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Hims & Hers Health, Inc. Announces Proposed Convertible Senior Notes Offering to Support International Expansion and Accelerate AI-Driven Platform Investment

HIMS
  • Hims & Hers Health, Inc. announced an intention to offer $300 million in convertible senior notes due 2032 via a private placement to qualified institutional buyers under Rule 144A.
  • Initial purchasers may exercise an option to buy an additional $45 million in notes within 13 days of issuance.
  • Net proceeds will preserve financial flexibility while funding the proposed acquisition of Eucalyptus, expected to close in mid-2026.
  • Funds will also invest in technology, fulfillment infrastructure, & AI capabilities to drive cost efficiencies & enhance the consumer experience.
  • The notes are senior, unsecured obligations accruing semi-annual interest with maturity on June 1, 2032.
  • Hims & Hers may settle conversions via cash, Class A common stock, or a combination, at the Company's option.
  • Notes are redeemable for cash at the Company's option on or after June 6, 2029, if specific stock price conditions are met.
  • Noteholders may require repurchase upon fundamental corporate changes, receiving principal plus accrued interest.
  • The Company plans to enter capped call transactions to reduce potential dilution from conversions or offset cash payments.
  • Option counterparties may engage in derivative transactions or stock trading that could influence market prices of the stock or notes.
  • The offering is unregistered under the Securities Act & sales are restricted to exempt transactions.
  • Forward-looking statements regarding the offering, Eucalyptus transaction timing, & use of proceeds are subject to risks & uncertainties.