Hims & Hers Health, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm 84 Consolidated Balance Sheets 86 Consolidated Statements of Operations and Comprehensive Income (Loss ) 87 Consolidated Statement of Stockholders’ Equity 88 Consolidated Statements of Cash Flows 89 Notes to Consolidated Financial Statements 90 83 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Hims & Hers Health, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Hims & Hers Health, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s 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. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. 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 The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 84 Table of Contents 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2019. San Francisco, California February 23, 2026 85 Table of Contents Hims & Hers Health, Inc. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 228,616 $ 220,584 Short-term available-for-sale investments 348,876 79,667 Inventory 80,128 64,427 Prepaid expenses and other current assets 110,018 31,153 Total current assets 767,638 395,831 Restricted cash — 856 Long-term available-for-sale investments 351,263 — Goodwill 278,325 112,728 Property, equipment, and software, net 311,930 82,083 Intangible assets, net 196,116 43,410 Operating lease right-of-use assets 137,046 10,881 Deferred tax assets, net 82,707 61,603 Other long-term assets 29,680 147 Total assets $ 2,154,705 $ 707,539 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 143,278 $ 91,180 Accrued liabilities 78,518 53,013 Deferred revenue 127,160 75,285 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 — Total liabilities 1,613,777 230,823 Commitments and contingencies (Note 14) Stockholders' equity: Common stock – Class A shares, par value $ 0.0001 , 2,750,000,000 shares authorized and 218,867,898 and 212,459,586 shares issued and outstanding as of December 31, 2025 and 2024, respectively; Class V shares, par value $ 0.0001 , 10,000,000 shares authorized and 8,377,623 shares issued and outstanding as of December 31, 2025 and 2024 23 22 Additional paid-in capital 652,383 719,155 Accumulated other comprehensive income (loss) 2,294 ( 324 ) Accumulated deficit ( 113,772 ) ( 242,137 ) Total stockholders' equity 540,928 476,716 Total liabilities and stockholders' equity $ 2,154,705 $ 707,539 See accompanying notes to consolidated financial statements. 86 Table of Contents Hims & Hers Health, Inc. Consolidated Statements of Operations and Comprehensive Income (Loss) (In Thousands, Except Share and Per Share Data) Year Ended December 31, 2025 2024 2023 Revenue $ 2,347,637 $ 1,476,514 $ 872,000 Cost of revenue 614,259 303,379 157,051 Gross profit 1,733,378 1,173,135 714,949 Operating expenses: Marketing 919,296 678,844 446,435 Operations and support 286,444 185,802 119,857 Technology and development 149,301 78,819 48,227 General and administrative 272,724 167,767 129,883 Total operating expenses 1,627,765 1,111,232 744,402 Income (loss) from operations 105,613 61,903 ( 29,453 ) Other income (expense): Change in fair value of equity securities 4,437 — — Change in fair value of liabilities ( 9,255 ) — ( 1,075 ) Other income, net 23,129 9,808 8,957 Total other income, net 18,311 9,808 7,882 Income (loss) before income taxes 123,924 71,711 ( 21,571 ) Benefit from (provision for) income taxes 4,441 54,327 ( 1,975 ) Net income (loss) 128,365 126,038 ( 23,546 ) Other comprehensive income (loss) 2,618 ( 200 ) 153 Total comprehensive income (loss) $ 130,983 $ 125,838 $ ( 23,393 ) Net income (loss) per share attributable to common stockholders, Class A and Class V: Basic $ 0.57 $ 0.58 $ ( 0.11 ) Diluted $ 0.51 $ 0.53 $ ( 0.11 ) Weighted average shares outstanding, Class A and Class V: Basic 224,959,268 215,939,037 209,344,712 Diluted 258,230,547 236,808,876 209,344,712 See accompanying notes to consolidated financial statements. 87 Table of Contents Hims & Hers Health, Inc. Consolidated Statements of Stockholders' Equity (In Thousands, Except Share Data) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity Shares Amount 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 ) Stock-based compensation — — 67,156 — — 67,156 Other comprehensive income — — — 153 — 153 Net loss — — — — ( 23,546 ) ( 23,546 ) Balance as of December 31, 2023 213,481,743 21 712,307 ( 124 ) ( 368,175 ) 344,029 Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes 4,404,420 — — — — — Payments for taxes related to net share settlement of equity awards — — ( 52,501 ) — — ( 52,501 ) Exercise of vested stock options 6,734,549 1 26,650 — — 26,651 Exercise of Class A common stock warrants 271,291 — 333 — — 333 Repurchases and retirement of common stock ( 5,768,042 ) — ( 83,039 ) — — ( 83,039 ) Issuance of common stock under employee stock purchase plan 617,563 — 3,901 — — 3,901 Issuance of common stock for acquisition-related earn-out consideration 119,344 — 1,396 — — 1,396 Issuance of common stock for acquisition of business 976,341 — 15,500 — — 15,500 Stock-based compensation — — 94,608 — — 94,608 Other comprehensive loss — — — ( 200 ) — ( 200 ) Net income — — — — 126,038 126,038 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. 88 Table of Contents Hims & Hers Health, Inc. Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2025 2024 2023 Operating activities Net income (loss) $ 128,365 $ 126,038 $ ( 23,546 ) 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 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 Non-cash acquisition-related costs 5,893 — 2,691 Non-cash other ( 2,135 ) 357 195 Changes in operating assets and liabilities: Inventory ( 13,722 ) ( 41,612 ) ( 902 ) Prepaid expenses and other current assets ( 51,856 ) ( 9,494 ) ( 6,395 ) Other long-term assets ( 518 ) ( 56 ) ( 58 ) Accounts payable 30,297 43,710 7,324 Accrued liabilities ( 43,053 ) 23,791 16,524 Deferred revenue 51,604 67,552 6,261 Operating lease liabilities ( 1,913 ) ( 2,443 ) ( 1,933 ) Earn-out payable — ( 2,825 ) — Net cash provided by operating activities 300,006 251,084 73,483 Investing activities 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 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 Payments for taxes related to net share settlement of equity awards ( 116,669 ) ( 52,501 ) ( 14,096 ) Repurchases of common stock ( 89,960 ) ( 83,039 ) ( 1,999 ) 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 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 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 Cash, cash equivalents, and restricted cash at end of period $ 228,616 $ 221,440 $ 97,519 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 228,616 $ 220,584 $ 96,663 Restricted cash — 856 856 Total cash, cash equivalents, and restricted cash $ 228,616 $ 221,440 $ 97,519 Supplemental disclosures of cash flow information Cash paid for taxes $ 23,162 $ 7,916 $ 1,109 Non-cash investing and financing activities Purchases of property and equipment included in accounts payable and accrued liabilities 25,244 7,781 3,383 Right-of-use asset obtained in exchange for lease liability 132,837 2,593 6,270 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 — See accompanying notes to consolidated financial statements. 