Hims & Hers Health, Inc. Prices Upsized $350 Million Convertible Senior Notes Offering to Support International Expansion and Accelerate AI-Driven Platform Investment

Hims & Hers Health, Inc. (“Hims & Hers” or the “Company”, NYSE: HIMS) today announced the pricing of its offering of $350 million aggregate principal amount of 0.00% convertible senior notes due 2032 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $300 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on May 21, 2026, subject to customary closing conditions. Hims & Hers also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $52.5 million aggregate principal amount of notes.

Hims & Hers intends to use the net proceeds from the offering to preserve financial flexibility while executing on its international expansion strategy, including its proposed acquisition of Eucalyptus, which is expected to close in mid-2026, subject to customary closing conditions. The Company also intends to use the net proceeds to invest in technology and fulfillment infrastructure to drive anticipated cost efficiencies, as well as to scale AI capabilities that enhance the consumer experience and better leverage the Company’s closed-loop data ecosystem. A portion of the net proceeds will be used to fund the cost of entering into the capped call transactions described below. If the initial purchasers exercise their option to purchase additional notes, a portion of the additional proceeds will also be used to fund the cost of entering into the related capped call transactions. The Company intends to use the remainder of the net proceeds, if any, for general corporate purposes.

The notes will be senior, unsecured obligations of Hims & Hers. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on June 1, 2032, unless earlier repurchased, redeemed or converted. Before March 1, 2032, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after March 1, 2032, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Hims & Hers will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s option. The initial conversion rate is 33.8590 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $29.53 per share of Class A common stock. The initial conversion price represents a premium of approximately 32.5% over the last reported sale price of $22.29 per share of the Company’s Class A common stock on May 18, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

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