

The Company believes it has substantially completed providing responses to the FTC’s information requests.

As of the date of this Annual Report on Form 10-K, the FTC has not communicated to the Company any potential conclusions or findings the FTC

may make with respect to its investigation.

While the Company does not expect the outcome of this investigation to have a material impact on its business or operations, there can be no assurance that its expectations will prove correct.

At this time, the Company is unable to estimate the possible loss or range of loss, if any, associated with this matter.

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.

At this time, the Company is unable to estimate the possible loss or range of loss, if any, associated with this matter.

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.

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.

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 Actions, 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.

At this time, the Company is unable to estimate the possible loss or range of loss, if any, associated with these matters.

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.

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.

8,12,343 (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.

At this time, the Company is unable to estimate the possible loss or range of loss, if any, associated with this matter.

Stockholders’ Equity

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The rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights.

Share Repurchase Program

On October 26, 2023, the Board of Directors authorized and approved a share repurchase program (the “2023 Share Repurchase Program”) pursuant to which the Company was authorized to repurchase up to $ 50.0 million of the Company’s Class A common stock.

During the years ended December 31, 2024 and 2023, the Company repurchased and retired 3,632,123 and 237,458 , respectively, shares of Class A common stock under the 2023 Share Repurchase Program for $ 48.0 million and $ 2.0 million, respectively.

As of December 31, 2024, the entire $ 50.0 million originally available under the 2023 Share Repurchase Program has been utilized.

On July 24, 2024, the Board of Directors authorized and approved a new share repurchase program (the “2024 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 100.0 million of the Company’s Class A common stock.

The 2024 Share Repurchase Program expires on August 31, 2027.

Share Repurchase Programs

In October 2023, the Board of Directors authorized and approved a share repurchase program (the “2023 Share Repurchase Program”) pursuant to which the Company was authorized to repurchase up to $ 50.0 million of the Company’s Class A common stock.

During the year ended December 31, 2024, the Company repurchased and retired 3,632,123 shares of Class A common stock under the 2023 Share Repurchase Program for $ 48.0 million.

As of December 31, 2025, the entire $ 50.0 million originally available under the 2023 Share Repurchase Program had been utilized.

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 the years ended December 31, 2025 and 2024, the Company repurchased and retired 1,526,830 and 2,135,919 shares of Class A common stock under the 2024 Share Repurchase program for $ 65.0 million and $ 35.0 million.

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.

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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 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, 2024, there were 54,360,277 and 15,162,111 shares of Class A common stock reserved and available for issuance, respectively, under the 2020 Plan.

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Additionally, on January 1, 2025, 11,041,860 shares of Class A common stock were automatically added to the 2020 Plan reserve.

Therefore, as of December 31, 2024, there were 54,360,277 shares of Class A common stock reserved and 15,162,111 shares of Class A common stock available for issuance under the 2020 Stock Plan.

Therefore, as of December 31, 2025, there were 65,403,042 shares of Class A common stock reserved and 23,376,897 shares of Class A common stock available for grant under the 2020 Stock Plan.

There were no more shares available for grant under the 2017 Plan since the 2017 Plan was replaced by the 2020 Plan.

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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.

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.

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Stock Options

The Company has historically granted stock options prior to 2024, which for new employees generally vest over four years , with 25 % vesting one year after the vesting commencement date and then 1/48th of the total grant vesting monthly thereafter.

Stock options granted by the Company to new employees generally vest over four years , with 25 % vesting one 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 exceeding ten years from the grant date.

On June 17, 2020, the board of directors of Hims granted 3,246,139 and 1,623,070 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.

In June 2020, the board of directors of Hims granted 3,246,139 and 1,623,070 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 recognizes 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 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 December 31, 2025, 3,229,134 of these stock options have been exercised at a weighted average exercise price of $ 2.43 .

As of December 31, 2024, all stock-based compensation expense for the awards have been recognized.

On February 24, 2022, the Board of Directors granted 2,085,640 stock options to the CEO with an exercise price of $ 5.01 that vest in four 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.

As of December 31, 2025, all stock-based compensation expense for the awards has been recognized.

In February 2022, the Board of Directors granted 2,085,640 stock options to the CEO with an exercise price of $ 5.01 that vest in four 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.

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The total grant date fair value was $ 3.8 million for this award.

