HIMS 8-K — Smart Summary

Hims & Hers Health, Inc. priced an upsized $350 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 in a private Rule 144A offering on May 18, 2026, increased from an initially announced $300 million, with proceeds intended to support international expansion including the proposed acquisition of Eucalyptus, AI platform investment, and technology infrastructure.

• Proposed acquisition target: Eucalyptus
• Expected close: mid-2026, subject to customary closing conditions
• A portion of net proceeds from the notes offering intended to fund financial flexibility for the acquisition
• Acquisition requires requisite regulatory consents and approvals from governmental entities

• Offering: $350 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (upsized from initial $300 million)
• Initial purchasers granted option to purchase up to an additional $52.5 million aggregate principal amount of notes, for settlement within 13 days of issuance
• Estimated net proceeds: approximately $338.5 million (or approximately $389.5 million if overallotment option fully exercised), after deducting discounts, commissions, and estimated offering expenses
• Settlement date: May 21, 2026; maturity date: June 1, 2032; notes are senior, unsecured obligations with no regular interest and no accretion of principal
• Initial conversion rate: 33.8590 shares of Class A common stock per $1,000 principal amount; initial conversion price: approximately $29.53 per share, representing a premium of approximately 32.5% over the last reported sale price of $22.29 per share on May 18, 2026
• Notes redeemable at Company's option on or after June 6, 2029 if last reported sale price per share exceeds 130% of the conversion price for a specified period; fundamental change put right at par plus accrued interest

• Approximately $32.0 million of net proceeds to be used to fund capped call transactions entered into in connection with the notes offering
• Capped call transactions intended to reduce potential dilution to Class A common stock upon conversion and/or offset cash payments in excess of principal amount of converted notes
• Cap price of capped call transactions: approximately $50.15 per share, representing a premium of approximately 125% over the last reported sale price of $22.29 per share on May 18, 2026
• Remaining net proceeds, if any, to be used for general corporate purposes including technology and fulfillment infrastructure investment and AI capability scaling