DEF 14A of Hims & Hers Health, Inc., Apr 28, 2026

DEF 14A of Hims & Hers Health, Inc.

Filed Apr 28, 2026 · FY20250001773751-26-000060

Open on EDGAR

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    SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:

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    | ☐ | Preliminary Proxy Statement | | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material under §240.14a-12 |

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    | HIMS & HERS HEALTH, INC. | | (Name of Registrant as Specified In Its Charter) | | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |

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    Payment of Filing Fee (Check the appropriate box):

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    | ☒ | No fee required. | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) below per Exchange Act Rules 14a-6(i)(1) and 0-11. |

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    April 28, 2026 Dear stockholder: You are cordially invited to attend the Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘2026 Annual Meeting’’) of Hims & Hers Health, Inc., a Delaware corporation (‘‘Hims & Hers,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’), which will be held on Thursday, June 11, 2026 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/HIMS2026. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings for our stockholders and the Company. The enclosed Notice of 2026 Annual Meeting of Stockholders and proxy statement includes details regarding admission and describes the proposals to be considered and voted upon at the Annual Meeting. We encourage you to read this information carefully. Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you attend, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options. On behalf of the Board of Directors and senior management, I would like to express our appreciation for your continued support and interest in Hims & Hers. Very truly yours, Andrew Dudum Chief Executive Officer, Director and Chairman of the Board Notice of 2026 Annual Meeting of Stockholders

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    | Date Thursday, June 11, 2026 | Time 11:00 a.m. Pacific Time | Place Virtually by visiting www.virtualshareholdermeeting.com/HIMS2026 | Record Date Stockholders of record as of the close of business on April 15, 2026 are entitled to vote. |

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    Items of Business

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    | 1 | To elect the nine director nominees to serve until the 2027 annual meeting of stockholders; | | 2 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | | 3 | To approve, on an advisory basis, the compensation of our named executive officers; and | | 4 | To transact such other business as may properly come before the Annual Meeting or any continuation or adjournment thereof. |

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    Adjournments and Postponements Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Voting Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you attend, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options. If you have any questions regarding this information or the proxy materials, please visit the investor relations section of our website at https://investors.forhims.com or contact our investor relations department at investors@forhims.com. By Order of the Board of Directors

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    | | Soleil Boughton Chief Legal Officer and Corporate Secretary | San Francisco, California April 28, 2026 |

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    | Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 11, 2026: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 28, 2026. This proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the proxy card are available free of charge at www.proxyvote.com. |

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    The Board of Directors unanimously recommends that you vote ‘‘FOR’’ the election of all nominees for director in Proposal No. 1, ‘‘FOR’’ Proposal No. 2, and ‘‘FOR’’ Proposal No. 3. Special Note Regarding Forward-Looking Statements This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward-looking terminology, including the words ‘‘believe,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘expect,’’ ‘‘assume,’’ ‘‘imply,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘may,’’ ‘‘will,’’ ‘‘potential,’’ ‘‘project,’’ ‘‘predict,’’ ‘‘continue,’’ ‘‘could,’’ or ‘‘should,’’ or, in each case, their plural, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our expected future financial and business performance; our market opportunity; the administration of our risk oversight; and the design of our compensation programs. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the ‘‘Risk Factors’’ section of our most recently filed Annual Report on Form 10-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Table of Contents

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    | Proxy Summary | 1 | | Directors and Executive Officers | 5 | | Corporate Governance and Board Matters | 13 | | Security Ownership of Certain Beneficial Owners and Management | 22 | | Certain Relationships and Related Party Transactions | 25 | | Compensation Discussion and Analysis | 27 | | Director Compensation | 59 | | Equity Compensation Plan Information | 61 | | Pay Versus Performance Disclosure | 62 | | CEO Pay Ratio | 68 | | Independent Registered Public Accounting Firm | 69 | | Report of the Audit Committee of the Board of Directors | 70 | | Proposal 1 – Election of Directors | 72 | | Proposal 2 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | 74 | | Proposal 3 – Non-binding Advisory Vote on Executive Compensation | 75 | | Additional Information | 76 | | Appendix A | A-1 |

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    Proxy Summary Meeting Details

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    | Date Thursday, June 11, 2026 | Time 11:00 a.m. Pacific Time | Place Virtually by visiting www.virtualshareholdermeeting.com/HIMS2026 | Record Date Stockholders of record as of the close of business on April 15, 2026 are entitled to vote. |

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    How to Vote

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    | Online You may vote online by logging in at www.proxyvote.com and following the instructions for internet voting on the proxy card or on the instructions that accompanied your proxy materials. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 10, 2026. | Phone You may vote by telephone by dialing 1-800-690-6903 and following the instructions for voting by phone on the proxy card that may be mailed to you. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 10, 2026. | | Mail If a proxy card is mailed to you, you may vote by completing, signing and dating the proxy card and returning it in the envelope provided. | At the Meeting You may vote electronically at the Annual Meeting by going to www.virtualshareholdermeeting.com/HIMS2026 and using your unique control number that you received in the mail to log in. |

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    Voting Recommendations

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    | Proposals | | Board Recommendation | Page Reference | | 1 | To elect the nine director nominees to serve until the 2027 annual meeting of stockholders; | FOR each nominee | 72 | | 2 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and | FOR | 74 | | 3 | To approve, on an advisory basis, the compensation of our named executive officers. | FOR | 75 |

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    | 2 | PROXY SUMMARY |

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    Director Nominees The following individuals are nominated for election at the 2026 annual meeting, with their current committee memberships and their skills and experience shown below.

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    | | | | | Committees | | | | | Name | Age | Current Position(s) with Hims & Hers | Independent | Audit(1) | Compensation | Nominating & Corporate Governance | Risk | | Andrew Dudum | 37 | Chief Executive Officer, Director and Chairman | | | | Chair | | | Deb Autor | 59 | Chief Policy Officer and Director | | | | | ● | | Delos Cosgrove, M.D. | 85 | Director | • | | | | | | Anja Manuel | 51 | Director | • | ● | | | ● | | Christopher Payne | 57 | Director | • | | ● | ● | Chair | | Andrea Perez | 45 | Director | • | | Chair | | | | Kåre Schultz | 64 | Director | • | | | | ● | | David Wells | 54 | Lead Independent Director | • | Chair | | ● | ● | | Kofi Amoo-Gottfried(2)(3) | 46 | Director Nominee | • | | ● | | |

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    (1)Christiane Pendarvis, a current director, is not being renominated to the Board at the annual meeting of stockholders. She served as a member of the Audit Committee throughout 2025 and will continue to serve on the audit committee until the 2026 annual meeting of stockholders. (2)New Director Nominee. (3)To be appointed to the compensation committee upon the conclusion of the annual meeting, if elected.

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    | PROXY SUMMARY | 3 |

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    | | Andrew Dudum | Kofi Amoo‑Gottfried | Deb Autor | Delos Cosgrove | Anja Manuel | Christopher Payne | Andrea Perez | Kåre Schultz | David Wells | | C-Suite/Strategic Leadership Experience | ● | ● | ● | ● | | ● | ● | ● | ● | | Healthcare Industry | ● | | ● | ● | | | | ● | | | Medical and/or Scientific Expertise | | | | ● | | | | | | | FDA and/or Pharmaceutical Expertise | | | ● | | | | | ● | | | IT/Cybersecurity Insight | ● | | | | ● | ● | | ● | ● | | Operations Experience | ● | ● | | | | ● | ● | ● | | | Finance/Accounting Acumen | | | | | ● | ● | ● | ● | ●⧫ | | Legal, Regulatory, and/or Public Policy Expertise | | | ● | | ● | ● | | | | | M&A/Integrations and Capital Markets Experience | ● | | | | ● | ● | | ● | ● | | Public Company Board Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Brand/Marketing Expertise | ● | ● | | | | ● | ● | | ● | | Direct to Consumer/Digital Commerce Experience | ● | ● | | | | ● | ● | | ● | | International Experience | | ● | | | ● | ● | ● | ● | ● |

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    ⧫ denotes Financial Expertise/SOX

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    | 4 | PROXY SUMMARY |

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    Business Highlights

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    | Our total FY 2025 revenue was $2.35B | Our total Subscribers(1) at year-end FY 2025 were 2.5M | Our net income for FY 2025 was $128.4M | | 59% YoY | 13% YoY | $126.0M FY 2024 |

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    | Our Adjusted EBITDA(2) for FY 2025 was $318.0M | Our operating cash flow for FY 2025 was $300.0M | Our Free Cash Flow(2) for FY 2025 was $57.4M | | $176.9M FY 2024 | $251.1M FY 2024 | $198.3M FY 2024 |

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    (1)“Subscribers” are customers who have one or more “Subscriptions” pursuant to which they have agreed to be automatically billed on a recurring basis at a defined cadence. The Subscription billing cadence is typically defined as a number of days (for example, billed every 30 days or every 90 days), which are excluded from our reporting when payment has not occurred at the contracted billing cadence. Subscribers can cancel or snooze Subscriptions in between billing periods to stop receiving additional products and/or services and can reactivate Subscriptions to continue receiving additional products and/or services. Customers who have made one-time purchases are not considered Subscribers. (2)Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to their most comparable financial measures under generally accepted accounting principles in the United States (“U.S. GAAP”) is provided in Annex A to this proxy statement. Directors and Executive Officers Our director nominees and executive officers and certain information about each of them as of April 28, 2026 are set forth below. Christiane Pendarvis and Patrick Carroll, M.D. current directors, have not been nominated for re-election and will cease to serve as directors immediately following the conclusion of the Annual Meeting, at which time the number of directors constituting the Board of Directors will decrease from ten to nine directors if Mr. Amoo-Gottfried is elected by the stockholders. We sincerely thank Ms. Pendarvis and Dr. Carroll for their service to the Company. Dr. Carroll will remain in his role as Global Chief Medical Officer of the Company. Our Director Nominees

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    | Age: 37 Chief Executive Officer, Director and Chairman of the Board Director since January 2021 Chair, Nominating and Corporate Governance Committee | Andrew Dudum Mr. Dudum has served as our Chief Executive Officer and Chairman of our Board of Directors since Hims & Hers became a publicly traded company in January 2021. He is our co-founder and was the Chief Executive Officer and a director of Hims, Inc. since September 2016. Mr. Dudum is a co-founder of startup studio and investment fund Atomic Labs, LLC, since 2013, where he has co-founded over a dozen companies including Bungalow, Homebound, TalkIQ, and Terminal. He is a serial founder, active angel investor and advisor to various startup companies, including Cherubic Ventures, a China and U.S. based early-stage venture capital firm. Mr. Dudum received a B.A. in Management and Economics from the Wharton School at the University of Pennsylvania. We believe Mr. Dudum is qualified to serve on our Board of Directors due to his experience as our co-founder and Chief Executive Officer, as well as his expertise as a venture capital investor and advisor. |

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    | Age: 46 Director Nominee | Kofi Amoo-Gottfried Mr. Amoo-Gottfried has served as the Chief Marketing Officer of DoorDash, Inc., an online local commerce platform, since January 2022. From May 2019 to December 2021, he served as Vice President, Marketing at DoorDash. Mr. Amoo-Gottfried announced his upcoming retirement from DoorDash, to be effective at the end of May 2026. Previously, he had various marketing roles at Facebook (now Meta) from November 2015 to January 2019. Mr. Amoo-Gottfried has served on the Board of Directors of Stitch Fix, an online personal styling service, since December 2022 and on the Board of Directors of Vital Farms, Inc., an ethical food company, since January 2021. He has also served on the Board of Trustees of Macalester College since 2021. Mr. Amoo-Gottfried holds a B.A. in Economics from Macalester College. We believe Mr. Amoo-Gottfried is qualified to serve on our Board of Directors because of his experience leading marketing strategy at consumer-focused public companies, as well as his public company board experience. |

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    | 6 | DIRECTORS AND EXECUTIVE OFFICERS |

