[8-K] Hinge Health, Inc. Reports Material Event

Rhea-AI Filing Summary

Hinge Health announced that certain lock-up restrictions tied to its IPO will partially terminate for a subset of holders. The company states that, following its Initial Earnings Release Date on August 5, 2025, the Early Release Condition was satisfied on August 6, 2025, triggering an early release provision in the lock-up agreements.

As a result, approximately 1.66 million Early Release Shares held by employees and service providers (25% of eligible securities owned as of March 1, 2025) will become eligible for immediate sale in the public market at the open of trading on August 19, 2025, subject to the Securities Act (including Rule 144 and Rule 701) and the company’s insider trading policy. All other shares remain subject to the original lock-up period that can extend up to 180 days after May 21, 2025.

Insights

Securities Analyst

Early partial lock-up release increases shares eligible to trade but majority remain restricted; market impact likely limited.

The filing confirms an automatic early release mechanism was triggered by the company meeting the post-IPO price performance test after its Initial Earnings Release. About 1.66 million shares will be eligible to trade on August 19, 2025. This is a defined, contractual supply event rather than a discretionary insider sale program, and sales remain constrained by Securities Act rules and the firm’s insider policy. Investors should view this as a scheduled change in share availability rather than an operational or financial development.

Corporate Governance Expert

Lock-up agreements include an explicit early-release clause which was satisfied; governance controls still restrict broader insider sales.

The Company’s disclosure details that directors, officers, selling stockholders and certain record holders entered lock-up agreements with standard market standoff provisions and an early-release condition tied to trading price performance and the Initial Earnings Release. While roughly 1.66 million Early Release Shares will become eligible to trade, the filing reiterates that remaining locked shares continue under the agreements for the full lock-up term and that applicable securities-law and insider-trading restrictions remain in force, preserving governance oversight of post-IPO sales.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025 (August 6, 2025)

Hinge Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42657	81-1884841
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
455 Market Street, Suite 700
San Francisco, California				94105
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 726-2206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share		HNGE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

In connection with the initial public offering (the “IPO”) of Class A common stock of Hinge Health, Inc. (the “Company”), all of the Company’s directors and executive officers, the selling stockholders in the IPO, and certain other record holders that together represent substantially all of the Company’s outstanding Class A common stock and securities directly or indirectly convertible into or exchangeable or exercisable for the Company’s Class A common stock entered into lock-up agreements with the underwriters for the IPO and/or agreements with market standoff provisions with the Company (the “Lock-Up Agreements”) that restrict such holder’s ability to sell or transfer their shares for a period of up to 180 days after May 21, 2025 (such period, the “Lock-Up Period”), subject to certain exceptions.

Notwithstanding the above, the Lock-Up Agreements provide that, following the date that the Company publicly announces its earnings for the first completed quarterly period after the IPO (the “Initial Earnings Release Date”), the Lock-Up Period will terminate on the day that is 90 days after May 21, 2025 with respect to 25% of eligible securities owned as of March 1, 2025 by certain of the Company’s and its subsidiaries’ employees and service providers who were employed with the Company or one of its subsidiaries as of August 6, 2025, which the Company estimates will be approximately 1.66 million shares (the “Early Release Shares”), if the closing price of the Company’s Class A common stock on the New York Stock Exchange has exceeded 120% of the IPO price per share for at least five trading days (one of which must be a trading day occurring after the Initial Earnings Release Date) out of any ten consecutive trading day period (the “Early Release Condition”).

The Initial Earnings Release Date occurred on August 5, 2025, and on August 6, 2025, the Early Release Condition was satisfied. Accordingly, pursuant to the Lock-Up Agreements, the Lock-Up Period will terminate with respect to the Early Release Shares, and such shares will become eligible for immediate sale in the public market, at the open of trading on August 19, 2025, the 90th day after May 21, 2025, subject to restrictions under the Securities Act of 1933, as amended, including Rule 144 and Rule 701, and restrictions under the Company’s insider trading policy.

The lock-up restrictions will continue to apply with respect to all remaining shares subject to the Lock-Up Agreements, including the remainder of the shares held by the Company's and its subsidiaries’ employees and service providers that are not Early Release Shares, for the remainder of the Lock-Up Period.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Hinge Health, Inc.
Date:	August 13, 2025	By:	/s/ James Budge
			James Budge, Chief Financial Officer

FAQ

What triggered the early release of shares for Hinge Health (HNGE)?

The early release was triggered after the company publicly announced earnings for its first completed quarter after the IPO (Initial Earnings Release Date on August 5, 2025) and the Early Release Condition was satisfied on August 6, 2025.

How many HNGE shares are eligible for immediate sale after the early release?

The filing states approximately 1.66 million Early Release Shares (representing 25% of eligible securities owned as of March 1, 2025) will become eligible for sale.

When can the Early Release Shares of HNGE be sold?

Those shares will be eligible for public sale at the open of trading on August 19, 2025, the 90th day after May 21, 2025.

Are all insider and employee shares in HNGE now tradable?

No. The filing specifies that only the Early Release Shares are eligible for sale; the lock-up restrictions continue to apply to all remaining shares subject to the Lock-Up Agreements.

Are there legal or policy limits on selling the Early Release Shares?

Yes. Sales are subject to the Securities Act (including Rule 144 and Rule 701) and the company’s insider trading policy, per the filing.