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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-24 · 62 added, 21 removed, 132 unchanged (39% of the section changed)

11 unchanged sentences

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

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

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

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

generally accepted accounting principles.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In July 2025, we acquired all of the outstanding equity of Zava.

We are in the process of evaluating the existing internal controls over financial reporting of Zava and integrating Zava into our internal controls over financial reporting.

SEC Staff guidance permits a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for a period of one year following the date on which the acquisition is completed.

Accordingly, we have excluded Zava from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

Zava accounted for less than 3% of total assets and less than 5% of total consolidated revenues in our consolidated financial statements as of and for the year ended December 31, 2025.

Refer to Note 3 – Acquisitions to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Under the supervision of and with the participation of our management, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 framework).

In making this assessment, management used the criteria established in

Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 framework).

Based on its assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

3 unchanged sentences

Other Information

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

The Revolving Credit Facility includes letter of credit and swing line loan sub-limits of $ 40.0 million and $ 20.0 million, respectively, and an accordion option, which, if exercised, would allow us to increase the aggregate revolving commitment amount by up to $ 125.0 million, plus additional amounts if we are able to satisfy a leverage test and certain other conditions.

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

Insider Trading Arrangements

2 unchanged sentences

Aggregate Number of Securities Subject to the Trading Arrangement

Melissa Baird , Chief Operating Officer

Andrew Dudum , Chief Executive Officer

Termination 11/14/2025 12/2/2024 - 12/29/2025

Andrew Dudum , Chief Executive Officer

Adoption 11/16/2025 3/2/2026 - 12/2/2026

Carroll, M.D.

, Chief Medical Officer and Director

Irene Becklund , Chief Accounting Officer

Adoption 11/05/2025 2/26/2026 - 2/25/2027

Soleil Boughton , Chief Legal Officer

Adoption 11/18/2025 2/27/2026 - 2/5/2027

Mohamed Elshenawy , Chief Technology Officer

Adoption 12/01/2025 6/15/2026 - 9/21/2026

Michael Chi , Chief Operating Officer

Adoption 12/01/2025 6/15/2026 - 4/15/2027

______________

35 unchanged sentences

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

4.3 Indenture, dated as of May 13, 2025, between Hims & Hers Health, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the SEC on May 13, 2025.

4.4 Form of certificate representing the 0.00% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on May 13, 2025).

Hims & Hers Health, Inc.

2 unchanged sentences

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

2017 Stock Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2021).

Hims & Hers Health, Inc.

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

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

6 unchanged sentences

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

Employment Agreement, dated as of January 5, 2021, by and between Hims, Inc.

and Soleil Boughton.*

Employment Agreement, dated as of March 15, 2021, by and between Hims, Inc.

and Michael Chi.*

Employment Agreement, dated as of November 25, 2022, by and between Hims, Inc.

and Patrick Carroll.*

Employment A greem ent, dated as of April 20, 2025 , by and between Hi m s, Inc.

and Nader Kabbani.*

Transition and Advisory Agreement, effective November 2, 2025, between Hims, Inc.

and Nader Kabbani.*

Employment Agreement, dated as of April 30, 2025, by and between Hims, Inc.

and Mohamed Elshenawy.*

Independent Contractor Advisor Agreement, dated November 15, 2024, by and between Autor Strategies, LLC and Hims, Inc.

(incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10-K for the period ended December 31, 2024 filed with the SEC on February 24, 2025).

Employment Agreement, dated as of October 17, 2025, by and between Hims, Inc.

and Deborah Autor.*

Transition and Advisory Agreement (as amended by Amendment No.

1 thereto), effective August 30, 2025, between Hims, Inc.

and Melissa Baird (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the period ended September 30, 2025 filed with the SEC on November 3, 2025).

Share Exchange Agreement dated as of January 20, 2021, by and among Hims, Oaktree Acquisition Corp., Andrew Dudum and the Andrew Dudum 2015 Trust, Date July 2, 2015 (incorporated by reference to Exhibit 10.17 to the Registrant’s Current report on Form 8-K filed with the SEC on January 26, 2021).

2017 Stock Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2021).

Hims & Hers Health, Inc.

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

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

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

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

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

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

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

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

19 Insider Trading Policy*

10.21 First Amendment, dated as of March 26, 2025 and effective September 1, 2025, to the Warehouse Lease Agreement by and between COI New Albany Industrial 300, LLC, and Hims, Inc.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the period ended March 31, 2025 filed with the SEC on May 5, 2025).

10.22 Industrial Building Lease Agreement by and between LPC Mesa Gateway, LP and Hims, Inc., dated January 17, 2025 (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K for the period ended December 31, 2024 filed with the SEC on February 24, 2025).

10.23 Lease, dated September 1, 2025, by and between Hims, Inc.

and Mendel New Albany Property Owner LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on September 5, 2025).

10.24 Guaranty, dated September 1, 2025, by Hims & Hers Health, Inc.

in favor of Mendel New Albany Property Owner LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the SEC on September 5, 2025).

10.25 Revolving Credit and Guaranty Agreement, dated as of February 18, 2025, among Hims & Hers Health, Inc., the Subsidiary Borrowers, the Guarantors, the Lenders and Banks, and JPMorgan Chase Bank, N.A.

(as Administrative Agent and Collateral Agent), and JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc.

and Goldman Sachs Bank USA, (as Joint Lead Arrangers and Joint Bookrunners) (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-K for the period ended December 31, 2024 filed with the SEC on February 24, 2025).

10.26 Amendment No.

1, dated as of June 25, 2025, by and among Hims & Hers Health, Inc.

and JPMorgan Chase Bank, N.A., as administrative agent, to that certain Credit Agreement dated as of February 18, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the period ended June 30, 2025 filed with the SEC on August 4, 2025).

10.27 Form of Confirmation of Base Call Option Transaction (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on May 13, 2025).

10.28 Form of Confirmation of Additional Call Option Transaction (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the SEC on May 13, 2025).

19 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant’s Form 10-K for the period ended December 31, 2024 filed with the SEC on February 24, 2025).

21 List of Subsidiaries *

33 unchanged sentences

Oluyemi Okupe (Principal Financial Officer)

/s/ Irene Becklund Senior Vice President, Controller February 24, 2025

/s/ Irene Becklund Chief Accounting Officer February 23, 2026

Irene Becklund (Principal Accounting Officer)

/s/ Deborah Autor

February 24, 2025

Chief Policy Officer and Director February 23, 2026

Deborah Autor

16 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures