Hims & Hers announces proposed convertible senior notes offering

Hims & Hers Health announced its intention to offer, subject to market and other conditions, $300M aggregate principal amount of convertible senior notes due 2032 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. Hims & Hers also expects to grant 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 $45M 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. 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, will accrue interest payable semi-annually in arrears and will mature on June 1, 2032, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. 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.