89 Table of Contents Hims & Hers Health, Inc. Notes to Consolidated Financial Statements 1. Organization Hims & Hers Health, Inc. (the “Company” or “Hims & Hers”), incorporated in Delaware, is a consumer-first platform transforming the way customers fulfill their health and wellness needs. The Company’s mission is to help the world feel great through the power of better health. The Company has operations in the United States, the United Kingdom, Canada, 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, making accessing treatments simple, affordable, and straightforward. Through the Hims & Hers mobile applications, consumers can access a range of educational programs, wellness content, community support, and other services that promote lifelong health and wellness. In addition, the Company offers access to a range of health and wellness products designed to meet individual needs, which can include curated prescription and non-prescription products. The Company’s products and services are available for purchase directly by customers on the Company’s websites and mobile applications. Additionally, Hims & Hers non-prescription products can be found in tens of thousands of top retail locations in the United States. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and variable interest entities in which it is the primary beneficiary. All intercompany transactions and balances have been eliminated in the consolidated financial statements herein. 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 The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates, judgments, and assumptions by management include, among others, valuation and recognition of stock-based compensation expense, initial and subsequent valuation of contingent consideration in business combinations or asset acquisitions, purchase price allocation for business combinations, valuation of assets acquired in an asset acquisition, estimates used in determining the useful lives of intangible assets, valuation of deferred tax assets, estimating the net realizable value of inventory, valuation of refund reserve, and estimates used in the capitalization of website development and internal-use software costs. Management believes that the estimates, judgments, and assumptions upon which it relies are reasonable based upon information available to it at the time that these estimates, judgments, and assumptions were made. Actual results experienced by the Company may differ from management’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected. Risks and Uncertainties 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. These 90 Table of Contents 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, 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 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 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 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. Foreign Currency Translation The Company’s consolidated financial statements are presented in U.S. dollars. 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 income (loss) on the consolidated statements of operations and comprehensive income (loss). Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, 91 Table of Contents 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. 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 The Company is managed as a single operating segment on a consolidated basis, inclusive of acquisitions. The Company determines its operating segments based on how the chief operating decision maker (“CODM”) makes decisions regarding the allocation of resources and operational strategy, assesses performance, and manages the organization at a consolidated level. The Chief Executive Officer (“CEO”), is the CODM. The products and services from which this segment derives its revenues are described below in the discussion of revenue recognition. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity or remaining maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash and cash equivalents with financial institutions. 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. Investments Available-for-sale debt instruments with original maturities at the date of purchase greater than three months and remaining maturities of less than one year are classified as short-term available-for-sale investments on the 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 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 The Company considers whether unrealized losses have resulted from a credit loss or other factors. 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, 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 92 Table of Contents 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. Fair Value of Financial Instruments The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. 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 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. The Company reserves for expired, slow-moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory. Management monitors inventory to identify events that would require impairment due to slow-moving, expired, or obsolete inventory and reduces the value of inventory when required. 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, income taxes, and trade and other accounts receivables. Prepaid expenses are recorded when payment has been made in advance for goods and services. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Receivables are stated at amounts estimated by management to be equal to their net realizable values. The allowance for doubtful accounts, if any, is the Company's best estimate of the amount of expected credit losses on its accounts receivable. The expectation of collectability is based on the Company's review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and an allowance is recorded accordingly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. 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. The Company does not have any off-balance sheet credit exposure related to its customers. 