As of December 31, 2024, no shares have vested and there was $ 0.4 million of remaining compensation expense to be recognized over a period of 1.15 years.

There were no stock options granted during the year ended December 31, 2024.

The grant date fair value of the Company’s stock options granted during the years ended December 31, 2023 and 2022 (excluding the stock options granted to the CEO outlined above) was estimated using the following weighted average assumptions:

As of December 31, 2025, 1,564,230 shares have vested and no shares have been exercised.

As of December 31, 2025, there was less than $ 0.1 million of remaining compensation expense to be recognized over a period of 0.15 years.

In March 2025, the Board of Directors granted 557,244 stock options to the CEO with an exercise price of $ 34.71 that vest at the end of a three-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 December 31, 2025, there was $ 7.4 million of remaining compensation expense to be recognized over a period of 2.16 years.

The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis.

There were no stock options granted during the years ended December 31, 2025 and 2024, except for the stock options granted to the CEO in 2025 outlined above.

The grant date fair value of the Company’s stock options granted during the year ended December 31, 2023 was estimated using the following weighted average assumptions:

Year Ended December 31,

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Exercisable as of December 31, 2025 6,005 5.94 5.61 159,317

The weighted average grant date fair value of options granted for the years ended December 31, 2023 and 2022 was $ 6.09 and $ 2.44 per share, respectively.

The weighted average grant date fair value of options granted for the year ended December 31, 2023 was $ 6.09 per share.

The intrinsic value of vested options exercised for the years ended December 31, 2025, 2024, and 2023 was $ 133.7 million, $ 58.5 million, and $ 6.2 million, respectively.

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Unvested at December 31, 2025 13,075 $ 27.50

Included in the above activity are 476,308 earn-out RSUs and 9,478 Parent Warrant RSUs issued to the CEO in January 2021 that vest in accordance with the same market conditions as the CEO stock options issued in June 2020, of which 317,539 earn-out RSUs and 6,319 Parent Warrant RSUs have vested as of December 31, 2024.

As of December 31, 2025, there was $ 305.1 million of unrecognized stock-based compensation related to unvested RSUs (excluding the performance RSUs outlined below) which is expected to be recognized over a weighted average period of 3.07 years.

Performance RSUs

On March 1, 2023, the Board of Directors granted awards of 1,115,709 target shares of performance RSUs (“PRSUs”) to certain executive officers.

As of December 31, 2024, 11,408 shares subject to PRSUs have been forfeited.

In March 2023, the Board of Directors granted awards of 1,115,709 target shares of performance RSUs (“PRSUs”) to certain executive officers.

As of December 31, 2025, 11,408 of these shares subject to PRSUs have been forfeited.

The PRSUs vest at the end of a three-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 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.

On February 28, 2024, the Board of Directors granted awards of 1,218,467 target shares of PRSUs to certain executive officers and senior leadership, none of which have been forfeited as of December 31, 2024.

Based on fiscal year 2025 results, the actual number of shares earned was 200 % of the target.

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 December 31, 2025, 267,697 of these shares subject to PRSUs have been forfeited.

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.

On November 6, 2024, the Board of Directors granted awards of 16,778 target shares of PRSUs to certain senior leadership, with the same vesting terms as the PRSUs granted on February 28, 2024, none of which have been forfeited as of December 31, 2024.

In November 2024, the Board of Directors granted awards of 16,778 target shares of PRSUs to certain senior leadership, with the same vesting terms as the PRSUs granted on February 28, 2024.

As of December 31, 2025, all 16,778 of these shares have been forfeited.

The total grant date fair value of the awards was $ 0.4 million, which was based on the probable achievement of 100 % of the target.

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As of December 31, 2025, all stock-based compensation expense related to vendor warrants and associated earn-out shares has been recognized.

During the year ended December 31, 2024, all of the 98,723 outstanding Class A common stock warrants issued in connection with a historical debt arrangement, with a weighted average exercise price of $ 6.96 , were net exercised for 52,639 shares of

Class A common stock.

Upon the exercise of these warrants, the holders received an additional 9,657 shares of Class A common stock based on the terms of the earn-out arrangement.

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As part of the acquisition of HHL, the Company also recognized an earn-out liability based on the achievement of certain revenue targets.