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    | Age: 59 Chief Policy Officer and Director Director since November 2024 Risk Committee | Deb Autor Ms. Autor serves as our Chief Policy Officer, a role she began in November 2025. Ms. Autor has also served as the Chief Executive Officer of strategic regulatory consulting firms Autor Strategies, LLC since January 2022 and Healthcare Innovation Catalysts, Inc. from January 2024 through January 2026 . From 2019 to 2021, she was Global Head of Regulatory Excellence at AstraZeneca, where she led regulatory operations, policy and intelligence for AstraZeneca submissions globally. From 2013 to 2019, Ms. Autor was Head of Strategic Global Quality and Regulatory Policy and Head of Global Quality for Mylan N.V. Ms. Autor was a senior leader at the FDA from 2001 to 2013, including as Deputy Commissioner for Global Regulatory Operations and Policy where she oversaw all FDA inspections, criminal investigations and international operations for human and veterinary drugs, biologics, medical devices, tobacco and food. While at the FDA, she also served as Director of the Office of Compliance of the Center for Drug Evaluation and Research, leading enforcement and policy making for compliance with requirements relating to drug approval, current good manufacturing practices (GMP), human subject protection and bioresearch monitoring (GCP), pharmacy compounding, import and export, and recalls, among others. Before joining the FDA, Ms. Autor was a Trial Attorney in the Office of Consumer Litigation of the U.S. Department of Justice, where she litigated civil and criminal cases on behalf of the FDA. She has served as a director of Amneal Pharmaceuticals, Inc. (AMRX), a U.S.-based pharmaceutical company, since August 2022 and is Chair of the Board of the FDA Alumni Association. She was previously a director of Pardes Biosciences, Inc., a biotechnology company, from July 2021 through August 2023. Ms. Autor received a Juris Doctor, Magna Cum Laude, from Boston University School of Law and a Bachelor of Arts in Psychology from Columbia University, Barnard College. We believe Ms. Autor is qualified to serve on our Board of Directors because of her vast experience in pharmaceutical quality and regulatory compliance, including through leadership positions at the FDA. |

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    | Age: 85 Director since January 2021 | Delos Cosgrove, M.D. Dr. Cosgrove is the former President and Chief Executive Officer of The Cleveland Clinic, serving in this role from January 2004 through December 2017. He has served as a director of American Well Corp. (Amwell), a telemedicine company, since 2019, and was a director of View, Inc., a glass-manufacturing company specializing in the production of smart glass, from March 2021 through August 2024. He also currently serves as a director/advisor of several privately held companies. Dr. Cosgrove obtained a B.A. in Biology from Williams College and an M.D. from University of Virginia School of Medicine. He served as Chief of USAF in the Casualty Staging Flight in Da Nang, Republic of Vietnam, and as a surgeon at Hamilton AFB in California. He also received medical training at various hospitals in the U.S. and abroad. We believe Dr. Cosgrove is qualified to serve on our Board of Directors because of his significant medical training and experience in management and advisory roles. |

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    | DIRECTORS AND EXECUTIVE OFFICERS | 7 |

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    | Age: 51 Director since April 2024 Audit Committee Risk Committee | Anja Manuel Ms. Manuel is the co-founder of and a partner in Rice, Hadley, Gates & Manuel LLC, a strategic consulting firm founded in 2009 that helps US companies navigate international regulatory issues and expand into international markets. She has also served as the Executive Director of the Aspen Strategy Group and Aspen Security Forum, a premier bi-partisan forum on foreign policy in the U.S, since January 2022. She previously served as an official in the U.S. State Department, as an attorney at WilmerHale, and as an investment banker at Salomon Brothers. Ms. Manuel lectured and was a research affiliate at Stanford University from 2009 to 2019 and 2024 through the present, teaching courses on U.S. Foreign Policy in Asia and Technology Policy. She is the author of the critically acclaimed book “This Brave New World: India, China and the United States,” published in 2016, and numerous articles and papers. Ms. Manuel served as a director of Overseas Shipping Group, Inc., a publicly traded transportation company, from June 2017 to June 2023. She has served as a director of Ripple Labs, Inc., a privately held blockchain payments company, since August 2017 and is a member of several advisory boards of private companies, foundations and governmental entities. Ms. Manuel received an MA and BA in International Policy Studies from Stanford University and a J.D. from Harvard Law School. We believe Ms. Manuel is qualified to serve on our Board of Directors because of her extensive experience in government relations and regulatory matters, foreign policy, technology policy, international markets, and governance matters. |

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    | Age: 57 Director since March 2024 Chair, Risk Committee Compensation Committee Nominating and Corporate Governance Committee | Christopher Payne Mr. Payne is currently a strategic advisor for DoorDash, Inc. and served as President and Chief Operating Officer of DoorDash from January 2016 through March 2023. He was the Chief Executive Officer of Tinder, Inc. from March to September 2015. From September 2010 through December 2014, Mr. Payne served as Senior Vice President, North American Marketplaces, of eBay Inc. He was also the founder and Chief Executive Officer of Positronic, Inc. from July 2007 through December 2008 (when it was acquired by eBay Inc.). He served in various management roles at Microsoft and Amazon from 1998 to 2007. Mr. Payne served as a director of Gogo Inc., a provider of in-flight broadband Internet service and connectivity services for business aircraft, from June 2014 through June 2025. He has served as a director of Robinhood Markets, Inc., an online brokerage, since December 2024, where he is chair of the Safety, Risk and Regulatory Committee and is a member of the People and Compensation Committee. Mr. Payne holds a B.A. in U.S. History from Dartmouth College. We believe Mr. Payne’s extensive operational and management experience across the technology industry, as well as his public company management and board experience, make him a valuable member of our Board of Directors. |

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    | 8 | DIRECTORS AND EXECUTIVE OFFICERS |

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    | Age: 45 Director since March 2021 Chair, Compensation Committee | Andrea Perez Ms. Perez is currently Global President at FP Movement, a division of Urban Outfitters, Inc., a role she joined in January 2026. Previously, she was the Senior Vice President of Brand, Products and Services Marketing of Sony Interactive Entertainment from September 2022 to April 2024. She served as the Global Vice President and General Manager for Brand Jordan’s Women’s Division at Nike, from October 2017 through September 2022. During her tenure at Nike, she also held several positions, including VP/GM for Jordan Kids, General Manager for North America Soccer, Senior Brand Director for Global Football (soccer) and Global Brand Director for Tennis, and she was a co-founder of the Women of Nike employee group. Ms. Perez is a trustee emerita of the Women’s Sport Foundation and also serves on several advisory boards for national and global start-ups in the services and technology sector. Ms. Perez received a B.A. in Marketing from Tecnologico de Monterrey and an M.B.A. from Dartmouth’s Tuck School of Business, with a Julia Stell Award for Outstanding Leadership. We believe Ms. Perez is qualified to serve on our Board of Directors given her experience at high-profile consumer brands and her years of leadership experience running consumer business divisions. |

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    | Age: 64 Director since July 2024 Risk Committee | Kåre Schultz Mr. Schultz was the Chief Executive Officer and a director of Teva Pharmaceutical Industries Ltd. from November 2017 to January 2023. From 2015 to October 2017, Mr. Schultz served as the President and Chief Executive Officer of H. Lundbeck A/S. Prior to joining Lundbeck, Mr. Schultz worked for nearly three decades at Novo Nordisk, where he served in a number of leadership roles, including Chief Operating Officer, Vice President in Product Supply and Director of Product Planning and Customer Services for the Diabetes Care Division, and he played a major role in modernizing the company’s large scale biologic production and leading expansion into the US and Chinese markets. In addition to his time at Novo Nordisk, Mr. Schultz has held positions at McKinsey and Andersen Consulting. In these roles, he developed a unique global perspective on the healthcare and pharmaceutical industries, expanded his deep financial acumen, demonstrated a commitment to strong compliance principles and enforcement and oversaw business operations and teams across Europe and North America and the Middle East. He has served as a director, Chair of the Board and a member of the Audit Committee of Azelis Holding S.A., a specialty chemical supplier, since June 2024. He has served as the Chair of the Board of Scandinavian Airlines Systems AB since September 2024 and of Bespak Ltd., a pharmaceutical products and supplies manufacturer, since April 2024. He previously served as a director of International Flavors & Fragrances, Inc., a global leader in flavors, fragrances, food ingredients and health and biosciences, from February 2021 through March 2023. He holds a master’s degree in Economics from the University of Copenhagen. We believe Mr. Schultz is qualified to serve on our Board of Directors because of his deep experience in the pharmaceutical industry, including various leadership roles across major companies. |

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    | DIRECTORS AND EXECUTIVE OFFICERS | 9 |

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    | Age: 54 Director since January 2021 Lead Independent Director Chair, Audit Committee Nominating and Corporate Governance Committee Risk Committee | David Wells Mr. Wells has served on our Board of Directors since Hims & Hers became a publicly traded company in January 2021 and served on the Board of Directors of Hims, Inc. from September 2020 through January 2021. Mr. Wells is considered an audit committee financial expert, having served as a public company Chief Financial Officer and audit committee chair. He most recently served as the Chief Financial Officer of Netflix from December 2010 to January 2019. During his time at Netflix, Mr. Wells served as overall head of Financial Planning & Analysis and spent two years, from July 2015 to July 2017, in the Netherlands as part of the build-up of Netflix’s European operations. Mr. Wells is the Chair of the Board of Wise PLC, a financial technology company specializing in global money transfers, and has been a director since January 2019. He previously served on the Audit & Risk and the Remuneration (Compensation) Committees at Wise. From December 2015 through May 2025, he served as a director of Trade Desk, Inc., a leading global independent demand-side platform for advertising buyers, where he was chair of the Audit Committee and a member of its Compensation Committee. Mr. Wells received a B.S. in Commerce and English from the University of Virginia and an M.B.S./M.P.P. Magna Cum Laude from the University of Chicago. We believe Mr. Wells is qualified to serve on our Board of Directors because of his experience as a public company Chief Financial Officer and financial expertise. |

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    | 10 | DIRECTORS AND EXECUTIVE OFFICERS |

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    Our Executive Officers In addition to Mr. Dudum, our Chief Executive Officer, and Ms. Autor, our Chief Policy Officer, who also serve as directors of the Company, our other executive officers as of April 28, 2026 are set forth below.

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    | Age: 40 Chief Financial Officer | Yemi Okupe Mr. Okupe joined Hims & Hers as our Chief Financial Officer in January 2022. Prior to joining Hims & Hers, Mr. Okupe served as Chief Financial Officer of Hipcamp from June 2021 to January 2022. He served as Divisional CFO, Mobility of Uber from March 2020 to June 2021 and as Divisional CFO, Uber Eats from June 2019 to March 2020. Previously, Mr. Okupe served as Divisional CFO for Braintree Payment Solutions LLC, a division of PayPal, from March 2017 to June 2019 and as Head of Financial Planning and Analysis, Braintree from April 2016 to March 2017. Prior to that, Mr. Okupe was Finance Lead, Google Commerce at Google from 2014 to 2016 and served in various finance roles at eBay and PayPal, a division of eBay, from 2011 to 2014. Mr. Okupe is a Chartered Financial Analyst® charterholder and is also licensed as a Certified Public Accountant in Illinois. He holds an M.B.A. from Stanford University Graduate School of Business and a bachelor’s degree in civil engineering from the University of California, Davis. |

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    | Age: 46 Chief Operating Officer | Mike Chi Mr. Chi is our Chief Operating Officer and joined Hims & Hers in April 2021. Mr. Chi has held various roles at Hims & Hers, including as our Chief Commercial Officer from March 2024 to October 2025, our Chief Marketing Officer from March 2022 to March 2024, and our Chief Growth Officer from April 2021 to March 2022. He brings over 20 years of experience in consumer internet across growth marketing, brand positioning, product management, merchandising and strategy. Prior to joining Hims & Hers, Mr. Chi was the Chief Marketing Officer at Zola, a suite of digital wedding planning tools, from June 2017 through April 2021, where he led all aspects of the company’s marketing, creative and communications as well as acting as GM for the company’s planning tools. He was Vice President of Marketing and Ecommerce for INTERMIX, a women’s luxury fashion retailer, from September 2015 through June 2017, leading marketing, creative, product management and e-commerce operations. Mr. Chi was also SVP, General Manager Women’s at Gilt Groupe, an online shopping and lifestyle company, from October 2010 through September 2015. Prior to his tenure at Gilt, Mr. Chi served in various roles at Boston Consulting Group, the Children’s Place and Gap Inc. He holds an M.B.A. from Columbia Business School and a B.A. from Brown University. |

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    | DIRECTORS AND EXECUTIVE OFFICERS | 11 |

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    | Age: 48 Chief Legal Officer | Soleil Boughton Ms. Boughton is our Chief Legal Officer and Corporate Secretary and has served in those roles since Hims & Hers became a publicly traded company in January 2021. Ms. Boughton joined Hims, Inc. in October 2018 to oversee the company’s legal and compliance activities. She brings over 20 years of healthcare law experience to Hims & Hers and has represented digital health companies, hospitals, health systems and other healthcare and life sciences companies across all aspects of a company’s life cycle. Ms. Boughton was in-house healthcare counsel for Google’s Cloud Healthcare & Life Sciences from October 2017 to October 2018. Ms. Boughton was a Partner in the Healthcare & Life Sciences group of Jones Day from January 2015 to October 2017, where she primarily represented direct-to-consumer telehealth and other digital health companies. Ms. Boughton previously served as a member of the board of directors of CaringBridge, a 501(c)(3) nonprofit organization. Ms. Boughton obtained a B.A. from Pomona College and a J.D. from the UCLA School of Law. |

