Stockholders' Equity | Stockholders’ Equity Common Stock The Company has two classes of common stock, Class A and Class V common stock. The rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights. Share Repurchase Program On October 26, 2023, the Board of Directors authorized and approved a share repurchase program pursuant to which the Company may repurchase up to $50.0 million of the Company’s Class A common stock. The program expires on November 8, 2025. The Company intends to use the program to repurchase shares on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through 10b5-1 trading plans. This repurchase program may be suspended or discontinued at any time. During the year ended December 31, 2023, the Company repurchased and retired 237,458 shares of Class A common stock under the program for $2.0 million. As of December 31, 2023, $48.0 million remains available under the program. RSU Releases During the years ended December 31, 2023, 2022, and 2021, the Company released 5,201,501, 2,333,695, and 1,810,545 gross shares of Class A common stock, respectively, upon vesting of RSUs. In connection with the releases, 1,729,045, 701,584, and 620,759 shares of Class A common stock, respectively, were withheld for the payment of employee taxes. 2017 Stock Plan and 2020 Equity Incentive Plan In July 2017, Hims adopted the 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, the board of directors of Hims granted awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, and other stock awards to employees, directors, and consultants of Hims. In January 2021, in connection with the Merger, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and reserved 21,000,000 authorized shares of Class A common stock the Company could issue. In addition, up to 19,000,000 shares of Hims Class A common stock subject to awards granted under the 2017 Plan that were forfeited, expired, or lapsed unexercised or unsettled could be added to the 2020 Plan reserve. Beginning on January 1, 2022 and ending on January 1, 2031, the number of authorized shares of common stock under the 2020 Plan will automatically increase each fiscal year by 5% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year unless the Board of Directors approves a lesser number. As of the effective date of the 2020 Plan, no further stock awards have been or will be granted under the 2017 Plan. As of December 31, 2022, there were 33,101,677 and 10,963,031 shares of Class A common stock reserved and available for issuance, respectively, under the 2020 Plan. For the year ended December 31, 2023, 89,810 shares of Class A common stock subject to awards granted under the 2017 Plan that were forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. Additionally, on January 1, 2023, 10,421,465 shares of Class A common stock were automatically added to the 2020 Plan reserve. Therefore, as of December 31, 2023, there were 43,612,952 shares of Class A common stock reserved and 12,577,863 shares of Class A common stock available for issuance under the 2020 Stock Plan. There were no more shares available for grant under the 2017 Plan since the 2017 Plan was replaced by the 2020 Plan. 2020 Employee Stock Purchase Plan In January 2021, the Board of Directors adopted the Company’s Employee Stock Purchase Plan (“ESPP”). The total shares of Class A common stock initially reserved under the ESPP is limited to 4,000,000 shares of Class A common stock. Beginning on January 1, 2022 and ending on January 1, 2041 (unless extended by the Board of Directors and approved by the Company’s shareholders), the number of authorized shares of common stock under the ESPP will automatically increase each fiscal year by the lesser of (i) 1% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year, (ii) 12,000,000 shares of Class A common stock, or (iii) a number of shares of Class A common stock determined by the Board of Directors. As of December 31, 2022, there were 6,047,919 and 5,654,391 shares of Class A common stock reserved and available for issuance, respectively, under the ESPP. There were no shares added to the ESPP reserve on January 1, 2023. Therefore, as of December 31, 2023, there were 6,047,919 shares of Class A common stock reserved for issuance under the ESPP. During the years ended December 31, 2023 and 2022, respectively, the Company issued 594,885 and 393,528 shares of Class A common stock under the ESPP. No shares were issued under the ESPP during the year ended December 31, 2021. As of December 31, 2023, there were 5,059,506 shares of Class A common stock available for issuance under the ESPP. Under the ESPP, eligible employees may purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the Company’s compensation committee. The purchase price is 85% of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period or the fair market value on the purchase date. Under the ESPP, the Company may specify offering periods with durations of not more than 27 months, and may specify shorter purchase periods within each offering period. Employees