Hims & Hers Health, Inc. 8-K

What Happened
Hims & Hers Health, Inc. filed an 8‑K on February 19, 2026 disclosing a Securities Sale Deed to acquire EUC Management Pty Ltd (d/b/a Eucalyptus), an Australia‑based digital health company operating in Australia, the UK, Germany, Canada and Japan. The proposed transaction carries an enterprise value of up to approximately $1,150,000,000 and is expected to close in mid fiscal 2026, subject to customary closing conditions and regulatory approvals.

Key Details

• Total consideration up to ~$1.15B made up of ~ $240M upfront, ~$710M deferred, and up to ~$200M in earnouts (adjusted for net debt/working capital).
• Upfront payments are payable at closing; deferred payments are scheduled at 3, 6, 9, 12, 15 and 18 months after closing. Earnouts are tied to revenue and adjusted EBITDA targets for fiscal years 2026–2028.
• Purchaser may elect to satisfy up to ~60% of deferred/earnout obligations to certain sellers by issuing Hims & Hers Class A common stock (shares priced using a recent VWAP formula). The company will register any shares that cannot be immediately resold under Rule 144.
• Additional items: up to $50M in RSU awards at closing (plus up to $12.5M yearly on each of the first four anniversaries, totaling up to $50M) for certain Target employees; potential $30M revolving facility to support pre‑closing working capital (subject to lender consent); purchaser has R&W insurance; Hims, Inc. guarantees the purchaser’s obligations.

Why It Matters
This is a sizable strategic acquisition that expands Hims & Hers’ global digital‑health footprint into multiple markets via Eucalyptus. The deal combines a meaningful near‑term cash commitment (the ~$240M upfront) with large contingent and deferred payments, and contains an equity option that could dilute shareholders if stock is used to settle part of the purchase price. Closing remains subject to regulatory approvals, consents and other usual conditions, so timing and ultimate completion are not guaranteed.