Hims & Hers Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
$HIMS
Medical/Nursing Services
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2026
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(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
(415 ) 851-0195
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Item 1.01 Entry Into a Material Definitive Agreement
On May 29, 2026, Hims & Hers Health, Inc. (the “Company”), as borrower, entered into Amendment No. 3 (the “Amendment”) to the Revolving Credit and Guaranty Agreement, dated as of February 18, 2025 (as amended by that certain Amendment No. 1 to the Revolving Credit and Guaranty Agreement, dated as of June 25, 2025, that certain Amendment No. 2 to the Revolving Credit and Guaranty Agreement, dated as of May 7, 2026, and as amended by this Amendment, the “Credit Agreement”), by among the Company, the subsidiary borrowers and the guarantors from time to time party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
The Amendment, among other things, (a) amends certain provisions of the Credit Agreement to facilitate the closing of the Company’s acquisition of EUC Management Pty Ltd ACN 631 013 860 (d/b/a Eucalyptus) (“Eucalyptus”), including providing a grace period for the Company to comply with the covenants and representations and warranties under the Credit Agreement as a result of such acquisition; (b) establishes joinder obligations for material foreign subsidiaries; (c) increases downstream investment capacity in non-loan party subsidiaries and (d) provides that, other than as described above, the loans and obligations of the parties remain unchanged and there were no material changes to the interest provisions, fees, covenants or events of default.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant
The information described above under Item 1.01 is incorporated into this Item 2.03 by reference.
Item 8.01 Other Events
On June 2, 2026, the Company issued a press release announcing the completion of its previously announced acquisition of Eucalyptus. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HIMS & HERS HEALTH, INC. | |||||||||||
| Date: June 2, 2026 | By: | /s/ Andrew Dudum | |||||||||
| Andrew Dudum | |||||||||||
| Chief Executive Officer | |||||||||||