participating in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. As of December 31, 2023, $0.5 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase periods ending May 2024. As of December 31, 2023, there was $2.0 million of unrecognized stock-based compensation related to the ESPP which is expected to be recognized over a weighted average period of 1.43 years. Stock Options Options for new employees generally vest over four years, with 25% vesting one year after the vesting commencement date and then 1/48th of the total grant vesting monthly thereafter. Options granted to current employees generally vest 1/48th of the total grant monthly over four years. Options granted are exercisable within a period not exceeding ten years from the grant date. On June 17, 2020, the board of directors of Hims granted 3,246,139 and 1,623,070 stock options to the CEO with an exercise price of $2.43 to vest upon either (i) an acquisition of the Company with per share consideration equal to at least $22.99 and $38.31, respectively, or (ii) a per share price on a public stock exchange that is at least equal to $22.99 and $38.31, respectively. The CEO is required to be employed at the time the per share consideration/price is achieved in order to receive the awards, but the awards are not subject to any other service condition. The Company recognizes expense related to these awards based on the fair value and derived service period as measured using a Monte Carlo simulation model, and the expense is accelerated if the requirements outlined in (i) and (ii) above are achieved. The grant date fair value was $16.6 million for these awards. The $22.99 per share price threshold related to awards for the 3,246,139 stock options was achieved in February 2021. As of December 31, 2023, 313,257 of these stock options have been exercised at a weighted average exercise price of $2.43. As of December 31, 2023, there was $0.4 million of remaining compensation expense to be recognized for the remaining 1,623,070 stock options over a period of 0.29 years. On February 24, 2022, the Board of Directors granted 2,085,640 stock options to the CEO with an exercise price of $5.01 that vest in four The grant date fair value of the Company’s stock options granted (excluding the stock options granted to the CEO outlined above) was estimated using the following weighted average assumptions: Year Ended December 31, 2023 2022 2021 Expected term (in years) 6.02 6.02 5.94 Expected volatility 49.9 % 48.0 % 58.6 % Risk-free interest rate 4.2 % 2.0 % 0.9 % Expected dividend yield — % — % — % Option activity (excluding the stock options granted to the CEO outlined above) is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Weighted Aggregate Outstanding at December 31, 2022 14,450 $ 4.68 7.98 $ 35,771 Granted 603 11.53 Exercised (912) 1.74 Forfeited and expired (357) 6.50 Outstanding at December 31, 2023 13,784 5.14 7.14 57,972 Exercisable as of December 31, 2023 9,688 4.55 6.68 45,759 The weighted average grant date fair value of options granted for the years ended December 31, 2023, 2022, and 2021 was $6.09, $2.44, and $6.51 per share, respectively, and the intrinsic value of vested options exercised was $6.2 million, $6.3 million, and $12.6 million, respectively. As of December 31, 2023, there was $15.3 million of unrecognized stock-based compensation related to unvested stock options (excluding the stock options granted to the CEO outlined above) which is expected to be recognized over a weighted average period of 2.04 years. The options outstanding and exercisable as of December 31, 2023 (excluding the stock options granted to the CEO outlined above) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 1,422 4.23 1,422 4.23 1.55 – 1.75 760 5.37 760 5.37 2.43 – 3.11 2,751 6.43 2,751 6.43 5.01 – 6.82 5,913 8.18 2,690 8.18 8.13 – 11.53 2,127 7.68 1,499 7.20 12.21 – 15.17 811 7.32 566 7.31 13,784 9,688 The options outstanding and exercisable as of December 31, 2022 (excluding the stock options granted to the CEO outlined above) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 1,830 5.21 1,830 5.21 1.55 – 1.75 959 6.43 959 6.43 2.43 – 3.11 3,037 7.50 2,921 7.42 5.01 – 6.82 6,190 9.21 977 9.17 8.13 – 9.41 1,569 8.13 1,301 8.04 12.21 – 15.17 865 8.19 401 8.03 14,450 8,389 RSUs RSUs for new employees generally vest over four years, with 25% vesting one year after the vesting commencement date on the first Company Quarterly Vesting Date (defined below) and the remaining grant vesting quarterly thereafter on the specified vesting dates of March 15, June 15, September 15, and December 15 (each, a “Company Quarterly Vesting Date” or collectively, “Company Quarterly Vesting Dates”). Additional RSUs granted to current employees generally vest quarterly on Company Quarterly Vesting Dates over four years. RSU activity (excluding the performance RSUs outlined below) is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Unvested at December 31, 2022 11,601 $ 6.40 Granted 10,198 9.64 Vested (5,202) 7.54 Forfeited