Vesting of the restricted shares and a portion of total earn-out payable to specific individuals are contingent on each recipient’s continued employment.

Vesting of the restricted shares and a portion of total earn-out payable to specific individuals was contingent on each recipient’s continued employment.

Accordingly, the Company has recognized stock-based compensation expense related to these awards for the years ended December 31, 2025, 2024, and 2023.

The expense is being recognized over a four-year vesting period with 25 % vesting one year after the acquisition date and the remaining vesting quarterly thereafter.

As of December 31, 2024, there was unrecognized stock-based compensation expense of $ 0.6 million, which will be recognized over a weighted average period of 0.44 years.

The expense was recognized over a four-year vesting period with 25 % vesting one year after the acquisition date and the remaining vesting quarterly thereafter.

As of December 31, 2025, all stock-based compensation expense for these restricted shares has been recognized.

During the year ended December 31, 2024, the Company settled its earn-out payable, a portion of which was settled through the issuance of 119,344 shares of Class A common stock.

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The expense was recognized over a three-year vesting period with 17 % vesting 6 months after the acquisition date and the remaining vesting quarterly thereafter.

As of December 31, 2024, all stock-based compensation expense for these restricted shares has been recognized.

As of December 31, 2024, all stock-based compensation expense for these restricted shares had been recognized.

Stock-Based Compensation Expense

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For the years ended December 31, 2025, 2024, and 2023, the Company recorded $ 2.7 million, $ 4.1 million, and $ 2.1 million, respectively, within operating expenses on the consolidated statements of operations and comprehensive income (loss) for payments made to Woolly Labs, Inc.

(d/b/a Vouched), a related-party company that provides identity verification services.

In addition, for the years ended December 31, 2023 and 2022, the Company recorded a total of $ 4.6 million and $ 3.6 million, respectively, within operating expenses on the consolidated statements of operations and comprehensive income (loss) for payments made to Terminal, Inc., a former related party company that provides professional services to the Company, primarily to support engineering and operations functions.

(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.

In addition, for the year ended December 31, 2023, the Company recorded a total of $ 4.6 million within operating expenses on the consolidated statements of operations and comprehensive income (loss) for payments made to Terminal, Inc., a former related party company that provides professional services to the Company, primarily to support engineering and operations functions.

As of January 1, 2024, Terminal, Inc.

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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 income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average shares of common stock outstanding during period.

The Company’s diluted net income (loss) per share is computed by dividing the net income (loss) 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 income (loss) per share by application of the treasury stock method.

The dilutive effect of potential common shares is reflected in diluted net income (loss) 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 income (loss) per share attributable to common stockholders (in thousands, except share and per share amounts):

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Net income (loss) attributable to common stockholders, basic $ 123,585 $ 4,780 $ 121,148 $ 4,890 $ ( 22,604 ) $ ( 942 )

Amortization of debt discount and issuance costs for 2030 Convertible Notes 3,923 — — — — —

Reallocation of undistributed earnings 488 ( 488 ) 431 ( 431 ) — —

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Diluted net income (loss) per share $ 0.51 $ 0.51 $ 0.53 $ 0.53 $ ( 0.11 ) $ ( 0.11 )

Basic net income (loss) per share is the same as diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2023 and 2022, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented.

Basic net income (loss) per share is the same as diluted net income (loss) per share attributable to common stockholders for the year ended December 31, 2023, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.

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

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RSUs 2,660,472 360,601 15,220,986

Common stock issuable under the ESPP 356,339 — 404,648

Stock options — 156,558 21,278,043

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Warrants to purchase Class A common stock — — 561,058

Common stock issuable under the ESPP — 404,648 603,603

Common stock issued for early exercise of stock options — — 70,257

The Capped Calls entered into in connection with the 2030 Convertible Notes were excluded from the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive.

There were no Class V securities that were excluded in the computation of diluted net income (loss) per share for the periods presented.

The CODM utilizes net income (loss) as the measure of segment profit or loss.

The CODM uses net income (loss) to evaluate return on assets and decide whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions.

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

In addition to the consolidated statements of operations and comprehensive income (loss), 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.