93 Table of Contents 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. Property and equipment are recorded at cost, less accumulated depreciation and amortization. Maintenance and repair costs are charged to expense as incurred, and expenditures that extend the useful lives of assets are capitalized. Capitalizable website and mobile application development and internal-use software costs are recorded at cost, less amortization. The costs incurred during the website application and infrastructure stages as well as costs incurred during the graphics and content development stages are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use. The costs incurred during the application development phase are capitalized until the project is completed and the asset is ready for intended use. All costs that relate to the preliminary project and post-implementation operation phases of development are expensed as incurred. 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 2027 9,163 2028 4,515 Total $ 26,983 Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill balances denominated in non-U.S. dollar currencies are translated into U.S. dollars each reporting period using period-end exchange rates. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. 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. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of $ 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 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, 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 94 Table of Contents 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 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. The operating lease ROU assets represent the Company’s right to use the underlying assets for the lease terms and the lease liabilities represent the Company’s obligation to make lease payments arising from the leases. 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. 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. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, an adjustment is made to the carrying amount of the corresponding ROU asset. The Company does not allocate consideration between lease and non-lease components. The Company's lease agreements contain variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or operating lease liabilities for leases with a term of 12 months or less of all asset classes. 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). Capped Calls 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. 95 Table of Contents Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company’s consolidated revenue primarily comprises online sales of health and wellness products and services through the Company’s websites and mobile applications, including prescription and non-prescription products. In certain contracts that contain prescription products prescribed as the result of a consultation, revenue also includes medical consultation services and post-consultation service, if applicable. 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 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 both United States Revenue and Rest of the World Revenue, a significant majority of customers are individuals who purchase products and/or services through the Company’s websites or mobile applications. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company’s contracts primarily include the following performance obligations: access to (i) products, as well as 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 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. The customer obtains control of the products and services upon the Company’s completion of its performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on the prices at which the Company separately sells the products and services, as well as market and cost plus estimates. 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 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; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. Additionally, with the exception of Platform Partner arrangements (defined below), to fulfill its promise to customers for contracts that include sale of prescription products, the Company utilizes (i) certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”) and (ii) wholly-owned pharmacies. The pharmacies, as licensed, fill prescription orders for customers who have received a prescription from a prescribing Provider through the Company’s websites and mobile applications. The Company accounts for prescription product revenue from Partner Pharmacies as a 96 Table of Contents 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, as applicable; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. Further, to provide access to certain products, a substantial majority of which are prescription products, the Company has contracts with third-party platform partners (“Platform Partners”). Under the Platform Partner arrangements, the Company accounts for the provision of access to prescription products as an agent in the arrangement. This conclusion is reached because (i) the Company is contractually restricted in determining which pharmacy fills a customer’s prescription; (ii) the Platform Partner has discretion over how the prescription products are fulfilled, including the packaging used, and the related shipments do not utilize the Company’s branded packaging, as applicable; (iii) the Platform Partner is responsible to the customer for the satisfactory fulfillment and acceptability of the order, with the Platform Partner’s role in the arrangement explicitly disclosed to the customer; (iv) the Platform Partner is responsible for refunds related to fulfillment obligations of the prescription medication after transfer of control to the customer, as applicable; and (v) the Platform Partner has discretion in how the listed prices are displayed on the Company’s websites and mobile applications for its offerings, as applicable. The Company estimates refunds using the expected value method primarily based on historical refunds granted to customers. The Company updates its estimate at the end of each reporting period and recognizes the estimated amount as contra-revenue with a corresponding refund liability. Sales, value-added, and other taxes are excluded from the transaction price and, therefore, from revenue. The Company accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue. For sales 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. As of December 31, 2025 and 2024, total deferred revenue was $ 127.2 million and $ 75.3 million, respectively. 