and expired (2,114) 7.40 Unvested at December 31, 2023 14,483 $ 8.08 Included in the above activity are 476,308 earn-out RSUs and 9,478 Parent Warrant RSUs issued to the CEO in January 2021 that vest in accordance with the same market conditions as the CEO stock options, of which 317,539 earn-out RSUs and 6,319 Parent Warrant RSUs have vested as of December 31, 2023. In addition, the Company granted 45,297 RSUs in 2020 and 4,431 earn-out RSUs and 88 Parent Warrant RSUs in January 2021 to a non-executive officer that vest upon meeting certain revenue targets from the sale of specific products, all of which have vested as of December 31, 2023. These grants are also included in the above activity. As of December 31, 2023, $103.8 million of unrecognized stock-based compensation related to unvested RSUs (excluding the performance RSUs outlined below) which is expected to be recognized over a weighted average period of 2.91 years. Performance RSUs On March 1, 2023, the Board of Directors granted awards of 1,115,709 target shares of PRSUs to certain executive officers. As of December 31, 2023, 11,408 shares subject to PRSUs have been forfeited. The PRSUs vest at the end of a three-year period, with the number of shares earned ranging from 0% to 200% of the target, provided that (i) the recipient remains employed at the end of the period and (ii) the Company achieves certain performance metrics related to the 2025 fiscal year. The total grant date fair value of the awards was $12.9 million, which was based on the probable achievement of 100% of the target. The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis. As of December 31, 2023, there was unrecognized stock-based compensation expense related to unvested PRSUs of $11.5 million, which is expected to be recognized over a weighted average period of 2.21 years. Warrants As of December 31, 2023, there were 462,335 Class A common stock warrants outstanding and exercisable issued to nonemployees in connection with vendor service arrangements, with a weighted average exercise price of $1.75, a weighted average contractual term of 7.01 years, and an aggregate intrinsic value of $3.3 million. Upon the exercise of outstanding warrants, vendors also have the right to receive 45,225 shares of Class A common stock. As of December 31, 2023, all stock-based compensation expense related to vendor warrants and associated earn-out shares has been recognized. As of December 31, 2023, there were 98,723 Class A common stock warrants outstanding and exercisable issued in connection with a historical debt arrangement, with a weighted average exercise price of $6.96, a weighted average contractual term of 6.71 years, and an aggregate intrinsic value of $0.2 million. These debt warrants were settled in additional paid-in capital as a result of their conversion to equity-classified Class A common stock warrants. Stock Subject to Vesting and Earn-out Share Liability In June 2021, the Company granted 447,553 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $5.5 million in connection with the acquisition of HHL. As part of the acquisition of HHL, the Company also recognized an earn-out liability based on the achievement of certain revenue targets. A portion of the earn-out liability is expected to be settled in shares of Class A common stock. Vesting of the restricted shares and a portion of total earn-out payable to specific individuals are contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the years ended December 31, 2023, 2022, and 2021. The expense is being recognized over a four-year vesting period with 25% vesting one year after the acquisition date and the remaining vesting quarterly thereafter. As of December 31, 2023, there was unrecognized stock-based compensation expense of $2 million, which will be recognized over a weighted average period of 1.45 years. In July 2021, the Company granted 2,332,557 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $24.2 million in connection with the acquisition of Apostrophe. Vesting of the restricted shares is contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the years ended December 31, 2023, 2022, and 2021. The expense is being recognized over a three-year vesting period with 17% vesting 6 months after the acquisition date and the remaining vesting quarterly thereafter. As of December 31, 2023, there was unrecognized stock-based compensation expense of $3.7 million, which will be recognized over a weighted average period of 0.50 years. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023, 2022, and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Marketing $ 5,477 $ 4,648 $ 9,664 Operations and support 6,815 2,684 2,735 Technology and development 7,126 4,327 4,481 General and administrative 46,662 31,158 50,331 Total stock-based compensation expense $ 66,080 $ 42,817 $ 67,211 The Company capitalized $1.7 million, $0.6 million, and $0.7 million of stock-based compensation, as internal-use software for the years ended December 31, 2023, 2022, and 2021 , respectively. |