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 income (loss) for the years ended December 31, 2024, 2023, and 2022:

The table below highlights the segment’s revenue, expenses, and net income (loss) for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Year Ended December 31,

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Depreciation and amortization expense included within operating expenses 51,194 15,350 9,515

Interest income ( 10,349 ) ( 9,029 ) ( 2,610 )

Interest income and expense, net

( 23,526 ) ( 10,349 ) ( 9,029 )

Income tax (benefit) expense ( 4,441 ) ( 54,327 ) 1,975

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______________

(*) Other segment items included in segment net income (loss) primarily consist of professional services, fulfillment, transaction processing, selling, 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 consolidated balance sheets as well as the expenditures for both purchases of property, equipment, and intangible assets, and investment in website and mobile application development and internal-use software, which are reported on the Company’s consolidated statements of cash flows and totaled $ 52.8 million, $ 26.5 million, and $ 7.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

(*) Other segment items included in segment net income (loss) 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 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 $ 242.6 million, $ 52.8 million, and $ 26.5 million during the years ended December 31, 2025, 2024, and 2023, respectively.

For financial reporting purposes, income (loss) before income taxes includes the following (in thousands):

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State 2,926 5,683 1,456

Foreign 5,628 — —

Total current provision 8,520 7,322 1,988

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Total (benefit) provision for income taxes $ ( 4,441 ) $ ( 54,327 ) $ 1,975

The (benefit) provision for income taxes differs from the amounts computed by applying the statutory federal income tax rate of 21% to pretax income (loss) as follows (in thousands):

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory United States federal income tax rate to income (loss) before income taxes after the adoption of ASU 2023-09 is as follows (in thousands, except for percentages):

Year Ended December 31, 2025

Amount Percent

United States federal statutory tax rate $ 26,024 21.0 %

State and local income taxes, net of federal income tax effect (1)

( 978 ) ( 0.8 ) %

Foreign tax effects

United Kingdom

Changes in valuation allowance ( 2,625 ) ( 2.1 ) %

Other ( 85 ) ( 0.1 ) %

Non-deductible loss on change in fair value of liabilities 1,940 1.6 %

Other 1,793 1.4 %

Other foreign jurisdictions 1,009 0.8 %

Effect of cross-border tax laws

Global intangible low-taxed income 835 0.7 %

Effect of foreign branch taxes ( 384 ) ( 0.3 ) %

Research and development tax credits ( 19,522 ) ( 15.8 ) %

Foreign tax credits ( 3,868 ) ( 3.1 ) %

Changes in valuation allowance 3,868 3.1 %

Nontaxable or nondeductible items

Excess tax benefits from share-based payment awards ( 70,834 ) ( 57.1 ) %

Non-deductible officers' compensation 49,599 40.0 %

Non-deductible transaction costs 1,012 0.8 %

Other 901 0.7 %

Changes in unrecognized tax benefits 6,541 5.3 %

Other adjustments 333 0.3 %

Effective tax rate $ ( 4,441 ) ( 3.6 ) %

______________

(1) State taxes in Arizona, California, and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the (benefit) provision for income taxes to the amount computed by applying the 21% statutory United States federal income tax rate to income (loss) before income taxes for years prior to the adoption of ASU 2023-09 is as follows (in thousands):

Year Ended December 31,

Tax provision (benefit) at federal statutory rate $ 15,059 $ ( 4,530 )

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Non-deductible expenses 373 714

Transaction costs — — ( 731 )

Warrants and earn-outs ( 1,141 ) 226

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Net operating loss carryforwards $ 19,263 $ 21,032

Operating lease liabilities 37,135 2,827

Capitalized research and development 25,683 35,120

Inventory 6,131 1,890

Research and other credits 20,248 4,812

Accrued expenses and reserves 3,963 2,164

Operating lease liabilities 2,945 2,615

Interest original issue discount 10,703 —

Other intangibles assets 8,986 276

Stock-based compensation 7,376 2,311

Other intangible assets 289 350

Inventory 5,843 5,874

Accrued expenses and reserves 4,279 3,778

Foreign tax credit carryforward 3,868 —

Deferred revenue 412 186

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Deferred tax liabilities:

Fixed assets ( 4,613 ) ( 1,532 )

Other intangible assets ( 37,520 ) ( 3,771 )

Operating lease right-of-use assets ( 34,414 ) ( 2,711 )

( 2,824 ) ( 2,519 )

Fixed assets ( 11,167 ) ( 4,560 )

Prepaid expenses ( 2,494 ) ( 793 )

Unrealized gain/loss ( 1,134 ) —

Deferred state income tax

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Total deferred tax liabilities ( 88,783 ) ( 12,985 )

Net deferred tax assets (liabilities) $ 61,603 $ ( 22 )

Net deferred tax assets $ 53,851 $ 61,603

The Company has revised the presentation of its deferred tax assets and liabilities to present the federal benefit of state tax amounts netted with the related deferred position.