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 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. Stock-Based Compensation The fair value of stock options, equity-classified warrants issued to vendors, restricted stock units (“RSUs”), and performance RSUs (“PRSUs”) are measured at the grant date fair value. The fair value of employee stock options and vendor warrants are generally determined using the Black-Scholes Merton (“BSM”) option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Stock options that were granted to the Company’s CEO with performance and market conditions and earn-out RSUs were valued using the Monte Carlo simulation model. 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 97 Table of Contents 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. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the 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 and the fair market value on the purchase date. The ability to purchase shares of the Company’s Class A common stock for a discount represents an option and, therefore, the ESPP is considered a compensatory plan. Accordingly, stock-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the BSM option-pricing model and is recognized over the requisite service period, which is the withholding period. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax reporting basis of assets and liabilities. These differences are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company provides a valuation allowance, if necessary, to reduce its deferred tax assets to the net amount it believes is more likely than not to be realized. The Company considers both positive and negative evidence, including its historical operating results, forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, and ongoing tax planning strategies, to ascertain the need for a valuation allowance. If and when the Company concludes that it is more likely than not to utilize some or all of its deferred tax assets, the Company releases some or all of its valuation allowance and its tax provision will decrease in the period in which the Company makes such determination, which will cause a corresponding one-time increase to net income. The Company accounts for uncertain tax positions in accordance with the relevant guidance, which prescribes a two-step approach to recognize and measure uncertain tax positions taken or expected to be taken in the income tax return. The first step is to determine whether it is more likely than not that the tax position will be sustained on the basis of the technical merits of the position. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company's policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes on the consolidated statement of operations. Employee Benefit Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. 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. Advertising 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 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 98 Table of Contents 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 . Liquidity 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, 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 December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this ASU expand income tax disclosure requirements, primarily through enhanced disclosures related to income taxes paid and the rate reconciliation. ASU 2023-09 is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. 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 ASU expand certain expense category disclosure requirements, primarily through enhanced disclosures about inventory purchases, employee compensation, depreciation, amortization, and selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which clarified the effective date for ASU 2024-03. The ASU is effective for all public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU should be applied on a prospective basis and retrospective application is permitted. The Company is evaluating the method of adoption and the impact of this ASU on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The amendments in this ASU remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 to increase the operability of the recognition guidance considering different methods of software development. ASU 2025-06 is effective for all public entities for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. Entities may adopt the amendments using a prospective, modified, or retrospective transition approach. The Company is evaluating the method of adoption and the impact of this ASU on its consolidated financial statements and related disclosures. 99 Table of Contents 3. Acquisitions 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) . 100 Table of Contents 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 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 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. 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 $ 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) . 101 Table of Contents 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. C S Bio Co. In February 2025, the Company acquired via an asset purchase agreement certain manufacturing assets from C S Bio Co. (the “Seller”), a company located in the United States. The Company entered into the asset purchase agreement in order to strengthen its supply chain capabilities. The total cash and Class A common stock consideration payable and issuable in connection with the closing of the transaction is up to 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. MedisourceRx 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). 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 fair value of the 503B pharmacy license was determined using the income approach. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed (in thousands): 503B pharmacy license $ 28,596 Goodwill 1,847 Other net assets 557 Net assets acquired $ 31,000 102 Table of Contents Amortization expense related to the 503B pharmacy license is recognized on a straight-line basis over the useful life of ten years , within operations and support expense on the consolidated statements of operations and comprehensive income (loss). The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $ 1.8 million represents future economic benefits expected to arise from synergies from combining operations resulting in increased market presence of compounding capabilities and advanced expertise of compounding operations. The $ 1.8 million of goodwill recognized upon acquisition is expected to be deductible for U.S. income tax purposes. 