Will any HIMS insider make an open-market stock purchase by June 30, 2026?

The behavioral pattern is now extremely well-established: 5+ months of zero insider purchases despite management repeatedly reaffirming transformative long-term targets. The Oct 2025–Feb 5 window is particularly damning — this was the unrestricted period before the DOJ referral, and zero purchases were made. The DOJ criminal referral on Feb 6 now adds a hard legal constraint. Defense counsel almost certainly advised no trading during active investigation; insiders who buy during a DOJ probe face additional legal and reputational exposure. The corporate buyback ($90M, now ~38% underwater) without any personal participation widens the narrative-action gap to its widest point yet. Even if restrictions technically lift before June 30, the optics of an insider buying while under DOJ scrutiny are sufficiently adverse to deter rational actors. SBC of $135M exceeding net income further indicates insiders are already extracting value through compensation rather than co-investing. The marginal probability for a purchase is near-base-rate for a company under active federal investigation — I estimate 8%.

This prediction requires weighing two competing hypotheses: (A) insiders lack genuine conviction and the DOJ referral now adds legal constraint, or (B) insiders want to buy but are legitimately blocked. The evidence strongly favors (A). The unrestricted Oct-Feb 5 window saw zero purchases — if conviction-based buying were coming, it would have happened when $25-40 stock prices represented the most compelling entry point management's own 2030 targets imply. The CEO controls the company via 175:1 super-voting shares, giving him every incentive to signal long-term confidence through personal capital. He did not. Post-Feb 6, the DOJ referral now makes buying a rational impossibility for most insiders — defense counsel will advise against it. The $250M buyback authorization is corporate-level signaling that does not require insiders to risk personal capital. I model: 10% probability any insider makes a Form 4 open-market purchase by June 30.

Historical base rate for insider purchases at companies under active DOJ criminal investigation is extremely low. When companies enter federal investigation blackout periods, the empirical frequency of Form 4 open-market purchases drops to near-zero for the duration of the investigation. The DOJ referral here (Feb 6) plausibly creates restrictions through June 30 or beyond. More importantly, the pre-DOJ behavior is equally discouraging: zero insider buying during the full October–January unrestricted window. Management reaffirmed $6.5B in 2030 revenue targets — at current market cap this would be an extraordinary return — yet no insider committed personal capital. The corporate buyback program ($250M new authorization) provides cover for the narrative without requiring personal risk-taking. One scenario where a purchase occurs: a minor executive or board member makes a token symbolic purchase to demonstrate confidence post-earnings. This is low probability but not zero. I estimate 9%.

The update from Q4 2025 earnings confirms and extends the prior signal. Key developments: (1) Zero insider buying confirmed through at least February 2026, extending the gap to 5+ months. (2) The DOJ referral on Feb 6 creates a new structural impediment — insiders likely face counsel-advised trading restrictions during the active investigation. (3) The corporate buyback program ($90M FY2025, $250M new authorization) continues to create a gap between company-level and individual-level conviction signaling. The previous 18% estimate may have been slightly generous given how little has changed positively. The DOJ constraint materially reduces the probability of any purchase in H1 2026. I estimate 11% — slightly above the pure base rate to reflect the possibility that restrictions lift earlier than expected and a minor insider makes a small purchase.

Updating from 18% (Feb 9) to approximately 12% based on: (1) Another full quarter of confirmed zero insider buying — the prior estimate had some optionality embedded in the possibility that buying had just not occurred yet. That optionality is now depleted. (2) DOJ criminal referral (Feb 6) adds a new constraint category. Even if it does not technically prevent trading, no rational insider would choose to buy during an active federal investigation. The appearance of trading on non-public investigation knowledge creates a secondary legal risk. (3) Stock price decline from ~$40 (Q4 buyback avg) to ~$25 now creates an additional negative signal — the corporate buyback program is already deeply underwater, suggesting the buyback was not made at an opportunistically cheap level. The modest residual probability accounts for: a token purchase by a board member, an insider who exits the restricted list and decides conviction buying is appropriate, or an unexpected resolution/narrowing of the DOJ matter.

The structure of this market has changed materially since the Feb 9 prediction. At that point, the primary negative signal was behavioral (zero buying for several months). Now there is an additional legal/structural constraint from the DOJ referral. Defense counsel for companies under active DOJ investigation routinely advise a complete trading moratorium. This applies especially to the most senior insiders (CEO, CFO) who are most likely to be in the DOJ's scope. Junior insiders might technically be outside the blackout, but their purchases are smaller and less meaningful. The unrestricted window that existed prior to Feb 6 now appears clearly wasted — no insider chose to buy when they legally could. Remaining window with no constraint is effectively zero between now and June 30 unless the DOJ matter resolves quickly (very unlikely). I estimate 10%.

Key facts: Zero insider purchases for 5+ months. DOJ referral Feb 6 adds legal restriction. Unrestricted window Oct–Feb 5 saw no buying. Corporate buyback ≠ personal purchase. SBC exceeds net income. Probability drops below 10%. Estimate: 8%.

Two compounding negative factors: (1) Established behavioral pattern — no insider purchases during any observable window. (2) New structural barrier — DOJ referral creates legal/reputational constraint on trading. The prior 18% estimate is stale; new evidence moves materially lower. Estimate: 9%.

Straightforward update: zero buying confirmed through Feb 2026, DOJ referral now restricts trading, unrestricted window wasted with no purchases. Small residual for unexpected early resolution of DOJ matter or token board purchase. Estimate: 10%.