In the prior year the federal benefit of state tax amounts was presented as a separate item.

The prior year amounts have been reclassified to confirm with the current year presentation.

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The Company considers all available positive and negative evidence in its assessment of the recoverability of its deferred tax assets each reporting period.

During 2024, the Company determined that a valuation allowance against its domestic deferred tax assets was no longer required, primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax differences) beginning in the fourth quarter of 2023 and continuing throughout 2024, which is objective and verifiable evidence, as well as anticipated future earnings.

The Company continues to believe it is more likely than not that it will realize its domestic deferred tax assets.

With the exception of certain foreign tax credits generated during the year, the Company continues to believe it is more likely than not that it will realize its domestic deferred tax assets.

Additionally, in 2025, the Company released its valuation allowance against its United Kingdom deferred tax balances, and there are no valuation allowances offsetting United Kingdom deferred tax assets as of December 31, 2025.

The Company’s judgment regarding the need for a valuation allowance may reasonably change in future reporting periods due to many factors, including changes in the level of tax profitability that the Company achieves and changes in tax laws or regulations.

Additionally, income tax credit estimates could change in the near future due to changes in economic circumstances resulting in the pursuit of additional credits that currently would not be economically beneficial to pursue.

The valuation allowance decreased by $ 68.0 million and increased by $ 1.1 million during the years ended December 31, 2024 and 2023, respectively.

The decrease during the year ended December 31, 2024 was primarily related to the full release of the valuation allowance on the Company’s domestic deferred tax assets, a majority of which was recognized during the third quarter of 2024, partially offset by current period tax activity.

As of December 31, 2024, the Company has $ 60.8 million, $ 97.2 million, and $ 9.9 million in federal, state, and foreign loss carryforwards (not tax effected), respectively, of which $ 60.2 million, $ 3.3 million, and $ 9.9 million in federal, state, and foreign loss carryforwards do not expire.

While an immaterial amount of state loss carryforwards expire in 2025, a substantial majority of state loss carryforwards begin to expire in 2030.

As of December 31, 2024, the Company had $ 6.9 million of federal tax credit carryforwards, prior to the netting of uncertain tax positions, that will begin to expire in 2041, and $ 3.6 million of state tax credit carryforwards, prior to the netting of uncertain tax positions, that do not expire.

The valuation allowance increased by $ 1.4 million and decreased by $ 68.0 million during the years ended December 31, 2025 and 2024, respectively.

The decrease during the year ended December 31, 2024 was primarily related to the full release of the valuation

allowance on the Company’s domestic deferred tax assets, a majority of which was recognized during the third quarter of 2024, partially offset by tax activity for that year.

As of December 31, 2025, the Company has $ 26.3 million, $ 83.7 million, and $ 31.4 million, respectively, in federal, state, and foreign loss carryforwards (not tax effected), of which $ 26.1 million, $ 1.0 million, and $ 30.8 million, respectively, in federal, state, and foreign loss carryforwards do not expire.

The remaining state loss carryforwards begin to expire in 2030.

As of December 31, 2025, the Company had $ 26.1 million of federal tax credit carryforwards, prior to the netting of uncertain tax positions, that will begin to expire in 2043, and $ 7.2 million of state tax credit carryforwards, prior to the netting of uncertain tax positions, of which $ 6.4 million does not expire.

The remaining state tax credit carryforwards will begin to expire in 2034.

Internal Revenue Code Sections 382 and 383 place a limitation on the amount of taxable income that can be offset by carryforward tax attributes, such as net operating losses or tax credits, after a change in control.

5 unchanged sentences

Such annual limitations could result in the expiration of the net operating loss and credit carryforwards before utilization.

The Company did no t have any unrecognized tax benefits during the year ended December 31, 2022.