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. 4. Investments Available-for-sale investments as of December 31, 2025, consist of the following (in thousands): Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Government and government agency $ 180,111 $ 426 $ — $ 180,537 Corporate bonds 158,471 53 — 158,524 U.S. Treasury bills 9,810 5 — 9,815 Total short-term available-for-sale investments $ 348,392 $ 484 $ — $ 348,876 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Government and government agency $ 270,457 $ 718 $ — $ 271,175 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): Adjusted Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury bills $ 60,040 $ 120 $ — $ 60,160 Corporate bonds 18,058 3 ( 1 ) 18,060 Government and government agency 1,446 1 — 1,447 Total short-term available-for-sale investments $ 79,544 $ 124 $ ( 1 ) $ 79,667 5. Inventory Inventory consists of the following (in thousands): December 31, 2025 2024 Raw materials $ 53,151 $ 29,350 Finished goods 26,977 35,077 Total inventory $ 80,128 $ 64,427 103 Table of Contents As of December 31, 2025 and 2024, inventory classified as work-in-process was not material. 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2025 2024 Prepaid expenses $ 37,889 $ 16,172 Vendor deposits 35,606 8,501 Receivables, net 32,149 6,080 Other current assets 4,374 400 Total prepaid expenses and other current assets $ 110,018 $ 31,153 7. Property, Equipment, and Software, Net Property, equipment, and software, net consist of the following (in thousands): December 31, 2025 2024 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 Assets not placed in service 214,283 33,764 Total property, equipment, and software 364,519 106,582 Less: accumulated depreciation and amortization ( 52,589 ) ( 24,499 ) 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 charges for property, equipment, and software were immaterial for each of the years ended December 31, 2025, 2024, and 2023. 104 Table of Contents 8. Goodwill and Intangible Assets, Net Goodwill The changes in the carrying value of goodwill for the periods presented are as follows (in thousands): Carrying Value 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 Intangible assets, net as of December 31, 2025 consist of the following (in thousands): Gross Amount Accumulated Amortization and Impairment Net Carrying Value Weighted Average Remaining Useful Life (Years) 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 Other 69,208 ( 11,754 ) 57,454 3.1 Intangible assets, net $ 230,799 $ ( 34,683 ) $ 196,116 7.8 Intangible assets, net as of December 31, 2024 consist of the following (in thousands): Gross Amount Accumulated Amortization and Impairment Net Carrying Value Weighted Average Remaining Useful Life (Years) 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 Intangible assets, net $ 57,552 $ ( 14,142 ) $ 43,410 8.5 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. There were no impairment charges for the years ended December 31, 2025, 2024, and 2023. 105 Table of Contents 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 2027 37,394 2028 23,262 2029 16,064 2030 13,667 2031 and thereafter 64,777 $ 196,116 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): December 31, 2025 2024 Marketing $ 16,745 $ 21,839 Payroll 16,103 12,067 Professional services 9,860 8,463 Tax 9,636 2,152 Product and shipping 7,309 1,306 Other accruals 18,865 7,186 Total accrued liabilities $ 78,518 $ 53,013 10. Operating Leases 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. 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. 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. 106 Table of Contents 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 2027 16,340 2028 16,564 2029 17,120 2030 17,429 2031 and thereafter 137,178 Gross lease payments 216,974 Less: imputed interest ( 68,964 ) 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. 11. Variable Interest Entities 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. Under the VIE model, the Company presents the results of operations, cash flows, and the financial position of the VIEs as part of the consolidated financial statements of the Company as if the consolidated group were a single economic entity. The assets of the VIEs can only be used to settle the obligations of the VIEs. There is no noncontrolling interest upon consolidation of the entities. The results of operations and cash flows of the VIEs are also included in the Company’s 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. As of December 31, 2025 and 2024, current and total liabilities were $ 6.0 million and $ 16.6 million, respectively. All amounts are after elimination of intercompany transactions, balances, and non-cash impact of operating leases. 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, 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. 107 Table of Contents 12. Fair Value Measurements The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 90,594 $ — $ — $ 90,594 Short-term available-for-sale investments: U.S. 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 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 Liabilities 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 Assets Cash and cash equivalents: Money market funds $ 64,717 $ — $ — $ 64,717 Short-term available-for-sale investments: U.S. Treasury bills 60,160 — — 60,160 Corporate bonds — 18,060 — 18,060 Government and government agency — 1,447 — 1,447 Restricted cash: Money market funds 856 — — 856 Total assets $ 125,733 $ 19,507 $ — $ 145,240 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. 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 108 Table of Contents 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. 13. Debt 2030 Convertible Notes In May 2025, the Company issued $ 1.0 billion aggregate principal amount of 0 % convertible senior notes due 2030 (the “2030 Convertible Notes”). The 2030 Convertible Notes mature on May 15, 2030, unless earlier repurchased, redeemed, or converted, do not bear regular interest, and their principal amount will not accrete. The total net proceeds from the issuance of the 2030 Convertible Notes, after deducting initial purchasers' discounts and debt issuance costs, were approximately $ 968.7 million. 109 Table of Contents 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 110 Table of Contents 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. Capped Calls 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. 111 Table of Contents 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. 