  52. SCHEDULE 14A

    | Age: 51 Chief Technology Officer | Mohamed Elshenawy Mr. Elshenawy is our Chief Technology Officer and joined Hims & Hers in May 2025. He has over two decades of experience in the technology sector, leading large-scale artificial intelligence (AI), product, and engineering teams across mobility, e-commerce, and cloud. From January 2018 to May 2025, Mr. Elshenawy held several roles at Cruise, a self-driving vehicle company owned by General Motors, including as SVP of Engineering from December 2019 to February 2022, Executive Vice President from February 2022 to December 2023, and President and CTO from November 2023 to May 2025. At Cruise, he led the organization through critical phases across regulatory, operations, and technical development to launch and scale the first commercial driverless rideshare service in San Francisco. Mr. Elshenawy also previously held senior leadership roles at Amazon, where he led global engineering for the company’s ReCommerce business and led the creation of retail data analytics platforms that powered hundreds of millions in revenue. He holds more than 10 patents across AI, robotics, and autonomous vehicles. He has served as a director of Kodiak AI, an autonomous vehicle company, since September 2025. Mr. Elshenawy holds a Dual B.Sc. in Computer Engineering and Electrical Engineering from Ain Shams University and an MBA from East Texas A&M University. |

  53. SCHEDULE 14A

    | 12 | DIRECTORS AND EXECUTIVE OFFICERS |

  54. SCHEDULE 14A

    | Age: 68 Global Chief Medical Officer | Patrick Carroll, M.D. Dr. Carroll is our Global Chief Medical Officer, a role he began in March 2026. He previously served as our Chief Medical Officer from January 2021 through January 2022 and from December 2022 through February 2026. He served as Chief Medical Officer of Hims, Inc. from June 2019 through January 2021. As Global Chief Medical Officer, he oversees all matters pertaining to provision of care, clinical outcomes, patient safety, healthcare information systems and strategic initiatives and programs that enhance the Hims & Hers care model. Dr. Carroll has also served as a director of Hims & Hers since February 2022. Prior to rejoining Hims & Hers, he was the Chief Medical Officer of Vida Health, a virtual care company designed to treat mental and physical conditions together, from February 2022 through October 2022, and for WHOOP, a health and fitness wearables company, from October 2022 through December 2022. Dr. Carroll was the Group Vice President and Chief Medical Officer of Walgreens from May 2014 to June 2019. Prior to joining Walgreens, he served in various roles at Integrated Care Partners, Hartford HealthCare and Granite Medical Group. Dr. Carroll received his bachelor’s degree from the College of the Holy Cross and his medical degree from Dartmouth Medical School. Dr. Carroll is Board Certified in Family Practice and in Adolescent Medicine. |

  55. SCHEDULE 14A

    Corporate Governance and Board Matters

  56. Controlled Company Exemption

    Controlled Company Exemption We are a ‘‘controlled company’’ within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”) because Mr. Dudum beneficially owns shares of our Class A Common Stock and Class V Common Stock representing more than 50% of the total voting power of the outstanding shares of our capital stock. As a ‘‘controlled company,’’ we may elect not to comply with the following NYSE rules regarding corporate governance: •the requirement that a majority of our Board consist of independent directors; •the requirement to have a nominating and corporate governance committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities; •the requirement to have a compensation committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities; and •the requirement of an annual performance evaluation of the nominating and corporate governance and compensation committees. We may elect to utilize one or more of these exemptions for so long as we remain a ‘‘controlled company.’’ Notwithstanding the availability of these exemptions, our Board currently consists of a majority of directors who qualify as ‘‘independent’’ under the rules of the NYSE. Additionally, as described below, we maintain both an audit committee and a compensation committee that consist entirely of independent directors and conduct an annual performance evaluation of each of these committees. We also formed a nominating and corporate governance committee in 2025.

  57. Independence of the Board of Directors

    Independence of the Board of Directors Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries and that the NYSE’s per se bars to determining a director independent have not been triggered. Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Dr. Cosgrove, Ms. Manuel, Mr. Payne, Ms. Pendarvis, Ms. Perez, Mr. Schultz or Mr. Wells has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as ‘‘independent’’ as that term is defined under the rules of the NYSE. The Board has also determined that Mr. Amoo-Gottfried, our new director nominee, will be considered an independent director if elected at the Annual Meeting. In making these determinations, our Board considered the relationships that each director or director nominee has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the individual’s beneficial ownership of our Class A Common Stock.

  58. Independence of the Board of Directors

    | 14 | CORPORATE GOVERNANCE AND BOARD MATTERS |

  59. Board Leadership Structure

    Board Leadership Structure Our Corporate Governance Guidelines provide that the Board may separate or combine the roles of the Chair of the Board and Chief Executive Officer when and if it deems advisable and in the best interest of the Company and its stockholders to do so. Currently, the roles are combined, with Mr. Dudum serving as Chief Executive Officer and Chair of our Board. The Board periodically reviews our leadership structure and may make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders. Our Corporate Governance Guidelines further provide that, if the Chair of the Board does not qualify as independent, the Board will appoint an independent director as the ‘‘Lead Independent Director’’ to facilitate communications among management, the independent directors, and the Chair of the Board. The Lead Independent Director’s responsibilities include actively participating in setting agendas for Board meetings, presiding at executive sessions of the Board, and performing such other duties as specified by the Board. Mr. Wells currently serves as our Lead Independent Director.

  60. Information About the Board and its Committees

    Information About the Board and its Committees The Board of Directors has four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a risk committee. Our Board may establish other committees or subcommittees to facilitate the management of our business. Our Board and its committees set schedules for meetings throughout the year and can also act by written consent from time to time, as appropriate. Our Board delegates authority and various responsibilities to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each member of the audit committee and compensation committee qualifies as an independent director in accordance with the listing standards of the NYSE. Each committee has a written charter that has been approved by the full Board. Members serve on these committees until their resignation or until otherwise determined by our Board. The charters for our audit committee, compensation committee, and nominating and corporate governance committee can be found in the investor relations section of our website at https://investors.forhims.com/governance. Below is a description of each committee of our Board. The Board is in the process of evaluating which committees directors will serve on following the Annual Meeting, including Mr. Amoo-Gottfried if he is elected at the Annual Meeting.

  61. 2025 Executive Compensation Highlights

    ◦May 2025 RSU Awards for Newly Hired NEOs - In May 2025, the compensation committee approved grants of time-vesting RSU awards in the amount of 216,333 units to Mr. Kabbani in connection with his appointment as our Chief Operating Officer. In addition, the compensation committee approved grants of RSU awards in the amount of 1,036,339 units to Mr Elshenawy in connection with his appointment as our Chief Technology Officer. Competition for experienced talent in the AI space during 2025 was intense, and the new hire equity award for Mr. Elshenawy reflected the unique competitive circumstances for AI talent at the time he was hired. ◦Performance Award – Performance Stock Options (“PSO”) were awarded to our CEO, which vest based upon continued service and the achievement of specified revenue and Adjusted EBITDA targets for the fiscal year 2027 in the amount of 557,244 units (with such amount assuming achievement at 100% of the performance target). The PSOs provide an opportunity for achievement up to 250% of target. The relative proportion of fixed and incentive compensation paid or awarded to our CEO and to our other Named Executive Officers for 2025 is reflected below. The “Cash Bonus” percentage in the Other NEOs Average Total Direct Compensation below includes the sign-on bonus paid to each of Mr. Elshenawy and Mr. Kabbani, as well as the cash payments to the eligible NEOs for performance achievement during 2025 under the Annual Incentive Bonus Plan. For more information on our equity awards, see ‘‘Compensation Elements – Long-Term Incentive Compensation’’ below.

  62. Executive Compensation Policies and Practices

    | Compensation Element | Compensation Purpose | | Base Salary | We provide our executives with a fixed amount of cash designed to allow satisfaction of ongoing living expenses in a manner that is competitive in the market in which we compete for talent | | Annual Cash Incentive Bonus | Cash incentives are utilized to reward our executives for contributions to Company short-term performance | | Long-Term Incentive Compensation | Equity incentives promote an employee ownership culture and executive retention, maximize stockholder value by aligning the interests of our executives with those of our stockholders through the grant of equity awards, and incentivize achievement of our strategic and operational goals |

  63. Role of the Compensation Committee

    To the extent permitted by applicable law, the compensation committee may delegate to two or more officers of the Company the authority to grant such rights or options created by the Company to employees of the Company or of any subsidiary of the Company who are not directors or executive officers within the limits required by applicable law and set forth in a policy or one or more resolutions of our Board of Directors and/or the compensation committee, as applicable. In addition, under our Corporate Governance Guidelines, the Board may form standing or ad hoc committees as dictated by the needs of the Board from time to time. Accordingly, during 2025, the Board established a grant committee comprised of our CEO to whom it granted the authority to approve on a monthly basis RSU awards to certain newly hired employees and service providers, and to authorize spot equity awards for eligible individuals, in each case under certain parameters and subject to the oversight of the compensation committee, as further described below under “Equity Grant Practices” below. The compensation committee will review and approve the form and amount of the compensation to be paid or awarded to our CEO. The compensation committee will also review and approve the form and amount of the compensation to be paid or awarded to our other executive ‘‘officers,’’ (as defined in the rules under Section 16 of the Exchange Act), including our other Named Executive Officers, at least annually and will be informed by the recommendations of our CEO. The compensation committee will: •establish annually corporate goals and objectives relevant to compensation for our CEO; •evaluate annually our CEO’s performance against any corporate goals and objectives relevant to our CEO’s compensation; •establish annually corporate goals and objectives relevant to compensation, in consultation with our CEO, for our other executive officers and employees; •evaluate annually, in consultation with our CEO, our other executive officers’ performance against any corporate goals and objectives relevant to such individuals’ compensation; •administer and, if determined to be necessary, amend the Company’s equity compensation plans and any other material compensation plan; provided that the compensation committee may delegate routine administration of such plans to an administrative committee consisting of Company officers or other employees; •annually review the Company’s compensation philosophy and strategy; •periodically review the succession planning for executive officers other than our CEO, report the findings and recommendations to our Board of Directors, and work with our Board of Directors in evaluating potential successors to these positions; •participate in the preparation of the Compensation Discussion and Analysis, provide a compensation committee report for inclusion in the Company’s proxy statement and generally oversee the Company’s compensation-related disclosure; •oversee the Company’s submission to, and consider the results of, stockholder votes of matters relating to compensation, including stockholder proposals or advisory votes on Named Executive Officer compensation and the frequency of such votes, incentive, and other compensation plans, and amendments to such plans; •oversee the management of risks associated with the Company’s compensation programs, policies, and practices, including an annual review of the Company’s risk management processes related to its compensation programs, including to determine whether any such program encourages undue or inappropriate risk-taking by Company personnel that is reasonably likely to have a material adverse effect on the Company; •assist our Board of Directors in its oversight of the development, implementation, and effectiveness of the Company’s policies and strategies relating to its human capital management function, including, but not limited to, those policies and strategies regarding recruiting, retention, career development and progressions, management succession, corporate culture, and employment practices; and •perform such other duties and responsibilities as further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at https://investors.forhims.com/governance.

  64. Setting Target Total Direct Compensation

    Setting Target Total Direct Compensation Beginning in the fourth quarter of each fiscal year and continuing during the following first quarter, the compensation committee conducts a review of the compensation arrangements of our executive officers, including our Named Executive Officers. As part of this review, the compensation committee evaluates the base salary levels and short-term and long-term incentive compensation opportunities of our executive officers. The compensation committee does not establish a specific target for formulating the base salaries and short-term and long-term incentive compensation opportunities of our executive officers. In making decisions about the compensation of our executive officers, including our Named Executive Officers, the members of the compensation committee rely primarily on their general experience and subjective considerations of various factors, including some or all of the following: •our executive compensation program objectives; •our performance against the financial, operational, and strategic objectives established by the compensation committee and our Board of Directors; •each individual executive officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at companies in the competitive market; •the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at companies in the competitive market; •the prior performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; •the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; •compensation parity among our executive officers; •our financial performance relative to our peers; and •the recommendations of our CEO with respect to the compensation of our executive officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making regarding the compensation opportunity for each executive officer, including our Named Executive Officers. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of compensation levels quantifiable. The members of the compensation committee do not weigh these factors in any predetermined manner, nor do they apply any formulas in making their compensation decisions. The compensation committee members consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer, understanding of the Company’s strategic/annual operating plan, and business judgment in making their decisions.

  65. Setting Target Total Direct Compensation

    The members of the compensation committee do not engage in formal benchmarking against other companies’ compensation programs or practices to set compensation levels or make specific compensation decisions with respect to our executive officers. Instead, in making its determinations, the compensation committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, to gain a general understanding of market compensation levels.

