HIMS Hims and Hers Health Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Hims & Hers Health, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

433000 106

(CUSIP Number)

Andrew Dudum

2269 Chestnut Street, #523

San Francisco, California 94123

(415) 851-0195

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 to Schedule 13D relates to the Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”) of Hims & Hers Health, Inc. (“Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Person with the Commission on February 1, 2021, as amended by Amendment No. 1 filed with the Commission on December 15, 2021 (collectively, the “Original Schedule 13D” and, as so amended and supplemented, the “Statement”). This Statement is being filed by the Reporting Person. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Original Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The information contained in Item 3 and 4 of this Schedule 13D is incorporated by reference herein.

(a, b) The responses of the Reporting Person with respect to Rows 7 through 13 of the cover page to this Amendment No. 2 are incorporated herein by reference.

(c) The transactions in the securities of the Issuer by the Reporting Person since the sixtieth day prior to the date of the event requiring the filing of this Amendment No. 2 are set forth in Schedule A hereto and are incorporated herein by reference.

(d) To the best knowledge of the Reporting Person, no person other than the Reporting Person or his affiliated trusts has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares of Class A Common Stock reported herein.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1: Duly authorized under Power of Attorney by and on behalf of Andrew Dudum.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schedule A

Open-Market Sales Pursuant to Rule 10b5-1 Trading Plan

Acquisitions/Dispositions in Beneficial Ownership Related to Vesting and Net Settlement of RSUs

Exhibit 99.1

LIMITED POWER OF ATTORNEY

Know all by these present, that I, Andrew Dudum, hereby make, constitute and appoint Soleil Boughton, Alexandra Cotter Wilkins and Kimberly Mather, acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Trustee or in other capacities of my various affiliated trusts (the “Trusts”), all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation, all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) under the Act, and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4, or Form 5.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney shall remain in full force and effect until the earlier of it being (a) revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein as of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of October, 2024.