14. Commitments and Contingencies Purchase Obligations The Company has non-cancelable contractual obligations with remaining terms in excess of one year to make future purchases, primarily related to cloud-based software contracts used in operations. 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 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 112 Table of Contents 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. , No. 25-cv-5866 (N.D. Cal.) (filed July 14, 2025), Herman v. Dudum, et al., No. 25-cv-6326 (N.D. Cal.) (filed July 29, 2025), and Popper v. Dudum, et al. , No. 25-cv-7337 (N.D. Cal.) (filed August 29, 2025). The Company is a nominal defendant. The Derivative Actions relate to the matters alleged in the Securities 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. v. Hims & Hers Health, Inc., et al., No. 1:26-cv-0014. The complaint asserts claims for patent infringement related to Novo Nordisk’s U.S. Patent No. 8,12,343 (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. 15. Stockholders’ Equity Common Stock The Company has two classes of common stock, Class A and Class V common stock. The rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights. Share Repurchase Programs In 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. As 113 Table of Contents of December 31, 2025, the entire $ 100.0 million originally available under the 2024 Share Repurchase Program had been utilized. In November 2025, the Board of Directors authorized and approved a new share repurchase program (the “2025 Share Repurchase Program”) pursuant to which the Company may repurchase up to $ 250.0 million of the Company’s Class A common stock. The 2025 Share Repurchase Program expires on November 11, 2028. The Company intends to use the 2025 Share Repurchase Program to repurchase shares on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. The 2025 Share Repurchase Program may be suspended or discontinued at any time. During the year ended December 31, 2025, the Company repurchased and retired 708,080 shares of Class A common stock under the 2025 Share Repurchase program for $ 25.0 million. As of December 31, 2025, $ 225.0 million remains available under the 2025 Share Repurchase program. RSU Releases During the years ended December 31, 2025, 2024, and 2023, the Company released 7,032,775 , 6,829,961 , and 5,201,501 gross shares of Class A common stock, respectively, upon vesting of RSUs. In connection with the releases, 2,618,975 , 2,425,541 , and 1,729,045 shares of Class A common stock, respectively, were withheld for the payment of employee taxes. 2017 Stock Plan and 2020 Equity Incentive Plan In July 2017, Hims, Inc. (“Hims”) adopted the 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, the board of directors of Hims granted awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, and other stock awards to employees, directors, and consultants of Hims. In January 2021, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and reserved 21,000,000 authorized shares of Class A common stock the Company could issue. In addition, up to 19,000,000 shares of Hims Class A common stock subject to awards granted under the 2017 Plan that were forfeited, expired, or lapsed unexercised or unsettled could be added to the 2020 Plan reserve. Beginning on January 1, 2022 and ending on January 1, 2031, the number of authorized shares of 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. For the year ended December 31, 2025, 905 shares of Class A common stock subject to awards granted under the 2017 Plan that were forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. 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, 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. 2020 Employee Stock Purchase Plan In January 2021, the Board of Directors adopted the Company’s Employee Stock Purchase Plan (“ESPP”). The total shares of Class A common stock initially reserved under the ESPP is limited to 4,000,000 shares of Class A common stock. Beginning on January 1, 2022 and ending on January 1, 2041 (unless extended by the Board of Directors and approved by the Company’s shareholders), the number of authorized shares of common stock under the ESPP will automatically increase each fiscal year by the lesser of (i) 1 % of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year, (ii) 12,000,000 shares of Class A common stock, or (iii) a number of shares of Class A common stock determined by the Board of Directors. As of December 31, 2024, there were 6,047,919 and 4,441,943 shares of Class A common stock reserved and available for issuance, respectively, under the ESPP. There were no shares added to the ESPP reserve on January 1, 2025. Therefore, as of December 31, 2025, there were 6,047,919 shares of Class A common stock reserved for issuance under the ESPP. During the years ended December 31, 2025, 2024, and 2023, the Company issued 502,332 , 617,563 , and 594,885 shares, respectively, of Class A common stock under the ESPP. As of December 31, 2025, there were 3,939,611 shares of Class A common stock available for issuance under the ESPP. Under the ESPP, eligible employees may purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the Company’s compensation committee. The purchase price is 85 % of the lower of the fair market 114 Table of Contents value of the Company’s Class A common stock on the first trading day of the offering period or the fair market value on the purchase date. Under the ESPP, the Company may specify offering periods with durations of not more than 27 months, and may specify shorter purchase periods within each offering period. Employees participating in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. As of December 31, 2025, $ 1.2 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase periods ending May 2026. As of December 31, 2025, there was $ 7.5 million of unrecognized stock-based compensation related to the ESPP which is expected to be recognized over a weighted average period of 1.51 years. Stock Options 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. 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 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, 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. Vesting is cumulative in subsequent years if the market condition was not previously met. The Company recognizes expense related to this award for each tranche individually based on the fair value and requisite service period, which is the greater of the derived service period and the explicit service period. The fair value and the derived service term of the market condition were both measured using a Monte Carlo simulation model. The total grant date fair value was $ 3.8 million for this award. As of 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. 