  66. Role of Management

    Role of Management In discharging its responsibilities, the members of the compensation committee work with members of our management, including our CEO. In addition, our Chief Legal Officer regularly attends the general portion of the compensation committee meetings and members of our management team from the Company’s Finance and Human Resources departments also occasionally participate in compensation committee meetings to provide information to the committee. Our management assists the compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The compensation committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to base salaries, annual incentive bonus opportunities, and long-term incentive compensation opportunities, and other compensation-related matters for our executive officers (except with respect to his own compensation). At least each fiscal year, our CEO reviews the performance of our other executive officers based on such individual’s level of success in accomplishing business objectives and his or her overall performance and then shares these evaluations with, and makes compensation recommendations to, the compensation committee. The members of the compensation committee review and discuss our CEO’s proposals and recommendations with our CEO and consider them as a factor in determining and approving the compensation of our executive officers. Our CEO also generally attends meetings of our Board of Directors and the compensation committee at which executive compensation matters are addressed, except with respect to consideration and decisions involving his own compensation.

  67. Role of the Compensation Consultant

    Role of the Compensation Consultant The compensation committee has the authority to retain an external independent compensation consultant to assist them by providing information, analysis, and other advice relating to the compensation of our Named Executive Officers, including the authority to approve payment of the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the compensation committee and its chair and serves at the discretion of the compensation committee, which reviews the engagement annually. In September 2020, our Board of Directors engaged Compensia, Inc. (‘‘Compensia’’), a national independent compensation consulting firm, to serve as compensation consultant to the Board, and upon its formation in January 2021, the compensation committee, to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our Named Executive Officers and members of our Board of Directors, and with the data analysis and selection of a compensation peer group. During 2025, Compensia attended the meetings of the compensation committee, both with and without management present, as requested and provided various services, including, but not limited to, the review and analysis of the compensation of the members of our Board of Directors; the review and analysis of the compensation of our executive officers; the analysis, selection, and updating of a compensation peer group; assistance with developing the Company’s compensation philosophy; the review and analysis of competitive market positioning and competitive market data for various executive roles; the review of practices with respect to compensation recovery policies; the review of market practices for the design of a short-term incentive bonus plan; the review of practices with respect to stock ownership guidelines; a compensation risk assessment; the review and analysis of equity dilution versus peers; updates on regulatory trends and developments related to executive compensation; the review of Say-on-Pay vote results; and advice on other compensation committee items as requested. The terms of Compensia’s engagement include reporting directly to the compensation committee chair. In 2025, Compensia did not provide any other services to us.

  68. Role of the Compensation Consultant

    | 36 | COMPENSATION DISCUSSION AND ANALYSIS |

  69. Role of the Compensation Consultant

    The compensation committee has evaluated its relationship with Compensia to assess Compensia’s independence from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Section 303A.05(c)(iv) of the NYSE rules, and such other factors as were deemed relevant under the circumstances, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

  70. Competitive Positioning

    Competitive Positioning The compensation committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing the compensation of our executive officers against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists primarily of companies in the health and wellness, technology and consumer technology, and consumer sectors that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the compensation committee considers in making decisions with respect to the compensation of our executive officers. At least annually, with the assistance of Compensia, the compensation committee reviews its then-current compensation peer group and considers changes in order to reflect our financial profile, to account for changes in both our business and the businesses of the companies in the peer group, and to reflect any other warranted changes. In July 2024, taking into consideration our continued growth and market position, the compensation committee agreed upon an updated compensation peer group to provide for continued alignment with our selection criteria. The companies in this compensation peer group used for purposes of establishing our executive compensation program for 2025 were selected based on their similarity to us, based on the following criteria: •publicly traded companies primarily headquartered in the United States and traded on a major United States stock exchange; •companies in related or adjacent industries, including companies in the healthcare industry (including healthcare services), companies in the technology and consumer technology industries (including application software, interactive media and services, internet and direct marketing retail, internet services and infrastructure, and systems software), and companies in the education services industry; •companies with revenues within a range of approximately 0.5x to approximately 4.0x of our then-estimated 2025 revenue of approximately $2.9 billion (approximately $1.5 billion to approximately $11.6 billion), on the basis that our significant revenue growth outpaced companies of similar size in the industries mentioned above; and •companies with market capitalization within a range of approximately 0.33x to approximately 5.0x of our market capitalization of approximately $4.6 billion as of July 2024 (based on a 30-day average) (approximately $1.5 billion to approximately $23.2 billion). With input and advice from Compensia, for fiscal 2025 the compensation committee removed seventeen companies and added fourteen new peers to more closely align the group to our then-current revenue and market capitalization, as our market capitalization and revenue had changed significantly from 2024. As a result, the compensation committee approved and used the following companies for 2025 compensation decisions:

  71. Competitive Positioning

    | agilon health | Globus Medical | Privia Health Group | | Astrana Health | Insulet | Samsara | | Bill | Lyft | Toast | | Dynatrace | MongoDB | UiPath | | Elastic N.V. | Nutanix | Unity Software | | Evolent Health | Okta | |

  72. Competitive Positioning

    | COMPENSATION DISCUSSION AND ANALYSIS | 37 |

  73. Competitive Positioning

    The compensation committee used data drawn from the companies in our compensation peer group, as well as data from a custom data cut drawn from the Radford Global Technology Survey database, to evaluate the competitive market when determining the target total direct compensation packages for our executive officers, including our Named Executive Officers, including base salary, target annual incentive bonus opportunities, and long-term incentive compensation opportunities. Compensation Elements As noted above, our executive compensation program consists of three principal elements: •Base salary: Base salary represents the fixed portion of the compensation of our executive officers, including our Named Executive Officers, and is an important element of compensation intended to attract and retain highly talented individuals. •Annual incentive bonus opportunities: The Company offers an annual cash bonus plan to provide selected employees, including our executive officers, with the opportunity to earn cash bonus awards based upon the achievement of Company short-term financial and strategic performance goals (the “Annual Incentive Bonus Plan”). •Long-term incentive compensation in the form of equity awards: As a technology company that encounters significant competition for qualified personnel, particularly for individuals with specialized AI experience and expertise in highly competitive talent markets such as the San Francisco Bay Area, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, reward, and retain qualified and experienced executives. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executives without significantly increasing cash compensation and is the most important element of our executive compensation program. See the relative proportion of fixed and incentive compensation paid or awarded to our CEO and to our other Named Executive Officers for 2025 in “Executive Summary” above.

  74. Base Salary

    (1)Mr. Elshenawy’s service with the Company as Chief Technology Officer commenced on May 5, 2025. His annual base salary was prorated in 2025 to reflect such commencement date. (2)Ms. Baird’s employment with the Company terminated on August 29, 2025, and she served as an advisor to the Company through March 31, 2026. For more information, see “Employment Agreements”, “Post-Employment Compensation” and “Potential Payments Upon Termination or Change of Control.” (3)Mr. Kabbani’s service with the Company as Chief Operating Officer commenced on May 19, 2025 and his employment terminated on November 2, 2025. He is serving as an advisor to the Company through August 1, 2026. For more information, see “Employment Agreements”, “Post-Employment Compensation” and “Potential Payments Upon Termination or Change of Control.” The base salaries actually paid to our Named Executive Officers are set forth in the “2025 Summary Compensation Table” below.

  75. Annual Incentive Bonus Plan

    Annual Incentive Bonus Plan We use the Annual Incentive Bonus Plan to motivate our participating employees, including our executive officers, to achieve our financial performance goals as set forth in our annual operating plan. Pursuant to the Annual Incentive Bonus Plan, the compensation committee established a target annual incentive bonus opportunity for each participant in the plan with actual awards paid from the bonus pool determined based on actual performance against pre-established financial goals during the applicable performance period. Our Annual Incentive Bonus Plan operates on a calendar year basis. Unless otherwise determined by the compensation committee, to be eligible to earn an incentive bonus award, a participant must be employed by us or an affiliate of the Company on the date the incentive bonus award is paid. Earned incentive bonus awards, if any, are to be paid in cash no later than two and one-half months following the end of the applicable performance period and after the compensation committee has determined and certified the level of performance achieved and the amount of the incentive bonus awards earned. The compensation committee reserves the right, in its sole discretion, to settle a bonus award in cash or with a grant of a share-based award under our then-current equity compensation plan (or a combination thereof with an aggregate value equal to the earned bonus).

  76. Annual Incentive Bonus Plan

    | COMPENSATION DISCUSSION AND ANALYSIS | 39 |

  77. Annual Incentive Bonus Plan

    All annual incentive bonus awards under the Annual Incentive Bonus Plan are subject to any Company recoupment or ‘‘clawback’’ policy, as may be in effect from time to time, including any policy required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. We adopted a clawback policy that is compliant with the requirements of Exchange Act Rule 10D-1 in July 2023. See “Compensation Discussion and Analysis - Compensation Recovery Policy” below.

  78. Target Annual Incentive Bonus Opportunities for 2025

    Target Annual Incentive Bonus Opportunities for 2025 The initial target annual incentive bonus opportunity of each of our executive officers, including our Named Executive Officers, was established through arm’s-length negotiation at the time of hire or through the compensation review process at the time we promoted the individual, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers. The compensation committee annually establishes the target incentive bonus opportunity for each eligible participant, including each Named Executive Officer, based upon a specific percentage of such participant’s annual base salary for the performance period. In setting these percentages, the compensation committee takes into consideration the recommendations of our CEO, as well as the other factors described in ‘‘Compensation-Setting Process – Setting Target Total Direct Compensation’’ above. In February 2025, the compensation committee set the target annual incentive bonus opportunities for our executive officers, including our Named Executive Officers then serving in such roles. In addition, in May 2025, the compensation committee approved target annual incentive bonus opportunities for each of Mr. Elshenawy in connection with his appointment as our Chief Technology Officer and Mr. Kabbani in connection with his appointment as our Chief Operating Officer. The target annual incentive bonus opportunities of our Named Executive Officers were as follows:

  79. Target Annual Incentive Bonus Opportunities for 2025

    | Named Executive Officer | 2025 Target Annual Incentive Bonus Opportunity (as a percentage of base salary) | 2024 Target Annual Incentive Bonus Opportunity (as a percentage of base salary) | | Mr. Dudum | 100% | 100% | | Mr. Okupe | 75% | 75% | | Mr. Elshenawy | 75% | N/A | | Mr. Chi | 70% | 70% | | Ms. Boughton | 70% | 65% | | Ms. Baird | 75% | 70% | | Mr. Kabbani | 75% | N/A |

  80. Target Annual Incentive Bonus Opportunities for 2025

    (1)Mr. Elshenawy’s service with the Company as Chief Technology Officer commenced on May 5, 2025. His annual incentive bonus award was prorated in 2025 to reflect such commencement date. (2)Ms. Baird’s employment with the Company terminated on August 29, 2025, and she served as an advisor to the Company through March 31, 2026. She was ineligible to receive an annual incentive bonus award for 2025. For more information, see “Employment Agreements”, “Post-Employment Compensation” and “Potential Payments Upon Termination or Change of Control.” (3)Mr. Kabbani’s service with the Company as Chief Operating Officer commenced on May 19, 2025 and his employment terminated on November 2, 2025. He is serving as an advisor to the Company through August 1, 2026. He was ineligible to receive an annual incentive bonus award for 2025, although a component of his termination payments was based on the amount of his at-target bonus opportunity. For more information, see “Employment Agreements”, “Post-Employment Compensation” and “Potential Payments Upon Termination or Change of Control.”

  81. Target Annual Incentive Bonus Opportunities for 2025

    | 40 | COMPENSATION DISCUSSION AND ANALYSIS |

  82. Corporate Performance Measures

    Corporate Performance Measures During 2025, participants in the Annual Incentive Bonus Plan were eligible to receive bonus awards based upon our actual achievement against two corporate performance metrics that were selected by the compensation committee and that were closely related to the financial and strategic objectives that were important to us. In February 2025, the compensation committee selected ‘‘Revenue’’ (weighted 60%) and ‘‘Adjusted EBITDA’’ (weighted 40%), as defined below, as the two corporate performance metrics for the Annual Incentive Bonus Plan for 2025. The compensation committee believed these performance metrics were appropriate because, in its view, they were strong indicators of the successful execution of our business objectives for 2025, and they provided a strong emphasis on growth while managing expenses and strengthening our customer and commercial relationships. The compensation committee also believed these metrics would influence the creation of sustainable long-term stockholder value. The corporate performance metrics used for purposes of the Annual Incentive Bonus Plan for 2025 were defined as follows: •‘‘Revenue’’ meant our GAAP total revenue for 2025, as reflected in our audited financial statements for 2025; and •‘‘Adjusted EBITDA,’’ which is a non-GAAP financial measure, meant net income before stock-based compensation, depreciation and amortization, acquisition and transaction-related costs (which includes (i) consideration paid for employee and nonemployee compensation with vesting requirements incurred directly as a result of acquisitions, and (ii) transaction professional services), change in fair value of liabilities, payroll tax expense related to stock-based compensation, impairment of long-lived assets, legal settlement expenses that are considered non-recurring, change in fair value of equity securities, income taxes, and interest income and expense, net. A reconciliation of GAAP Net Income to non-GAAP Adjusted EBITDA is provided in Appendix A to this proxy statement. In February 2025, the compensation committee established a threshold, target, and maximum achievement level for each of these corporate performance metrics. Each of the corporate performance metrics was evaluated separately and could be earned independently from the other performance metric. Achievement levels for performance between the threshold and target performance levels and between the target and maximum performance levels were to be calculated using straight-line interpolation.

