Basic and Diluted Net Loss per Share

12 Months Ended

Dec. 31, 2022

Prior to the Merger and prior to effecting the recapitalization, the Company had two classes of common stock: Hims Class A and Hims Class F common stock. The rights of the holders of Hims Class A and Hims Class F common stock were identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights were identical, undistributed earnings and losses were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders was the same for both Hims Class A and Hims Class F common stock on an individual and combined basis.

Subsequent to the Merger, the Company continues to have two classes of common stock: Class A and Class V common stock. Similar to the previous structure, the rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights.

The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the years ended December 31, 2022, 2021, and 2020. Undistributed earnings for each period are allocated to participating securities, including the redeemable convertible preferred stock, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable convertible preferred stock to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average shares of common stock outstanding during periods with undistributed losses.

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):


	Year Ended December 31,
	2022				2021				2020
	Class A		Class V		Class A		Class V		Class A		Class F
Numerator:
Net loss attributable to common stockholders	$	(62,988)	$	(2,690)	$	(103,082)	$	(4,577)	$	(14,558)	$	(3,556)
Denominator:
Weighted average shares outstanding, basic and diluted	196,138,497		8,377,623		178,840,009		7,941,528		28,412,457		6,941,352
Basic and diluted net loss per share	$	(0.32)	$	(0.32)	$	(0.58)	$	(0.58)	$	(0.51)	$	(0.51)

Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. There were no redeemable shares during the years ended December 31, 2022 or 2021. During the year ended December 31, 2020, weighted average Hims Class A common shares presented excludes 165,133 shares subject to redemption. Redeemable shares do not absorb losses.

The following table discloses weighted-average securities that were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive:


	Year Ended December 31,
	2022	2021	2020
Stock options	20,470,391	16,345,661	11,509,177
RSUs	8,778,890	4,081,026	114,624
Common stock issued subject to vesting	2,027,852	1,419,613	—
Common stock issuable under the ESPP	603,603	136,538	—
Warrants to purchase Class A common stock	561,058	4,778,003	1,767,451
Common stock issued for early exercise of stock options	70,257	196,431	99,548
Redeemable convertible preferred stock	—	4,858,176	90,268,364
Common stock issued for exercise of stock options subject to nonrecourse promissory notes	—	874,312	16,514,103
Warrants to purchase redeemable convertible preferred stock	—	—	931,668