{"url_path":"/sec/hims/8-k/2026-05-21/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1773751/0001193125-26-234847-index.html","accession_number":"0001193125-26-234847","cik":"0001773751","ticker":"HIMS","issuer_name":"Hims & Hers Health, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1773751/0001193125-26-234847-index.html","primary_entity_key":"0001773751","primary_entity_name":"Hims & Hers Health, Inc."},"word_count":278,"has_tables":true,"body_markdown":"Item 3.02.\n\nUnregistered Sales of Equity Securities.\n\nThe disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s Class A common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 18,057,397 shares of the Company’s Class A common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 44.8631 shares of Class A common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.\n\nThe offer and sale of the Notes and the Company’s Class A common stock issuable on conversion of the Notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful."}