  83. Corporate Performance Measures

    | Performance Metric | Threshold (0% Payout) | Threshold (50% payout) | Target (100% Payout) | 125% Payout | 150% Payout | Maximum (200% Payout) | | Revenue | < $1,600 million | $1,600 million (64% of target performance | $2,500 million | $2,625 million (105% of target performance) | $2,750 million (110% of target performance | $3,000 million (120% of target performance) | | Adjusted EBITDA | < $208million | $208 million (64% of target performance) | $325 million | $341.3 million (105% of target performance) | $357.5 million (110% of target performance) | $390 million (120% of target performance) |

  84. Annual Incentive Bonus Plan Payments

    Annual Incentive Bonus Plan Payments Under the Annual Incentive Bonus Plan, cash bonus awards, if any, are paid from a bonus pool based on our performance with respect to each of the corporate performance metrics and the extent to which each objective was achieved for the applicable year. The compensation committee did not make any discretionary adjustments to the bonus pool or the incentive cash bonus awards earned by our Named Executive Officers during 2025.

  85. Annual Incentive Bonus Plan Payments

    | COMPENSATION DISCUSSION AND ANALYSIS | 41 |

  86. Annual Incentive Bonus Plan Payments

    The percentage achievement and the corresponding payment levels with respect to each corporate performance metric, as determined by the compensation committee based on our actual performance, is set forth in the table below. For purposes of determining the weighted percentage achievement level, if the percentage achievement level exceeded 50%, the weighted percentage achievement level was determined by multiplying the applicable percentage achievement level by the applicable weighting percentage.

  87. Annual Incentive Bonus Plan Payments

    | Performance Metric | Weighting Percentage | Target Performance Level | Actual Performance Level | Percentage Achievement Level | Weighted Percentage Achievement Level | | Revenue | 60% | $2,500 million | $2,350 million | 91.54% | 54.92% | | Adjusted EBITDA | 40% | $325 million | $318 million | 97.00% | 38.80% | | Total Weighted Percentage Achievement Level | | | | | 93.72% |

  88. Annual Incentive Bonus Plan Payments

    As a result, the compensation committee established a bonus pool based on the total weighted percentage achievement level and our Named Executive Officers earned annual incentive bonus awards equal to 93.72% of their individual target annual incentive bonus opportunities. The following table sets forth the target incentive bonus opportunities and the actual incentive bonus award made to our Named Executive Officers for 2025.

  89. Annual Incentive Bonus Plan Payments

    | Named Executive Officer | Target Annual Cash Bonus Opportunity (as a percentage of base salary) | Target Annual Incentive Bonus Opportunity | Weighted Percentage Achievement Level | Annual Incentive Bonus Award | | Mr. Dudum | 100% | $625,000 | 93.72% | $585,763 | | Mr. Okupe | 75% | $402,000 | 93.72% | $376,763 | | Mr. Elshenawy(1) | 75% | $450,000 | 93.72% | $278,470 | | Mr. Chi | 75% | $363,750 | 93.72% | $340,914 | | Ms. Boughton | 70% | $325,500 | 93.72% | $305,065 | | Ms. Baird(2) | 75% | $387,750 | 93.72% | — | | Mr. Kabbani(3) | 75% | $375,000 | 93.72% | — |

  90. Annual Incentive Bonus Plan Payments

    (1)Mr. Elshenawy’s service with the Company as Chief Technology Officer commenced on May 5, 2025. His target incentive bonus was prorated to reflect such commencement date. (2)Ms. Baird’s service with the Company terminated on August 29, 2025, and she was not eligible for an incentive bonus a result of such termination of service. For more information, see ‘‘Employment Agreements’’, ‘‘Post-Employment Compensation’’ and ‘‘Potential Payments Upon Termination or a Change of Control.” (3)Mr. Kabbani’s service with the Company as Chief Operating Officer commenced on May 19, 2025 and his employment terminated on November 2, 2025. He was not eligible for an incentive bonus as a result of such termination of service, although a component of his termination payments was based on the amount of his at-target bonus opportunity. For more information, see ‘‘Employment Agreements’’, ‘‘Post-Employment Compensation’’ and ‘‘Potential Payments Upon Termination or a Change of Control.” The annual incentive bonus payments to our Named Executive Officers for fiscal 2025, paid in February 2026, are also set forth in the “2025 Summary Compensation Table” below.

  91. Annual Incentive Bonus Plan Payments

    | 42 | COMPENSATION DISCUSSION AND ANALYSIS |

  92. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use equity awards to incentivize and reward our executive officers, including our Named Executive Officers, for long-term corporate performance based on the value of our Class A Common Stock and thereby align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and therefore, these awards serve as an incentive for our executive officers to create sustainable value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market. During 2025, the compensation committee made grants of equity awards to our executive officers as part of the compensation committee’s annual review of executive compensation and for retention purposes. See ‘‘Compensation-Setting Process – Setting Target Total Direct Compensation’’ above for the factors that are considered in determining the size of equity awards. When calculating the number of shares subject to an award designated in terms of fair value, we generally divide the applicable fair value by the average of the Company’s stock price on the NYSE over the 60 trading days ending on the day immediately preceding the grant date. Details about the equity awards granted to our Named Executive Officers during 2025 are shown below. See also “Equity Grant Practices” below. In addition, in 2025, our compensation committee approved a policy providing for certain vesting acceleration that may be extended upon the unusual circumstances that an employee or certain other service providers, including executive officers and Board members, die while in service with us. See “Post-Employment Compensation” below.

  93. Prior Year Performance-Vesting Awards

    Prior Year Performance-Vesting Awards During 2025, performance-vesting awards granted to Mr. Dudum in 2021 vested under the terms of the awards. Performance-vesting RSUs (“PRSUs”) covering 161,928 shares of Class A Common Stock and performance-vesting stock options exercisable for 1,623,069 shares of Class A Common Stock held by Mr. Dudum vested in February 2025 upon achievement of a stock price target of $38.31 per share. In addition, PRSUs granted to Mr. Dudum, Mr. Okupe, Mr. Chi, and Ms. Boughton in March 2023 that were subject to performance and service-based vesting conditions vested in February 2026 at an achievement level of 200% of target, meaning that each NEO vested in a number of shares equal to 200% of the target number of shares underlying their PRSU awards. The performance vesting metric was determined to have been achieved at that level based upon 2025 GAAP Revenue of $2.35 billion (against a target for purposes of these PRSUs of $1.3 billion), together with satisfaction of a minimum level of Adjusted EBITDA margin. Because these awards vested in 2026, they will be reflected in the Options Exercised and Stock Vested table in our proxy statement filed in 2027.

  94. 2025 RSU Awards

    2025 RSU Awards In February 2025, the compensation committee approved grants of RSU awards to our executive officers, including our Named Executive Officers who were then serving in such roles, that may be settled for shares of our Class A Common Stock, with such awards vesting quarterly over four years commencing on the applicable quarterly vesting dates, with the first of such vesting dates to be the first quarterly vesting date to occur following the RSU vesting commencement date of March 15, 2025, subject to continuous service conditions. The compensation committee determined it was appropriate for all executive officers, except our CEO, to receive 100% time-vesting RSUs for 2025, to drive value creation and provide for immediate retentive value through long-term vesting. The committee believed that a portion of Mr. Dudum’s long-term equity for 2025 should consist of a performance-based award, as described below under “2025 CEO Performance Option Awards,” due to our CEO’s ultimate responsibility to execute on the Company’s strategic goals and the importance of tying his realizable pay outcome closely to stock price performance. In May 2025, the compensation committee approved grants of RSU awards in the amount of 216,333 units to Mr. Kabbani in connection with his appointment as our Chief Operating Officer and in the amount of 1,036,339 units to Mr. Elshenawy in connection with his appointment as our Chief Technology Officer. Each of Mr. Kabbani’s and Mr. Elshenawy’s RSU awards were structured to vest over four years, with 25% of the RSUs vesting on June 15, 2026, and the remaining 75% of the RSUs vesting in substantially equal quarterly installments thereafter on the Company’s quarterly vesting dates, subject to continued service. As discussed above, unique circumstances existed in 2025 with respect to the hiring of professionals with AI experience, resulting in an extremely competitive landscape to attract appropriate talent to the Company. Consideration was given to these circumstances in determining the size of the RSU award for Mr. Elshenawy in connection with his hiring. The aggregate number of shares underlying the RSU awards granted to our Named Executive Officers by the compensation committee in 2025 were as follows:

  95. 2025 RSU Awards

    | Named Executive Officer | RSU Award Granted (number of shares subject to award) | | Mr. Dudum | 306,406 | | Mr. Okupe | 183,719 | | Mr. Elshenawy(1) | 1,036,339 | | Mr. Chi | 169,587 | | Ms. Boughton | 98,925 | | Ms. Baird(2) | 197,851 | | Mr. Kabbani(3) | 216,333 |

  96. 2025 RSU Awards

    (1)Mr. Elshenawy’s service with the Company as Chief Technology Officer commenced on May 5, 2025. (2)Ms. Baird’s employment with the Company terminated on August 29, 2025, and she served as an advisor to the Company through March 31, 2026. For more information, including with respect to the continued vesting of the awards described in the table above during Ms. Baird’s advisory service term, see ‘‘Employment Agreements’’, ‘‘Post-Employment Compensation’’ and ‘‘Potential Payments Upon Termination or a Change of Control.” (3)Mr. Kabbani’s service with the Company as Chief Operating Officer commenced on May 19, 2025 and his employment terminated on November 2, 2025. He is serving as an advisor to the Company through August 1, 2026. For more information, including with respect to the continued vesting of the awards described in the table above during Mr. Kabbani’s advisory service term, see ‘‘Employment Agreements’’, ‘‘Post-Employment Compensation’’ and ‘‘Potential Payments Upon Termination or a Change of Control.”

  97. 2025 RSU Awards

    | 44 | COMPENSATION DISCUSSION AND ANALYSIS |

  98. Stock Option Awards

    Stock Option Awards Except with respect to the performance stock option award granted to our CEO as described below, the compensation committee did not approve any grants of stock option awards to our executive officers, including our other Named Executive Officers, in 2025.

  99. 2025 CEO Performance Option Awards

    2025 CEO Performance Option Awards In February 2025, the compensation committee approved the grant of a performance stock option award (PSO) to our CEO, exercisable for shares of our Class A Common Stock, with such award vesting upon the achievement of certain revenue and Adjusted EBITDA performance targets, as well as continued service, at the end of the 2027 fiscal year. One of the factors the compensation committee considered in determining a long-term incentive package for our CEO during 2025 was the fact that performance-based equity awards granted as incentives to him at the time we became a publicly traded company had recently vested in full and no longer provided the level of performance-based retention incentive that the committee desired for Mr. Dudum. The compensation committee selected a PSO, as opposed to other performance-based awards, as it wanted to both drive performance against key performance metrics, as well as encourage long-term stock price appreciation to further strengthen the alignment of his pay opportunity with stockholders’ interests. In selecting this particular structure for the PSO, the compensation committee was intentional in its selection of revenue and Adjusted EBITDA, which are also used in our annual incentive bonus program, as the applicable metrics. Given the Company’s current experience of rapid growth and business expansion, performance against these metrics are the key drivers of our growth and ability to generate long-term value for stockholders. Additionally, the compensation committee considered the importance of these performance metrics applied in the longer vesting time horizon of equity awards relative to the shorter period that applies to awards under our Annual Incentive Bonus Plan, and concluded that in both contexts and time horizons, these metrics are currently key drivers of the Company’s business and success. Accordingly, the compensation committee concluded that these are appropriate objectives on which our CEO should be focused. The aggregate number of shares underlying the performance stock option award granted to our CEO by the compensation committee was equal to 557,244 stock options, assuming achievement of 100% of the target performance levels, with an applicable exercise price of $34.71 per share. Mr. Dudum would be able to acquire 1,393,110 shares of Class A Common Stock subject to this performance stock option award upon a maximum achievement over target of the specified revenue and Adjusted EBITDA objectives. We consider our revenue and Adjusted EBITDA targets to be confidential, and the disclosure of the targets prior to the completion of the performance period could cause us competitive harm.

