HIMS 8-K — Smart Summary

On May 21, 2026, the Company issued $402.5 million aggregate principal amount of senior unsecured convertible notes due June 1, 2032, governed by an Indenture with U.S. Bank Trust Company, National Association as trustee. In connection with the offering, the Company also entered into Capped Call Transactions with five Option Counterparties to reduce potential dilution upon conversion of the Notes.

• Indenture and Senior Unsecured Convertible Notes — Between the Company and U.S. Bank Trust Company, National Association (Trustee); dated May 21, 2026; $402.5 million aggregate principal amount; senior, unsecured obligations; no regular interest and no principal accretion; matures June 1, 2032; initial conversion rate of 33.8590 shares of Class A common stock per $1,000 principal amount, representing an initial conversion price of approximately $29.53 per share; Company may settle conversions in cash, Class A common stock, or a combination at its election; redeemable at Company's option on or after June 6, 2029 and on or before the 25th scheduled trading day before maturity, subject to liquidity conditions and Class A common stock trading above 130% of conversion price for at least 20 of 30 consecutive trading days; Company may not redeem less than all outstanding Notes unless at least $75.0 million aggregate principal amount remains outstanding and not called for redemption; upon Fundamental Change, noteholders may require repurchase at principal amount plus accrued and unpaid special and additional interest; special interest remedy for certain reporting covenant defaults capped at 0.50% per annum for up to 365 days; cross-default threshold for indebtedness of at least $30,000,000
• Base Capped Call Transactions — Between the Company and HSBC Bank USA, National Association, Barclays Bank PLC, BNP Paribas, Truist Bank, and Morgan Stanley & Co. LLC (Option Counterparties); entered into May 18, 2026 in connection with the pricing of the Notes offering; cover the aggregate number of shares of Class A common stock initially underlying the Notes; cap price initially approximately $50.15 per share, representing a premium of 125.0% over the last reported sale price of Class A common stock on May 18, 2026; intended to reduce potential dilution and/or offset cash payments in excess of principal upon conversion, subject to the cap
• Additional Capped Call Transactions — Between the Company and the same five Option Counterparties; entered into May 19, 2026 in connection with the Notes Option; same cap price and structure as the Base Capped Call Transactions; together with the Base Capped Call Transactions constitute the 'Capped Call Transactions'; separate from the Notes and do not affect noteholders' rights

• Optional Redemption Conditions — Redeemable on or after June 6, 2029; requires satisfaction of certain liquidity conditions and last reported sale price of Class A common stock exceeding 130% of conversion price on at least 20 trading days during the 30 consecutive trading days ending on the trading day immediately before the redemption notice, and on the trading day immediately before the redemption notice
• Partial Redemption Minimum — Company may not redeem less than all outstanding Notes unless at least $75.0 million aggregate principal amount of Notes are outstanding and not called for redemption at the time the redemption notice is sent
• Early Conversion Conditions — Before March 1, 2032, noteholders may convert only upon occurrence of certain specified events; from and after March 1, 2032, noteholders may convert at any time until the close of business on the second scheduled trading day immediately before the maturity date
• Make-Whole Fundamental Change — Conversion rate increased in certain circumstances for a specified period upon occurrence of certain corporate events constituting a Make-Whole Fundamental Change; calling any Note for redemption also constitutes a Make-Whole Fundamental Change with respect to that Note
• Cross-Default Threshold — Event of Default triggered by certain defaults with respect to indebtedness for borrowed money of at least $30,000,000 by the Company or any significant subsidiary

• Section 4(a)(2) — Securities Act Section 4(a)(2); Notes issued to initial purchasers in transactions not involving any public offering
• Rule 144A — Securities Act Rule 144A; Notes resold by initial purchasers to persons reasonably believed to be qualified institutional buyers
• Section 3(a)(9) — Securities Act Section 3(a)(9); shares of Class A common stock issuable upon conversion of the Notes, involving an exchange by the Company exclusively with its security holders

• Aggregate Principal Amount — $402.5 million of Notes issued on May 21, 2026
• Interest / Accretion — Notes bear no regular interest and principal amount does not accrete
• Conversion Price — Initial conversion price of approximately $29.53 per share of Class A common stock; conversion rate of 33.8590 shares per $1,000 principal amount
• Redemption Price — Cash amount equal to principal amount of Notes redeemed, plus accrued and unpaid special and additional interest, if any
• Fundamental Change Repurchase Price — Cash amount equal to principal amount of Notes repurchased, plus accrued and unpaid special and additional interest, if any
• Capped Call Cost — Approximately $36.7 million for the Capped Call Transactions
• Capped Call Cap Price — Initially approximately $50.15 per share, representing a 125.0% premium over the last reported sale price of Class A common stock on May 18, 2026
• Special Interest Remedy Cap — Up to 0.50% per annum on principal amount for up to 365 days for certain reporting covenant Event of Default

• Convertible Notes — sold to initial purchasers in a private placement; resold to qualified institutional buyers under Rule 144A; maximum of 18,057,397 shares of Class A common stock issuable upon conversion at an initial maximum conversion rate of 44.8631 shares per $1,000 principal amount of Notes; date of filing: 2026-05-21