115 Table of Contents 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, 2023 Expected term (in years) 6.02 Expected volatility 49.9 % Risk-free interest rate 4.2 % Expected dividend yield — % Option activity (excluding the stock options granted to the CEO outlined above) is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Average Exercise Price Weighted Average Contractual Period (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2024 9,737 $ 5.15 6.33 $ 185,326 Exercised ( 3,268 ) 3.29 Forfeited and expired ( 11 ) 8.92 Outstanding at December 31, 2025 6,458 6.08 5.68 170,453 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 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. As of December 31, 2025, there was $ 1.3 million of unrecognized stock-based compensation related to unvested stock options (excluding the stock options granted to the CEO outlined above) which is expected to be recognized over a weighted average period of 0.80 years. The options outstanding and exercisable as of December 31, 2025 (excluding the stock options granted to the CEO outlined above) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Average Remaining Contractual Life (in Years) Shares Weighted Average Remaining Contractual Life (in Years) $ 0.06 – 0.40 14 2.07 14 2.07 1.55 – 1.75 235 3.54 235 3.54 2.43 – 3.11 693 4.43 693 4.43 5.01 – 6.82 3,722 6.17 3,455 6.16 8.13 – 11.53 1,646 5.48 1,460 5.26 12.21 – 15.17 148 5.27 148 5.27 6,458 6,005 116 Table of Contents The options outstanding and exercisable as of December 31, 2024 (excluding the stock options granted to the CEO outlined above) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Average Remaining Contractual Life (in Years) Shares Weighted Average Remaining Contractual Life (in Years) $ 0.06 – 0.40 361 3.16 361 3.16 1.55 – 1.75 496 4.52 496 4.52 2.43 – 3.11 2,486 5.43 2,486 5.43 5.01 – 6.82 4,358 7.17 2,612 7.15 8.13 – 9.41 1,781 6.69 1,399 6.33 12.21 – 15.17 255 6.23 212 6.20 9,737 7,566 RSUs RSUs for new employees generally vest over four years , with 25 % vesting one year after the vesting commencement date on the first Company Quarterly Vesting Date (defined below) and the remaining grant vesting quarterly thereafter on the specified vesting dates of March 15, June 15, September 15, and December 15 (each, a “Company Quarterly Vesting Date” or collectively, “Company Quarterly Vesting Dates”). Additional RSUs granted to current employees generally vest quarterly on Company Quarterly Vesting Dates over four years . RSU activity (excluding the performance RSUs outlined below) is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2024 15,757 $ 11.45 Granted 6,775 44.84 Vested ( 7,033 ) 12.54 Forfeited and expired ( 2,424 ) 15.10 Unvested at December 31, 2025 13,075 $ 27.50 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 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. 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. 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 117 Table of Contents 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. 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. As of December 31, 2025, there was unrecognized stock-based compensation expense related to unvested PRSUs of $ 9.2 million, which is expected to be recognized over a weighted average period of 1.02 years. The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis. Warrants The Company has historical Class A common stock warrants issued to nonemployees in connection with vendor service arrangements. As of December 31, 2025, there were 271,962 of these warrants outstanding and exercisable, with a weighted average exercise price of $ 1.75 , a weighted average contractual term of 7.01 years, and an aggregate intrinsic value of $ 8.4 million. Upon the exercise of outstanding warrants, vendors also have the right to receive 26,603 shares of Class A common stock. During the year ended December 31, 2024, one of the holders exercised 190,373 of their outstanding warrants at a weighted average exercise price of $ 1.75 . Upon the exercise of these warrants, the holder received an additional 18,622 shares of Class A common stock based on the terms of the earn-out arrangement. 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. These debt warrants were previously settled in additional paid-in capital as a result of their conversion to equity-classified Class A common stock warrants. Stock Subject to Vesting and Earn-out Share Liability In June 2021, the Company granted 447,553 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $ 5.5 million in connection with the acquisition of Honest Health Limited, which is now Hims & Hers UK Limited (“HHL”). 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 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 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. In July 2021, the Company granted 2,332,557 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $ 24.2 million in connection with the acquisition of Apostrophe. Vesting of the restricted shares 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, 2024 and 2023. 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 had been recognized. 118 Table of Contents Stock-Based Compensation Expense The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Marketing $ 12,510 $ 9,392 $ 5,477 Operations and support 18,910 10,205 6,815 Technology and development 19,240 12,534 7,126 General and administrative 84,584 60,191 46,662 Total stock-based compensation expense $ 135,244 $ 92,322 $ 66,080 The Company capitalized $ 3.6 million, $ 2.3 million, and $ 1.7 million of stock-based compensation, as internal-use software for the years ended December 31, 2025, 2024, and 2023 , respectively. 16. Related-Party Transactions 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) (“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. was no longer considered a related party. 17. Basic and Diluted Net Income (Loss) per Share The Company uses the two-class method to calculate net income (loss) per share. No dividends were declared or paid for the years ended December 31, 2025, 2024, and 2023. 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 the 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 and if-converted method. 