  100. Perquisites and Other Personal Benefits

    Stock Ownership Guidelines In July 2024, the Company’s board of directors formally adopted stock ownership guidelines. These guidelines require certain ownership thresholds for the Company’s non-employee directors (5x the annual cash retainer for non-employee directors), CEO (5x annual base salary), and other executives (2.5x annual base salary). Ownership covers the Company’s Class A Common Stock and Class V Common Stock, and applies to vested and unvested RSU shares. The guidelines mandate a 5-year time period for compliance and require annual reporting to the compensation committee on each subject individual’s compliance or progress towards compliance. As of December 31, 2025, all individuals subject to the stock ownership guidelines were in compliance with such guidelines. Prohibition on Derivative Securities and Hedging Transactions Our Insider Trading Policy prohibits our employees, including our officers, and the non-employee members of our Board of Directors from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding the Company’s securities. Stock options, restricted stock units, restricted stock, stock appreciation rights, and other securities issued pursuant to the Company benefit plans or other compensatory arrangements with the Company are not subject to this prohibition. Prohibition on Pledging and Margin Accounts Because it is possible that upon a default on the loan or a failure to meet a margin call, a lender or broker, as the case may be, may sell the pledged securities as collateral in a foreclosure sale or the securities held in the margin account without the beneficial owner’s consent, our Insider Trading Policy prohibits our employees, including our officers, and the non-employee members of our Board of Directors from pledging Company securities as collateral for loans and also prohibits these individuals from holding Company securities in a margin account. Such a sale, even though not initiated at the beneficial owner’s request, is still considered a sale for his or her benefit. If made at a time when the employee or director is aware of material non-public information or otherwise is not permitted to trade in the Company’s securities, the sale may result in inadvertent insider trading violations, Section 16 violations (for officers and directors), and a violation of our Insider Trading Policy. Equity Grant Practices While we do not have a formal policy regarding equity grant practices, we have established the following practices currently in use. The compensation committee of the Board approves equity awards for our executive officers, Section 16 officers and certain other individuals, while our Board approves equity awards for its members. In 2025, the Board established a grant committee, currently consisting our of CEO, with authority beginning in 2026 to approve on a monthly basis grants of RSU awards to certain newly hired employees and service providers, as well as RSU awards to address special circumstances for that population, all within specified parameters and subject to oversight by the compensation committee. Equity awards granted by the compensation committee are generally approved at its quarterly meetings, with a grant date generally effective following the filing of our next upcoming Form 10-Q or Form 10-K, as applicable. We continue to review and update our grant practices and may make changes to them from time to time. We do not have a practice of granting stock options to any named executive officer during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material non-public information. Additionally, we do not time the release of material nonpublic information for the purpose of affecting the value of equity compensation.

  101. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (‘‘ASC Topic 718’’), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers, other employees, and the non-employee members of our Board of Directors. This compensation expense is based on the grant date fair value of the equity award and, for time-vesting awards, will generally be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). More complex rules regarding expense recognition apply to equity awards subject to performance vesting conditions. Compensation expense for equity awards granted to our NEOs is also reported in the compensation tables below, even though recipients may never realize the accounting value, or any value, from their equity awards. Report of the Compensation Committee of the Board of Directors The compensation committee of our Board of Directors has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and based on this review and discussion, the compensation committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Compensation Committee: Andrea Perez (chair) Christopher Payne

  102. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows the compensation earned or received by or paid to our Named Executive Officers in 2025, 2024 and 2023.

  103. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total Compensation ($) | | Mr. Dudum Chief Executive Officer and Chairman | 2025 | 494,792 | — | 10,635,352 | 11,000,000 | 585,763 | 243,000 | 22,958,907 | | | 2024 | 572,917 | — | 22,708,162 | — | 1,144,998 | 183,000 | 24,609,077 | | | 2023 | 612,040 | — | 11,116,592 | 1,305,179 | 1,200,000 | 167,600 | 14,401,411 | | Mr. Okupe Chief Financial Officer | 2025 | 530,875 | — | 7,473,689 | — | 376,763 | 17,481 | 8,398,808 | | | 2024 | 495,000 | — | 7,004,129 | — | 680,129 | 16,915 | 8,196,173 | | | 2023 | 495,000 | — | 5,749,954 | 675,092 | 505,973 | 6,375 | 7,432,394 | | Mr. Elshenawy Chief Technology Officer | 2025 | 375,000 | 3,000,000 | 57,216,276 | — | 278,470 | — | 60,869,746 | | Mr. Chi Chief Operating Officer (previously Chief Commercial Officer) | 2025 | 485,000 | — | 6,898,799 | — | 340,914 | 3,000 | 7,727,713 | | | 2024 | 485,000 | — | 5,898,218 | — | 621,963 | 3,000 | 7,008,181 | | | 2023 | 485,000 | — | 5,111,076 | 600,084 | 510,000 | 3,000 | 6,709,160 | | Ms. Boughton Chief Legal Officer | 2025 | 464,375 | — | 4,024,269 | — | 305,065 | 3,000 | 4,796,709 | | | 2024 | 460,000 | — | 3,686,385 | — | 523,951 | 3,000 | 4,673,336 | | | 2023(5) | 415,700 | — | 3,833,310 | 450,061 | 510,000 | 3,000 | 5,212,071 | | Ms. Baird Former Chief Operating Officer | 2025 | 341,292 | — | 8,048,579 | — | — | 3,000 | 8,392,871 | | | 2024 | 490,000 | — | 7,962,596 | — | 628,375 | 3,000 | 9,083,971 | | | 2023 | 490,000 | — | 5,111,076 | 600,084 | 561,600 | 3,000 | 6,765,760 | | Mr. Kabbani Former Chief Operating Officer | 2025 | 227,273 | 1,000,000 | 13,486,199 | — | — | 148,833 | 14,862,305 |

  104. 2025 Summary Compensation Table

    (1)The 2024 and 2025 salaries of Mr. Dudum reflect parental leave of absence taken by Mr. Dudum. The 2023 salary of Ms. Boughton reflects parental leave of absence taken by Ms. Boughton. The 2025 salary of Ms. Baird reflects the amount paid through the termination of her employment on August 29, 2025.

  105. 2025 Summary Compensation Table

    | COMPENSATION DISCUSSION AND ANALYSIS | 49 |

  106. 2025 Summary Compensation Table

    (2)Represents the aggregate grant date fair value of stock awards and option awards granted to our Named Executive Officers, computed in accordance with ASC Topic 718. The assumptions used in determining the grant date fair value of the stock option awards are set forth in Note 15 to our audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2026. For RSUs, the grant date fair value per share is equal to the closing price of our Class A Common Stock on the NYSE on the grant date. For Mr. Dudum’s performance stock options award, the grant date fair value per share is calculated using the Black-Scholes method, based on the closing stock price, and the number of shares granted assumes 100% of the target performance level is achieved. The grant date fair value for these stock options was determined based on the probable outcome of the applicable performance conditions, in accordance with ASC Topic 718. (3)In the table above, for fiscal year 2025 only, we reflect cash annual incentive bonus amounts received by our NEOs under our Annual Incentive Bonus Plan for the year earned rather than the year paid, whereas for the two prior fiscal years we reflect for the year paid. The amounts reported above for fiscal year 2025 were paid in February 2026. The amounts paid to our NEOs in February 2025 for fiscal year 2024 performance were as follows: Mr. Dudum, $1,250,000; Mr. Okupe, $742,500; Mr. Chi, $679,000; Ms. Boughton, $679,000; and Ms. Baird, $686,000. In future years we will continue reporting the non-equity incentive compensation payments for the year with respect to which they were earned rather than the year in which they were paid. (4)Represents a maximum $3,000 Company match for participation in the 401(k) Plan for each Named Executive Officer for 2023, 2024 and 2025. Mr. Dudum’s 2024 and 2025 amounts also include reimbursement of $180,000 and $240,000, respectively, for a home security system and general personal security. Mr. Okupe’s 2024 and 2025 amounts also include reimbursement of $13,915 and $14,481, respectively for an office lease. Mr. Kabbani’s amount includes cash severance payments totaling $145,833.

  107. 2025 Summary Compensation Table

    | 50 | COMPENSATION DISCUSSION AND ANALYSIS |

  108. Grants of Plan-Based Awards in 2025 Table

    Grants of Plan-Based Awards in 2025 Table The following table summarizes the equity and other awards granted to our Named Executive Officers in 2025.

  109. Grants of Plan-Based Awards in 2025 Table

    | | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future performance stock option awards under equity incentive plan awards(2) | | | Exercise or base price of option awards ($/Sh) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock & Option Awards(4) (#) | | Name | Grant Date | Compensation Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold Number of Shares (#) | Target Number of Shares (#) | Maximum Number of Shares (#) | | | | | Mr. Dudum | 3/11/25 | 3/11/25 | | | | | | | | 306,406 | 10,635,352 | | | 3/11/25 | 3/11/25 | | | | 278,622 | 557,244 | 1,393,110 | 34.71 | | 11,000,000 | | | | | 312,500 | 625,000 | 1,250,000 | | | | | | | | Mr. Okupe | 3/3/25 | 3/3/25 | | | | | | | | 183,719 | 7,473,689 | | | | | 201,000 | 402,000 | 804,000 | | | | | | | | Mr. Elshenawy | 5/12/25 | 5/12/25 | | | | | | | | 1,036,339 | 57,216,276 | | | | | 148,562 | 297,124 | 594,247 | | | | | | | | Mr. Chi | 3/3/25 | 3/3/25 | | | | | | | | 169,587 | 6,898,799 | | | | | 181,875 | 363,750 | 727,500 | | | | | | | | Ms. Boughton | 3/3/25 | 3/3/25 | | | | | | | | 98,925 | 4,024,269 | | | | | 162,750 | 325,500 | 651,000 | | | | | | | | Ms. Baird | 3/3/25 | 3/3/25 | | | | | | | | 197,851 | 8,048,579 | | Mr. Kabbani | 5/19/25 | 5/12/25 | | | | | | | | 216,333 | 13,486,199 |

  110. Grants of Plan-Based Awards in 2025 Table

    (1)The portion of the annual bonus based on corporate performance may range from a threshold of 50% to a maximum of 200% of the target bonus. Additional detail regarding the determination of cash bonuses is included above under ‘‘Compensation Discussion and Analysis — Annual Incentive Bonus Plan — Corporate Performance Measures.’’ Actual payments are set forth under ‘‘Compensation Discussion and Analysis — Annual Incentive Bonus Plan — Annual Incentive Bonus Plan Payments’’ above and included in the ‘‘2025 Summary Compensation Table’’ above. (2)The performance stock option award will vest upon the achievement of certain parameters for the fiscal year 2027, as described in “Compensation Elements - 2025 CEO Performance Option Awards” above. (3)For each of the NEOs other than Mr. Elshenawy and Mr, Kabbani, the stock awards (RSUs) vest over a four-year period in substantially equal quarterly installments beginning with the first quarterly vesting date after March 15, 2025, subject to the NEO’s continuous service as of each vesting date. For Mr. Elshenawy and Mr. Kabbani, the stock awards vest over a four-year period, with 25% of the RSUs vesting on June 15, 2026, and the remaining 75% of the RSUs vesting in substantially equal quarterly installments thereafter on the Company’s quarterly vesting dates, subject to their continued service as of each vesting date. (4)Represents the grant date fair value of such equity awards, computed in accordance with ASC Topic 718. The actual amounts realized by the Named Executive Officers will vary based on a number of factors, including our stock price at the time of each vesting event. The assumptions used in determining the grant date fair value of the stock option awards are set forth in Note 15 to our audited consolidated financial statements for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2026. For RSUs, the grant date fair value per share is equal to the closing price of our Class A Common Stock on the NYSE on the grant date. For Mr. Dudum’s performance stock options award, the grant date fair value per share is calculated using the Black-Scholes method, based on the closing stock price, and the number of shares granted assumes 100% of the target performance level is achieved. The grant date fair value for these stock options was determined based on the probable outcome of the applicable performance conditions, in accordance with ASC Topic 718.

  111. Grants of Plan-Based Awards in 2025 Table

    | COMPENSATION DISCUSSION AND ANALYSIS | 51 |

  112. Outstanding Equity Awards at Fiscal Year End 2025 Table

    Outstanding Equity Awards at Fiscal Year End 2025 Table The following table summarizes the outstanding equity awards held by our Named Executive Officers at December 31, 2025. The closing price of $32.47 per share of our Class A Common Stock on the last trading day in 2025 was used to determine the market value of the unvested RSUs shown in the ‘‘Market Value of Shares or Units of Stock That Have Not Vested ($)’’ column.