Changes in unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023, excluding interest and penalties, were as follows (in thousands):

Balance at December 31, 2022 $ —

Increases in balances related to prior year tax positions 1,357

Increases in balances related to current year tax positions 956

Balance at December 31, 2023 2,313

Year Ended December 31,

2025 2024 2023

Balance at the beginning of the year $ 6,011 $ 2,313 $ —

Increases in balances related to prior year tax positions 7,157 2,042 1,357

Increases in balances related to current year tax positions 5,338 1,656 956

Balance at December 31, 2024 $ 6,011

Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to its unrecognized tax benefits over the next 12 months.

Any adjustments to the Company’s uncertain tax positions would result in an adjustment to its deferred tax asset carryforwards rather than resulting in an impact to the effective tax rate.

Balance at the end of the year $ 18,506 $ 6,011 $ 2,313

Any adjustments to the Company’s uncertain tax positions would result in an adjustment to its deferred tax asset carryforwards or its effective tax rate.

During the years ended December 31, 2025, 2024, and 2023, no interest or penalties were required to be recognized relating to unrecognized tax benefits.

The Company files income tax returns in the United States, United Kingdom, and various state and local jurisdictions.

Due to the net operating loss carryforward, the statute of limitations is open for 2017 and forward for all jurisdictions, none of which are currently under examination by any tax authorities.

The Company files income tax returns in the United States, the United Kingdom, Germany, the Republic of Ireland, Canada, and various state and local jurisdictions.

Due to the net operating loss carryforward in the United States, the statute of limitations is open for 2018 and forward.

In the United Kingdom, the statute of limitations is open for fiscal year 2024 and forward.

There is no jurisdiction currently under examination by any tax authorities.

As of December 31, 2025, the Company has accumulated undistributed earnings generated by its foreign subsidiaries.

The Company intends to indefinitely reinvest these earnings, as well as future earnings from its foreign subsidiaries to fund its international operations.

In addition, the Company expects future United States cash generation will be sufficient to meet future United States cash needs.

The amounts of cash income taxes paid by the Company, net of refunds received, consisted of the following (in thousands):

Year Ended December 31, 2025

During the year ended December 31, 2025, no individual jurisdiction exceeded 5% of the total cash income taxes paid.

The amount of cash income taxes paid by the Company, net of refunds received, during the years ended December 31, 2024 and 2023 was $ 7.9 million and $ 1.1 million, respectively.

Subsequent Events

In January 2025, the Company executed a 127-month non-cancelable lease for 289,463 square feet of office, warehouse, and pharmacy space in Mesa, Arizona.

The lease includes a 7 - month early entry period for tenant improvement work, along with a tenant improvement allowance of up to $ 4.3 million.

Total minimum lease payments are $ 37.5 million, net of rent abatement for an initial 7-month period beginning after the early entry period, and with an annual escalation of between 3 % and 4 %.

The Company has the option to extend the lease term for a period of 60 months.

In February 2025, the Company satisfied all closing conditions of an asset purchase agreement, executed in December 2024, to acquire certain manufacturing assets from C S Bio Co., a company located in the United States, for total cash and Class A common stock consideration of up to approximately $ 65.0 million .

The Company entered into the asset purchase agreement in order to strengthen its supply chain capabilities.

The upfront cash and Class A common stock consideration is approximately $ 30.0 million, with an additional maximum of $ 5.0 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 $ 30.0 million in cash and Class A common stock consideration is payable upon reaching certain earn-out conditions, which is subject to a continued service condition as defined in the agreement.

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 transaction provided for upfront cash consideration of $ 150.0 million, not including certain closing adjustments as defined in the merger agreement, plus additional contingent consideration in the form of a potential cash earn-out based on operational metrics measured over a five -year period.

Any contingent consideration will be payable in cash within 75 days of the end of each applicable earn-out year, in accordance with the merger agreement.

The initial accounting for the transaction is incomplete at the date these financial statements are available to be issued, as the information necessary to complete such evaluation is in the process of being obtained and more thoroughly evaluated.

The Company has not yet determined the accounting purchase price

allocation of the purchase consideration described above, which includes evaluating the fair value of the acquired assets and assumed liabilities, and the valuation of contingent consideration to be transferred.

To facilitate continued operation of the purchased manufacturing assets , the Company entered into a 120-month non-cancelable lease for a 38,483 square foot manufacturing facility located in Menlo Park, California.

