Hims & Hers Health Inc. (NYSE: HIMS) announced plans to offer $300 million in convertible senior notes due 2032 in a private placement to qualified institutional buyers. The company also expects to grant initial purchasers an option to buy up to an additional $45 million in notes.

The health and wellness platform intends to use proceeds to support its international expansion strategy, including its proposed acquisition of Eucalyptus, which is expected to close in mid-2026. The company also plans to invest in technology and fulfillment infrastructure and scale artificial intelligence capabilities.

The notes will be senior, unsecured obligations that accrue interest payable semi-annually and mature on June 1, 2032. Noteholders may convert their notes under certain circumstances, with Hims & Hers settling conversions through cash, Class A common stock shares, or a combination at the company's discretion.

Hims & Hers may redeem the notes for cash at any time on or after June 6, 2029, provided the company's Class A common stock price exceeds 130% of the conversion price for a specified period and other conditions are met. The redemption price equals the principal amount plus accrued interest.

In connection with the offering, the company expects to enter into capped call transactions designed to reduce potential dilution upon note conversions. These transactions may affect the stock price as counterparties establish hedging positions.

The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and cannot be offered except through exemptions from registration requirements.