  113. Outstanding Equity Awards at Fiscal Year End 2025 Table

    | | Option Awards | | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Dudum | 6/17/20 | 431,395 | — | — | 2.43 | 6/16/30 | | | | | | | | 6/17/20(4) | 1,623,069 | — | — | 2.43 | 6/16/30 | | | | | | | | 6/17/20 | 17,005 | — | — | 2.43 | 6/16/30 | | | | | | | | 12/23/20 | 584,797 | — | — | 9.41 | 12/22/30 | | | | | | | | 2/24/22 | 999,369 | 43,451 | — | 5.01 | 2/23/32 | 2/24/22 | 35,242 | 1,144,308 | — | — | | | 2/24/22 | 1,564,230 | — | 521,410 | 5.01 | 2/23/32 | | | | | | | | 3/1/23 | 147,441 | 67,020 | — | 11.53 | 2/28/33 | 3/1/23 | 177,233 | 5,754,756 | 397,001 | 12,890,622 | | | | | | | | | 2/28/24 | 670,769 | 21,779,869 | 511,061 | 16,594,151 | | | 3/11/25 | — | — | 557,244 | 34.71 | 3/10/35 | 3/11/25 | 248,955 | 8,083,569 | | | | Mr. Okupe | 2/24/22⁽⁵⁾ | 137,322 | 21,486 | — | 5.01 | 2/23/32 | 2/24/22 | 52,396 | 1,701,298 | — | — | | | 3/1/23 | 13,889 | 34,665 | — | 11.53 | 2/28/33 | 3/1/23 | 91,672 | 2,976,590 | 205,345 | 6,667,552 | | | | | | | | | 2/28/24 | 206,893 | 6,717,816 | 157,632 | 5,118,311 | | | | | | | | | 3/3/25 | 149,272 | 4,846,862 | | | | Mr. Elshenawy | | | | | | | 5/12/25 | 1,036,339 | 33,649,927 | | |

  114. Outstanding Equity Awards at Fiscal Year End 2025 Table

    | 52 | COMPENSATION DISCUSSION AND ANALYSIS |

  115. Outstanding Equity Awards at Fiscal Year End 2025 Table

    | | Option Awards | | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Chi | 5/27/21(5) | 7,800 | — | — | 13.90 | 5/26/31 | | | | | | | | 2/24/22 | 139,434 | 34,608 | — | 5.01 | 2/23/32 | 2/24/22 | 9,357 | 303,822 | — | — | | | 8/10/22 | 57,290 | 58,072 | — | 6.82 | 8/9/32 | 8/10/22(6) | 49,487 | 1,606,843 | — | — | | | 3/1/23 | 16,292 | 30,814 | — | 11.53 | 2/28/33 | 3/1/23 | 81,487 | 2,645,883 | 182,529 | 5,926,717 | | | | | | | | | 2/28/24 | 174,226 | 5,657,118 | 132,743 | 4,310,165 | | | | | | | | | 3/3/25 | 137,790 | 4,474,041 | | | | Ms. Boughton | 12/23/20 | 106,450 | — | — | 9.41 | 12/22/30 | | | | | | | | 2/24/22 | 603,778 | 40,376 | — | 5.01 | 2/23/32 | 2/24/22 | 10,916 | 354,443 | — | — | | | 3/1/23 | 50,842 | 23,110 | — | 11.53 | 2/28/33 | 3/1/23 | 61,115 | 1,984,404 | 136,897 | 4,445,046 | | | | | | | | | 2/28/24 | 108,891 | 3,535,691 | 82,964 | 2,693,841 | | | | | | | | | 3/3/25 | 80,377 | 2,609,841 | | | | Ms. Baird(7) | 5/13/20 | 200,700 | — | — | 2.43 | 5/12/30 | | | | | | | | 12/23/20 | 265,899 | — | — | 9.41 | 12/22/30 | | | | | | | | 2/24/22 | 1,512,073 | 69,215 | — | 5.01 | 2/23/32 | 2/24/22 | 18,713 | 607,611 | — | — | | | 3/1/23 | 67,789 | 30,814 | — | 11.53 | 2/28/33 | 3/1/23 | 81,487 | 2,645,883 | 182,529 | 5,926,717 | | | | | | | | | 2/28/24 | 235,205 | 7,637,106 | — | — | | | | | | | | | 3/3/25 | 160,754 | 5,219,682 | | | | Mr. Kabbani | | | | | | | 5/19/25⁽⁸⁾ | 216,333 | 7,024,333 | | |

  116. Outstanding Equity Awards at Fiscal Year End 2025 Table

    (1)Unless otherwise noted, the stock option awards vest in substantially equal monthly installments over a four-year period, beginning on the one-month anniversary of each grant date, subject to the Named Executive Officer’s continuous service as of each vesting date. (2)The RSUs vest over a four-year period in substantially equal quarterly installments as follows, subject to the Named Executive Officer’s continuous service as of each vesting date: •For awards granted on February 24, 2022, vesting began on June 15, 2022, with the RSUs vesting on each quarterly vesting date thereafter. •For awards granted on March 1, 2023, vesting began on June 15, 2023, with the RSUs vesting on each quarterly vesting date thereafter.

  117. Outstanding Equity Awards at Fiscal Year End 2025 Table

    | COMPENSATION DISCUSSION AND ANALYSIS | 53 |

  118. Outstanding Equity Awards at Fiscal Year End 2025 Table

    •For awards granted on February 28, 2024, vesting began on June 15, 2024, with the RSUs vesting on each quarterly vesting date thereafter. •For awards granted on March 3, 2025, vesting began on June 15, 2025, with the RSUs vesting on each quarterly vesting date thereafter. •For awards with a grant date of May 12, 2025, the stock awards vest over a four-year period, with 25% of the RSUs vesting on June 15, 2026, and the remaining 75% of the RSUs vesting in substantially equal quarterly installments thereafter on the Company’s quarterly vesting dates. (3)The level of achievement for the PRSU awards will be measured based upon performance in a future fiscal year. Accordingly, the award amounts are disclosed at the target level of achievement. (4)The stock option award vests in full if the per share closing price of our Class A Common Stock is at least equal to $38.31, or if the Company is acquired for consideration of at least $38.31 per share, subject to the Named Executive Officer’s continuous service as CEO or a director through the achievement of such stock price or acquisition. These stock price-based performance metrics were achieved in February 2025. (5)The stock option award vests over a four-year period, with 25% of the stock option award vesting after 12 months and the remainder vesting in substantially equal monthly installments thereafter, subject to the Named Executive Officer’s continuous service as of each vesting date. (6)The RSUs vest over a four-year period, beginning on September 15, 2022, with the RSUs vesting on each quarterly vesting date thereafter, subject to the Named Executive Officer’s continuous service with us as of each vesting date. (7)The awards reflect the number of RSUs that Ms. Baird continued to hold at December 31, 2025 following termination of her employment with the Company in August 2025. Under the terms of Ms. Baird’s transition and advisory agreement, 73,510 RSUs and 365,058 PRSUs vested in March 2026. The remaining unvested RSUs were forfeited. (8)The awards reflect the number of RSUs that Mr. Kabbani continued to hold following termination of his employment with the Company in November 2025. Under the terms of Mr. Kabbani’s transition and advisory agreement, 25% of this award will vest on June 15, 2026, and the remaining unvested RSUs will be forfeited.

  119. Outstanding Equity Awards at Fiscal Year End 2025 Table

    | 54 | COMPENSATION DISCUSSION AND ANALYSIS |

  120. Option Exercises and Stock Vested in 2025 Table

    Option Exercises and Stock Vested in 2025 Table The following table provides information about stock option exercises and the vesting of RSU awards that occurred during 2025. The values for exercised stock options reflect the difference between the aggregate option exercise price and the market price of our Class A Common Stock on the date of the exercise multiplied by the number of shares purchased upon exercise. The values for RSUs that vested during 2025 reflect the per share closing price of our Class A Common Stock on the vesting date multiplied by the number of shares that vested.

  121. Option Exercises and Stock Vested in 2025 Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Dudum | 1,303,350 | 58,919,782 | 831,344 | 36,093,614 | | Mr. Okupe | 297,418 | 13,351,814 | 409,317 | 18,432,329 | | Mr. Elshenawy | — | — | — | — | | Mr. Chi | 150,166 | 5,267,841 | 307,826 | 13,872,798 | | Ms. Boughton | 304,023 | 7,320,284 | 167,471 | 7,466,495 | | Ms. Baird | 904,555 | 34,107,001 | 293,677 | 13,133,700 | | Mr. Kabbani | — | — | — | — |

  122. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We may provide payments to our executive officers upon their termination or a change in control of the Company. Such payments are made pursuant to each executive officer’s Change in Control/Severance Agreement as described in ‘‘Post-Employment Compensation’’ above.

  123. Involuntary Termination Involving a Change in Control

    | 60 | DIRECTOR COMPENSATION |

  124. Involuntary Termination Involving a Change in Control

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation (3) ($) | Total ($) | | Deb Autor | 44,000 | 186,931 | 75,000 | 305,931 | | Patrick Carroll, M.D. | 40,000 | 186,931 | — | 226,931 | | Delos Cosgrove, M.D. | 40,000 | 186,931 | — | 226,931 | | Anja Manuel | 54,000 | 186,931 | — | 240,931 | | Christopher Payne | 59,148 | 186,931 | — | 246,079 | | Christiane Pendarvis | 50,000 | 186,931 | — | 236,931 | | Andrea Perez | 55,000 | 186,931 | — | 241,931 | | Kåre Schultz | 44,000 | 186,931 | — | 230,931 | | David Wells | 87,648 | 186,931 | — | 274,579 |

  125. Involuntary Termination Involving a Change in Control

    | | | | Average Summary Compensation Table Total for Non- PEO NEOs(1,4) ($) | Average Compensation Actually Paid to Non- PEO NEOs(1,5) ($) | Value of Initial Fixed $100 Investment Based On: | | | Company-Selected Measure Revenue (in thousands)(9) ($) | | Year | Summary Compensation Table Total for PEO(1,2) ($) | Compensation Actually Paid to PEO(1,3) ($) | | | Total Stockholder Return (‘‘TSR’’)(6) ($) | Peer Group Total Stockholder Return(7) ($) | Net Income (Loss) (in thousands)(8) ($) | | | 2025 | 22,958,907 | 159,731,806 | 17,508,025 | 20,697,225 | 210 | 113 | 128,365 | 2,347,637 | | 2024 | 24,609,077 | 110,273,117 | 7,240,415 | 32,546,669 | 157 | 98 | 126,038 | 1,476,514 | | 2023 | 14,401,411 | 21,357,371 | 6,529,846 | 8,030,837 | 58 | 76 | (23,546) | 872,000 | | 2022 | 10,816,547 | 10,725,679 | 4,987,020 | 5,825,534 | 42 | 47 | (65,678) | 526,916 | | 2021 | 15,230,255 | 26,759,950 | 3,330,464 | 741,286 | 42 | 90 | (107,659) | 271,878 |

  126. Involuntary Termination Involving a Change in Control

    | PAY VERSUS PERFORMANCE DISCLOSURE | 63 |

  127. Involuntary Termination Involving a Change in Control

    | 64 | PAY VERSUS PERFORMANCE DISCLOSURE |

  128. Involuntary Termination Involving a Change in Control

    | PAY VERSUS PERFORMANCE DISCLOSURE | 65 |

  129. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section ‘‘Executive Compensation – Compensation Discussion and Analysis,’’ the Company’s executive compensation program emphasizes our maintaining a competitive executive compensation program in the markets in which we compete for talent as well as fostering an ownership mentality among our senior executives. As such we offer compensation packages that provide fixed compensation, short-term incentives that generally align to our annual financial and operational objectives and performance, and long-term incentives designed to align our executives’ interests with those of our stockholders. As we continue to grow and evolve as a public company in increasingly complex national and global market environments, our compensation program and philosophy is growing and evolving with the Company. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table, and such measures were not designed/intended to specifically align our performance in any given year with ‘‘compensation actually paid’’ as defined and computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of (1) the most important financial performance measures used by the Company to link performance with compensation actually paid to the Company’s NEOs and (2) the relationships between our executive compensation and the financial information presented in the Pay Versus Performance Table.

  130. Financial Performance Measures

    | 66 | PAY VERSUS PERFORMANCE DISCLOSURE |

  131. Compensation Actually Paid and Total Stockholder Return

    Compensation Actually Paid and Total Stockholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”) (in thousands), our cumulative Total Stockholder Return (“TSR”) and the TSR of the NASDAQ Internet Index (“Peer TSR”), assuming an initial fixed investment on January 21, 2021 of $100, for the fiscal years shown in the chart below.

  132. Compensation Actually Paid and Total Stockholder Return

    | PAY VERSUS PERFORMANCE DISCLOSURE | 67 |

  133. Compensation Actually Paid and Net Income/(Loss)

    Compensation Actually Paid and Net Income/(Loss) The following graph reflects the relationship between the PEO and average non-PEO NEO CAP (in thousands) and our net income (loss) (in thousands) for the fiscal years shown in the chart below. While we are required by SEC rules to disclose the relationship between our net income and “compensation actually paid” to our NEOs, this is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation.