119 Table of Contents 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): Year Ended December 31, 2025 2024 2023 Class A Class V Class A Class V Class A Class V Numerator: 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 ) — — Net income (loss) attributable to common stockholders, diluted 127,996 4,292 121,579 4,459 ( 22,604 ) ( 942 ) Denominator: Weighted average shares outstanding, basic 216,581,645 8,377,623 207,561,414 8,377,623 200,967,089 8,377,623 Effect of dilutive potential common shares 33,271,279 — 20,869,839 — — — Weighted average shares outstanding, diluted 249,852,924 8,377,623 228,431,253 8,377,623 200,967,089 8,377,623 Basic net income (loss) per share $ 0.57 $ 0.57 $ 0.58 $ 0.58 $ ( 0.11 ) $ ( 0.11 ) 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 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: Year Ended December 31, 2025 2024 2023 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 Common stock issued subject to vesting — — 1,090,181 PRSUs — — 928,642 Warrants to purchase Class A common stock — — 561,058 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. 18. Segments 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 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- 120 Table of Contents 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, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Revenue $ 2,347,637 $ 1,476,514 $ 872,000 Less: Cost of revenue 614,259 303,379 157,051 Customer acquisition costs 798,477 594,479 379,673 Employee compensation included within: Marketing 42,406 35,672 26,530 Operations and support 113,417 73,239 48,192 Technology and development 60,948 39,565 24,322 General and administrative 74,514 48,189 40,990 Stock-based compensation included within: Marketing 12,510 9,392 5,477 Operations and support 18,910 10,205 6,815 Technology and development 19,240 12,534 7,126 General and administrative 84,584 60,191 46,662 Depreciation and amortization expense included within operating expenses 51,194 15,350 9,515 Interest income and expense, net ( 23,526 ) ( 10,349 ) ( 9,029 ) Income tax (benefit) expense ( 4,441 ) ( 54,327 ) 1,975 Other segment items* 356,780 212,957 150,247 Segment net income (loss) 128,365 126,038 ( 23,546 ) Reconciliation of profit or loss Adjustments and reconciling items — — — Consolidated net income (loss) $ 128,365 $ 126,038 $ ( 23,546 ) ______________ (*) 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. 121 Table of Contents 19. Income Tax For financial reporting purposes, income (loss) before income taxes includes the following (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ 134,183 $ 71,111 $ ( 16,749 ) Foreign ( 10,259 ) 600 ( 4,822 ) Income (loss) before income taxes $ 123,924 $ 71,711 $ ( 21,571 ) The (benefit) provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Current: Federal $ ( 34 ) $ 1,639 $ 532 State 2,926 5,683 1,456 Foreign 5,628 — — Total current provision 8,520 7,322 1,988 Deferred: Federal ( 4,586 ) ( 43,328 ) 12 State ( 2,162 ) ( 18,321 ) ( 25 ) Foreign ( 6,213 ) — — Total deferred benefit ( 12,961 ) ( 61,649 ) ( 13 ) Total (benefit) provision for income taxes $ ( 4,441 ) $ ( 54,327 ) $ 1,975 122 Table of Contents 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 ) % Germany 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 ) % Tax credits 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. 123 Table of Contents 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, 2024 2023 Tax provision (benefit) at federal statutory rate $ 15,059 $ ( 4,530 ) State taxes, net of federal benefits 2,700 1,636 Non-deductible officers' compensation 26,632 6,386 Non-deductible expenses 373 714 Warrants and earn-outs ( 1,141 ) 226 Research and development credits ( 4,801 ) ( 5,398 ) Stock-based compensation ( 28,361 ) 1,747 Change in valuation allowance ( 65,021 ) 1,330 Other, net 233 ( 136 ) Total $ ( 54,327 ) $ 1,975 124 Table of Contents The components of deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 19,263 $ 21,032 Operating lease liabilities 37,135 2,827 Capitalized research and development 25,683 35,120 Research and other credits 20,248 4,812 Interest original issue discount 10,703 — Other intangibles assets 8,986 276 Stock-based compensation 7,376 2,311 Inventory 5,843 5,874 Accrued expenses and reserves 4,279 3,778 Foreign tax credit carryforward 3,868 — Deferred revenue 412 186 Other deferred tax assets 2,706 865 Total gross deferred tax assets 146,502 77,081 Less valuation allowance ( 3,868 ) ( 2,493 ) Total deferred tax assets 142,634 74,588 Deferred tax liabilities: Other intangible assets ( 37,520 ) ( 3,771 ) Operating lease right-of-use assets ( 34,414 ) ( 2,711 ) Fixed assets ( 11,167 ) ( 4,560 ) Prepaid expenses ( 2,494 ) ( 793 ) Unrealized gain/loss ( 1,134 ) — Deferred state income tax — — Other deferred tax liabilities ( 2,054 ) ( 1,150 ) Total deferred tax liabilities ( 88,783 ) ( 12,985 ) 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. 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 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), which is objective and verifiable evidence, as well as anticipated future earnings. 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 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 125 Table of Contents 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. Generally, after a change in control, a loss corporation cannot deduct carryforward tax attributes in excess of the limitation prescribed by Sections 382 and 383. Therefore, certain of the Company’s carryforward tax attributes are subject to an annual limitation regarding their utilization against taxable income in future periods. As a result of issuances of different classes of preferred stock to investors in 2017 and 2018, the Company triggered “ownership change(s)” as defined in Section 382 and related provisions. Some of the Company’s net operating losses are limited by these ownership changes, but the annual limitation does not have a significant impact on the consolidated financial statements. Subsequent ownership changes may subject the Company to annual limitations of its net operating losses. Such annual limitations could result in the expiration of the net operating loss and credit carryforwards before utilization. Changes in unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023, excluding interest and penalties, were as follows (in thousands): 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 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, 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 Federal $ 15,428 State 7,004 Foreign 730 Total $ 23,162 During the year ended December 31, 2025, no individual jurisdiction exceeded 5% of the total cash income taxes paid. 126 Table of Contents 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. 20. Subsequent Events 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. 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. 127 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.