Total minimum lease payments are $ 43.5 million, with an annual escalation of 3.5 %.

The Company has the option to extend the lease term for a period of 60 months.

In February 2025, the Company executed and satisfied all closing conditions of a purchase agreement to acquire all membership interests of Sigmund NJ, LLC, marketed as Trybe Labs, a lab testing services business located in the United States, for total cash consideration of $ 5.0 million .

The Company entered into the purchase agreement to have the capacity to add lab testing capabilities to its platform in the future.

In February 2025, the Company entered into a Revolving Credit and Guaranty Agreement with certain lenders and JPMorgan Chase Bank, N.A., as administrative and collateral agent, which provides for a three-year senior secured revolving line of credit in an amount up to $ 175.0 million (the “Revolving Credit Facility”).

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 the Company to increase the aggregate revolving 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 Company has not yet determined the accounting purchase price allocation of the purchase consideration described above, which includes evaluating the fair value of the acquired assets and assumed liabilities, and the valuation of contingent consideration to be transferred.

In January 2026, the Company temporarily drew $ 150.0 million on its Credit Facility to facilitate the YourBio merger discussed above.

The amount was repaid in full as of the date of this Annual Report on Form 10-K.

In February 2026, the U.S.

Food and Drug Administration (“FDA”) issued a statement (the “FDA Statement”) indicating that the agency intends to restrict GLP-1 active pharmaceutical ingredients intended for use in non-FDA-approved compounded drugs that are being mass-marketed as similar alternatives to FDA-approved drugs.

The Company was directly named in the FDA Statement, but since that date and as of the date of this Annual Report on Form 10-K, has not received a warning letter from the FDA in connection with the FDA Statement.

Therefore, the outcome and financial impact of the FDA Statement cannot be predicted at this time.

In February 2026, the General Counsel of the U.S.

Department of Health and Human Services (“HHS”) issued a statement on X (the “HHS Statement”) indicating that HHS had referred the Company to the Department of Justice (“DOJ”) for investigation for potential violations of the Federal Food, Drug, and Cosmetic Act and applicable Title 18 provisions.

At this time, it is unclear what actions the DOJ may take.

Therefore, the outcome and financial impact of the HHS Statement cannot be predicted at this time.

In February 2026, the Company received a letter from the staff of the Securities and Exchange Commission, Division of Enforcement, notifying the Company that it had opened an investigation and requesting that the Company preserve certain documents and information concerning the Company’s public statements and disclosures regarding compounded semaglutide and related business relationships (the “SEC Investigation”).

The Company is cooperating with the SEC Investigation but is unable to predict when or how this matter will be concluded.

Therefore, the financial impact of the SEC Investigation cannot be predicted at this time.

In February 2026, Horizon BidCo Pty Ltd ACN 694 778 375 (the “Purchaser”), an Australian proprietary company and wholly-owned subsidiary of the Company, entered into a Securities Sale Deed (the “Deed”) by and among the Company, Hims, Inc., the Purchaser and the sellers named therein, to purchase all of the issued capital of EUC Management Pty Ltd ACN 631 013 860 (d/b/a Eucalyptus) (“Eucalyptus”), an Australia-based digital health company that operates in Australia, the United Kingdom, Germany, Canada, and Japan.

The aggregate total consideration of the transaction is up to $ 1.15 billion, subject to certain adjustments set forth in the Deed (the “Proposed Acquisition”).

The Company entered into the Proposed Acquisition to expand into Australia and Japan and deepen its presence in the United Kingdom, Germany, and Canada.

The upfront cash consideration payable at closing is approximately $ 240 million, not including certain closing adjustments as set forth in the Deed.

Deferred payments totaling an additional amount of approximately $ 710 million, not including certain closing adjustments as set forth in the Deed, are payable in six quarterly installments through the 18 -month anniversary of the closing.

A maximum additional amount of approximately $ 200 million in earn-out payments, not including certain closing adjustments as set forth in the Deed, are payable following the release of the Company’s results for each of fiscal years 2026, 2027, and 2028, respectively, upon Eucalyptus achieving certain revenue and adjusted EBITDA targets.

The Company has the option to settle approximately 60 % of the deferred and earn-out payments in cash or Class A common stock of the Company, at its election.

The Proposed Acquisition is subject to customary closing conditions and is expected to close in mid-2026.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data