  134. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue The following graph reflects the relationship between the PEO and average non-PEO NEO CAP (in thousands) and our GAAP revenue (in thousands) for the fiscal years shown in the chart below. CEO Pay Ratio We are providing the following information regarding the relationship between the total annual compensation of Mr. Dudum, our Chief Executive Officer, and the median total annual compensation of our employees (other than Mr. Dudum) for fiscal year 2025, as required by Item 402(u) of Regulation S-K under the Securities Act of 1933: •Mr. Dudum’s total annual compensation, as reported in the ‘‘Total Compensation’’ column in the ‘‘Summary Compensation Table for Fiscal Year 2025’’ included in this Proxy Statement, was $22,958,907. •The total annual compensation of the median employee of all employees (other than Mr. Dudum) of the Company (including our consolidated subsidiaries and variable interest entities) was $84,402. •Based on the above, for fiscal year 2025, the ratio of Mr. Dudum’s total annual compensation to the median of the total annual compensation of our employees was 272 to 1. To determine the median total annual compensation of all employees (other than Mr. Dudum), we used the following methodology: •We first determined that, as of December 31, 2025, our total employee population (excluding Mr. Dudum) consisted of 2,441 employees, comprising 2,416 regular employees and 25 temporary employees. 2,095 of these individuals were located in the U.S. and 346 were located outside of the U.S. •In July 2025, we acquired Zava Global GmbH, a Germany-based digital health platform with operations in the United Kingdom and the European Union. In accordance with the Item 402(u) “business combination” exception, we excluded 241 employees of this acquired business who were employed as of the closing of the acquisition (approximately 9.9% of our total workforce) from the employee population used to calculate our pay ratio. •In compliance with the Item 402(u) “de minimis” exception, we then excluded a total of 105 employees in 4 countries (approximately 4.3% of our total workforce, or approximately 4.8% of our total workforce after giving effect to the exclusion described above) from the employee population for purposes of calculating our pay ratio. Employees in the following countries were excluded: 17 in Canada, 82 in the United Kingdom, 3 in Ireland, and 3 in Germany. •As a result, for purposes of determining our pay ratio, our designated employee population (excluding Mr. Dudum) included a total of 2,095 employees, all of whom were U.S. employees. •The median employee used for our fiscal year 2025 analysis was determined using actual salaries paid in 2025 (including overtime for hourly employees), actual bonuses earned for 2025, the value of equity compensation granted in 2025, and all other compensation earned in 2025. Such employee’s total annual compensation is calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median total annual compensation disclosed above. Independent Registered Public Accounting Firm Independent Registered Accounting Firm for 2026 The audit committee has selected KPMG LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2026. Although action by the stockholders on this matter is not required, the audit committee and the Board of Directors believe it is appropriate to seek stockholder ratification of this selection in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. Ratification requires the affirmative vote of a majority of eligible shares present at the Annual Meeting, online or by proxy, and voting thereon. If this appointment is not ratified by the stockholders, the audit committee may reconsider its selection. One or more representatives of KPMG LLP are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Audit, Audit-Related, Tax and All Other Fees The table below sets forth the aggregate fees billed by KPMG in 2024 and 2025.

  135. Compensation Actually Paid and Revenue

    | | 2025 ($) | 2024 ($) | | Audit Fees(1) | 4,545,894 | 3,259,868 | | Audit-Related Fees, Tax Fees, Other Fees(2) | — | — | | Total | 4,545,894 | 3,259,868 |

  136. Compensation Actually Paid and Revenue

    (1)Audit fees include fees for services performed to comply with the standards established by the Public Company Accounting Oversight Board, including the audit of our consolidated financial statements. This category also includes fees for services that generally only the principal independent auditor can reasonably provide, such as consents for registration statements and assistance with and review of our SEC filings. (2)There were no Audit-Related Fees, Tax Fees, or Other Fees provided by our principal independent auditor. Approval Policies and Procedures The formal written charter for our audit committee requires that the audit committee (i) review and approve, in advance, the scope and plans for the audits and the audit fees and (ii) approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit and tax services to be performed by the independent auditor that are not otherwise prohibited by law or regulations and any associated fees. Our audit committee has adopted pre-approval policies and procedures for the engagement of independent accountants to render services to the Company. With respect to each proposed pre-approved service, KPMG must provide the audit committee with the background information regarding the specific services to be provided. If applicable, the term of any pre-approval is 12 months from the date of pre-approval, unless the audit committee specifically provides for a different period. All other audit and non-audit services not included from time to time in the pre-approved services must be specifically pre-approved by the audit committee. Pursuant to the policy, pre-approval authority is delegated to the chair of the audit committee, or to one or more of its other members designated by the chair, and such person is to report any pre-approval decisions to the audit committee at its next scheduled meeting for ratification. The audit committee pre-approved all services provided by KPMG during fiscal 2025 in accordance with the pre-approval policies and procedures. Report of the Audit Committee of the Board of Directors The material in this report is not ‘‘soliciting material,’’ is not deemed ‘‘filed’’ with the SEC and is not to be incorporated by reference in any filing of Hims & Hers under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. The audit committee of our Board is comprised of three non-employee directors and operates under a written charter adopted by our Board. Our Board annually reviews the NYSE listing standards’ definition of independence for audit committee members and has determined that each member of the audit committee meets that standard. Our Board has determined that each of our audit committee members is financially literate and that Mr. Wells qualifies as an audit committee financial expert within the meaning of SEC regulations and has accounting or related financial management expertise under the NYSE listing standards. The principal purpose of the audit committee is to assist our Board in its general oversight of our accounting and financial reporting processes and audits of our financial statements. The audit committee is responsible for selecting and engaging our independent auditor and approving the audit and non-audit services to be provided by the independent auditor. The audit committee’s function is more fully described in its charter, which our Board adopted and which the audit committee reviews on an annual basis. In the performance of its oversight function, at its committee meeting in February 2026, the audit committee reviewed and discussed with management the audited financial statements of Hims & Hers for the year ended December 31, 2025 (the ‘‘Hims & Hers Financial Statements’’) and the assessment of Hims & Hers’ internal control over financial reporting. The audit committee has retained KPMG LLP as the Company’s independent registered public accounting firm for 2026. The audit committee also discussed with the independent registered public accounting firm of Hims & Hers the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the ‘‘PCAOB’’) and the SEC. The audit committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and discussed the independent accountants’ independence with the independent accountants. Based upon the review and discussions referred to above, the audit committee recommended to the Board that the Hims & Hers Financial Statements be included in the 2025 Annual Report. Submitted by the Audit Committee of the Board of Directors: David Wells (chair) Anja Manuel Christiane Pendarvis

  137. Compensation Actually Paid and Revenue

    | Proposals | | | | | | | | Proposal 1 | 72 | Proposal 2 | 74 | Proposal 3 | 75 | |

  138. Compensation Actually Paid and Revenue

    | 72 | PROPOSALS |

  139. Compensation Actually Paid and Revenue

    Election of Directors Our Board currently consists of ten directors. The term of each of our directors expires at the Annual Meeting. Our Board has nominated Andrew Dudum, Kofi Amoo-Gottfried, Deb Autor, Delos Cosgrove, M.D., Anja Manuel, Christopher Payne, Andrea Perez, Kåre Schultz, and David Wells for election at the Annual Meeting. Christiane Pendarvis and Patrick Carroll, M.D., current directors, have not been nominated for re-election and will cease to serve as directors immediately following the conclusion of the Annual Meeting, at which time the number of directors constituting the Board of Directors will decrease from ten to nine directors if Mr. Amoo-Gottfried is elected by the stockholders. We sincerely thank Ms. Pendarvis and Dr. Carroll for their service to the Company. Dr. Carroll will remain in his role as Global Chief Medical Officer of the Company. If each of the nominees are elected, they will serve on our Board until our 2027 annual meeting of stockholders and until their respective successors have been elected and qualified. The nominees for director at the Annual Meeting, their ages as of April 28, 2026, their positions and their offices held with the Company are set forth below. Other biographical information for the members of our Board is set forth in this proxy statement under the heading ‘‘Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.’’ For so long as the shares of Class V Common Stock held by Mr. Dudum and his affiliates and permitted transferees continue to remain outstanding, our Restated Certificate of Incorporation provides that our Board will not be classified into three classes of directors and all of our directors will stand for reelection each year. Following the date on which all shares of Class V Common Stock convert into shares of Class A Common Stock on a one-for-one basis, we intend that the Board will be classified into three classes of directors, each of whom will hold office for a three-year term. Each person nominated for election has agreed to serve if elected. Directors are elected by a plurality of the votes properly cast in person or by proxy. This means that nominees receiving the highest number of ‘‘For’’ votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named below. However, if you are a street name stockholder, which means that your shares are held by a broker, bank or other nominee, your shares will not be voted for the election of directors unless you have provided voting instructions to your nominee.

  140. Compensation Actually Paid and Revenue

    | PROPOSALS | 73 |

  141. Compensation Actually Paid and Revenue

    Nominees at the Annual Meeting

  142. Compensation Actually Paid and Revenue

    | Name | Age | Position(s) with Hims & Hers | | Andrew Dudum | 37 | Chief Executive Officer, Director and Chairman | | Kofi Amoo-Gottfried | 46 | Director Nominee | | Deb Autor | 59 | Chief Policy Officer and Director | | Delos Cosgrove, M.D. | 85 | Director | | Anja Manuel | 51 | Director | | Christopher Payne | 57 | Director | | Andrea Perez | 45 | Director | | Kåre Schultz | 64 | Director | | David Wells | 54 | Lead Independent Director |

  143. Compensation Actually Paid and Revenue

    We believe that the director nominees reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have broad, business related knowledge and experience at the policy-making level in business, government, or technology, including their understanding of the Company’s industry and business in particular, (iv) have individual qualifications, relationships, and experience that would increase the overall effectiveness of the Board, (v) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members, (vi) are committed to enhancing stockholder value, and (vii) have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as directors are noted in their biographies. Key Metrics for Our Nine Director Nominees

  144. Compensation Actually Paid and Revenue

    | Gender Identity | Demographic Background | Board Tenure | Independence |

  145. Compensation Actually Paid and Revenue

    | ● Female ● Male | ● African American or Black ● Hispanic or Latinx ● White ● 2 or more Races/Ethnicities | ● 0-3 years ● 4-10 years | ● Independent ● Not Independent |

  146. Compensation Actually Paid and Revenue

    | The Board of Directors unanimously recommends a vote “FOR” each of the nine director nominees. |

  147. Compensation Actually Paid and Revenue

    | 74 | PROPOSALS |

  148. Compensation Actually Paid and Revenue

    Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 The audit committee appoints our independent registered public accounting firm. The audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. KPMG LLP (‘‘KPMG’’) has served as the independent registered public accounting firm of Hims & Hers and its predecessors since 2019. Neither KPMG nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed KPMG to serve as our independent registered public accounting firm for the year ending December 31, 2026. Neither our bylaws nor other governing documents nor applicable law requires stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, the Board is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the selection, the audit committee of our Board will reconsider whether or not to retain the firm. Even if the selection is ratified, the audit committee of our Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of KPMG are expected to be present at the Annual Meeting and will have the opportunity to make statements if they desire to do so and to respond to appropriate questions. The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting will be required to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum but will not be considered as votes cast for or against this proposal and will therefore have no effect on the outcome of the vote. Broker non-votes are not expected for this proposal.

  149. Compensation Actually Paid and Revenue

    | The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |

  150. Compensation Actually Paid and Revenue

    | PROPOSALS | 75 |

  151. Compensation Actually Paid and Revenue

    Non-Binding Advisory Vote on Executive Compensation We are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Although this is an advisory vote and is not binding on us or our Board of Directors, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board, and accordingly, the Board and the compensation committee intend to review and consider the voting results when making future decisions regarding our executive compensation programs. This ‘‘say-on-pay’’ vote is required pursuant to Section 14A of the Exchange Act and is considered good corporate governance. As we explain in the Compensation Discussion and Analysis (‘‘CD&A’’) in this proxy statement, our executive compensation programs are designed to attract, reward and retain our named executive officers, who are vital to the success of our Company. Our programs reward our named executive officers for achieving specific annual and strategic goals. We strongly encourage you to review the CD&A. The compensation committee reviews the compensation programs for our named executive officers to ensure the executive compensation structure aligns with our stockholders’ interests and current market practices. All committee members are independent directors who apply generally accepted governance practices to compensation decisions. We believe that our executive compensation design, policy and strategy are critical in motivating our executives to seek innovative solutions that contribute to Hims & Hers’ continued success. Accordingly, our Board of Directors is asking our stockholders to indicate their support for the compensation of our named executive officers, as described in this proxy statement, by casting a non-binding advisory vote ‘‘FOR’’ the following resolution: ‘‘RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related disclosures contained in the proxy statement.’’

  152. Compensation Actually Paid and Revenue

    | The Board of Directors unanimously recommends a vote “FOR” approval, on a non-binding, advisory basis, of compensation paid to our named executive officers. |

  153. Compensation Actually Paid and Revenue

    Additional Information Questions and Answers About the Proxy Materials and Voting