Commitments and Contingencies |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Commitments and Contingencies Purchase Obligations The Company has non-cancelable contractual obligations with remaining terms in excess of one year to make future purchases, primarily related to cloud-based software contracts used in operations and minimum commitments for inventory purchases. As of March 31, 2026, non-cancelable purchase obligations with remaining terms in excess of one year were $36.9 million, with $6.9 million payable in 2026, $11.7 million payable in 2027, $7.9 million payable in 2028, $5.1 million payable in 2029, and $5.3 million payable in 2030. Lease Commitments Refer to Note 10 – Operating Leases for discussion of the Company’s future lease commitments. Indemnifications The Company has certain stand-ready obligations to provide indemnifications in the normal course of business under various contractual arrangements, which are recorded on the consolidated balance sheets at fair value. As of March 31, 2026, the maximum potential amount of future payments the Company could be required to make under these arrangements was approximately $50 million, and the fair value of these obligations was considered immaterial to the unaudited condensed consolidated balance sheets. Historically, there have been no such indemnification claims. Legal Proceedings In addition to the legal matters described below, the Company is, from time to time, a party to litigation, various claims, and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions, or relief. Management is not currently aware of any matters that are reasonably likely to have a material adverse impact on the Company’s business, financial position, results of operations, or cash flows. In October 2023, the Federal Trade Commission (the “FTC”) issued to the Company a Civil Investigative Demand (the “CID”) requesting information regarding the Company's privacy, advertising, and cancellation practices as part of a non-public investigation related to the Restore Online Shoppers’ Confidence Act (“ROSCA”). The Company responded cooperatively to the CID and related follow-up requests from the FTC. In April 2026, the FTC communicated to the Company its findings with respect to its investigation. The FTC and the Company are engaged in active settlement negotiations, and the outcome is uncertain. There is a reasonable possibility that the final liability could be materially higher than the amount accrued. While the Company believes that it has meritorious arguments and would pursue a vigorous defense if the matter were to proceed to litigation, the Company has submitted a substantive offer to the FTC to settle this matter without admission of liability or wrongdoing. There can be no assurance, however, that this settlement offer will be accepted or that any current or future discussions with the FTC to resolve this inquiry will be successful. The Company has recorded an accrual for estimated probable losses of $15.0 million for this matter as of March 31, 2026 within accrued liabilities on the unaudited condensed consolidated balance sheets and as a general and administrative expense on the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2026, and such estimate may be subject to change based on additional information. The Company is unable at this time to reasonably estimate any range of loss above the amount accrued due to a number of unknown factors that may materially affect the resolution of the FTC matter and its impacts on the Company's business, results of operations, and financial condition. On June 25, 2025, two putative securities class action lawsuits were filed in the United States District Court for the Northern District of California against the Company and certain of its executives, and were later consolidated by the court as In re Hims & Hers Health, Inc. Securities Litigation, No. 25-cv-05315 (the “Securities Action”). The amended consolidated complaint was filed on January 29, 2026 on behalf of a proposed class of purchasers of the Company’s Class A common stock and a proposed class of purchasers of derivative securities referencing the Company’s Class A common stock between April 29, 2025 and June 22, 2025, and alleges violations of securities laws in connection with alleged misrepresentations regarding the Company’s business, operations, and prospects, and in particular, with respect to the business relationship between the Company and Novo Nordisk. The Securities Action seeks an unspecified amount of damages as well as attorneys’ fees and other relief. The Company does not currently consider a loss on this lawsuit to be probable. Putative shareholder derivative lawsuits (the “Derivative Actions”) were filed in the United States District Court for the Northern District of California against certain of the Company’s directors and executives. The Derivative Actions are captioned Jones v. Dudum, et al., No. 25-cv-5866 (N.D. Cal.) (filed July 14, 2025), Herman v. Dudum, et al., No. 25-cv-6326 (N.D. Cal.) (filed July 29, 2025), and Popper v. Dudum, et al., No. 25-cv-7337 (N.D. Cal.) (filed August 29, 2025). The Company is a nominal defendant. The Derivative Actions relate to the matters alleged in the Securities Actions, and allege breaches of fiduciary duty by the individual defendants, among other claims. Proceedings in the Derivative Actions are currently stayed. The Derivative Actions seek an unspecified amount of damages from the individual defendants as well as attorneys’ fees and other relief. The Company does not currently consider a loss on these lawsuits to be probable. On February 9, 2026, Novo Nordisk A/S and Novo Nordisk Inc. (together, “Novo Nordisk”) filed a lawsuit in the U.S. District Court for the District of Delaware captioned Novo Nordisk A/S, et al. v. Hims & Hers Health, Inc., et al., No. 1:26-cv-0014. The complaint asserts claims for patent infringement related to Novo Nordisk’s U.S. Patent No. 8,12,343 (the “‘343” patent) in connection with compounded GLP-1 products containing semaglutide available, based on a prescription, through the Company’s digital platform. Novo Nordisk seeks a declaration that the Company has infringed the ‘343 patent, and an award of monetary damages, including enhanced damages related to the Company’s alleged willful infringement. Novo Nordisk also included in the complaint a request for permanent injunction, to bar the Company from continuing its activities related to products containing semaglutide until after the ‘343 patent expires on December 5, 2031. On March 9, 2026, Novo Nordisk voluntarily dismissed all claims without prejudice and the Court closed the case, while reserving the right to refile in the future.
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