FALSE000167374300016737432026-08-042026-08-04
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): July 29, 2026
________________________________________________________
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:
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 x
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. o
Item 2.02. Results of Operations and Financial Condition.
On August 4, 2026, Hinge Health, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. In the press release, the Company also announced that it would hold a conference call to discuss these financial results on August 4, 2026 at 1:30 p.m. Pacific time (4:30 p.m. Eastern time).
The Company makes reference to non-GAAP financial information in the press release and on the conference call. A reconciliation of these non-GAAP financial measures to their nearest GAAP equivalents is provided in the press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 4, 2026, the Company posted supplemental investor materials on the investor relations section of its website (ir.hingehealth.com). The Company uses its ir.hingehealth.com website as a means of disclosing material non-public information, announcing upcoming investor conferences and complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s investor relations website in addition to the Company's Securities and Exchange Commission ("SEC") filings, press releases, public conference calls and webcasts.
Item 8.01. Other Events.
The Company's Board of Directors (the “Board”) previously approved a share repurchase program with authorization to purchase up to $250 million of its Class A common stock. As of July 29, 2026, the Company had repurchased an aggregate of $196.5 million of its Class A common stock under the repurchase program. On July 29, 2026, the Board approved an increase to the program, resulting in $300.0 million of its Class A common stock available for future repurchase, for a total aggregate amount authorized under the program of $496.5 million as of that date.
Repurchases under the program may be made in the open market, in privately negotiated transactions or by other methods, with the amount, manner, price and timing of repurchases to be determined at the Company’s discretion, depending on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to repurchase any particular dollar amount or number of shares of Class A common stock, has no expiration date, and may be modified, suspended or terminated at any time at the discretion of the Board. The Company expects to fund repurchases with existing cash and cash equivalents and ongoing cash from operations.
The Company announced on August 4, 2026, that it entered into a definitive agreement to acquire Cylinder Health, Inc. (the “Cylinder Acquisition”). The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2026. A copy of the press release announcing the acquisition is furnished as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being furnished herewith:
| | | | | | | | |
Exhibit
Number | | Description |
| 99.1 | | Press Release, dated August 4, 2026, issued by Hinge Health, Inc., related to its financial results |
| 99.2 | | Press Release, dated August 4, 2026, issued by Hinge Health, Inc., related to the Cylinder Acquisition |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” of this Form 8-K, including the accompanying Exhibits 99.1 and 99.2, is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of the Exchange Act, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the expected timing and completion of the Cylinder Acquisition and the amount, timing and sources of funding for the share repurchase program. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to, the possibility that the Cylinder Acquisition may not be completed on the anticipated terms or timing; the failure to satisfy the conditions to the closing of the Cylinder Acquisition; and risks relating to the fact that repurchases of the Company’s Class A common stock may not be conducted in the timeframe or in the manner the Company expects, or at all, and the important factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, to be filed with the SEC on August 6, 2026, and the Company’s other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | | Hinge Health, Inc. |
| | | |
| | | |
| Date: | August 4, 2026 | By: | /s/ James Budge |
| | | James Budge, Chief Financial Officer |
Exhibit 99.1
Hinge Health reports record second quarter 2026 financial results; signs definitive agreement to acquire Cylinder Health
•Signed a definitive agreement to acquire Cylinder Health, Inc., expanding into gastrointestinal care
•Revenue increased 53% year-over-year to $213 million
•Free cash flow of $100 million, up 3x year-over-year
•2026 revenue guidance midpoint raised to $858 million, reflecting 46% year-over-year growth
•Board approved a $300 million increase to the share repurchase program
San Francisco, California – August 4, 2026 – Hinge Health, Inc. (NYSE: HNGE) today announced financial results for the second quarter ended June 30, 2026 and provided a business update.
“We delivered another strong quarter ahead of expectations, generating $213 million in revenue with 53% year-over-year growth, while more than tripling free cash flow from a year ago. This quarter’s outperformance was driven by continued high member conversion and reflects our ability to deliver a great experience, improve member outcomes and lower client costs,” said Daniel Perez, Co-Founder and CEO, Hinge Health. “We also announced the acquisition of Cylinder Health today, marking our entry into gastrointestinal (GI) care. Combined with the strength of our core musculoskeletal care programs and the rapid adoption of our Migraine Care Program, our expansion into GI is another step toward our vision of building a durable, multi-condition platform to automate the delivery of care. Building on this momentum, we're raising our revenue and profitability expectations for the remainder of 2026, and are confident in our trajectory for 2027.”
Second Quarter Financial Highlights:
•Revenue increased 53% year-over-year to $212.8 million compared to revenue of $139.1 million in Q2 2025.
•GAAP gross margin was 86% compared to 70% in Q2 2025. Non-GAAP gross margin was 87% compared to 83% in Q2 2025.
•GAAP income from operations increased to $40.4 million compared to GAAP loss from operations of $580.7 million in Q2 2025, which included $591.0 million in stock-based compensation expense. Non-GAAP income from operations increased 136% to $61.5 million compared to $26.1 million in Q2 2025.
•GAAP operating margin was 19% compared to (417)% in Q2 2025. Non-GAAP operating margin was 29% compared to 19% in Q2 2025.
•GAAP diluted net income per share was $0.52 compared to a GAAP diluted net loss per share of $13.10 in Q2 2025. Non-GAAP diluted net income per share was $0.59 compared to $0.30 in Q2 2025.
•Net cash provided by operating activities increased to $101.4 million compared to $20.2 million in Q2 2025. Free cash flow increased to $99.6 million compared to $32.6 million in Q2 2025.
•Cash, cash equivalents, marketable securities and restricted cash were $475.6 million as of June 30, 2026.
Company Highlights and Key Metrics:
•LTM calculated billings increased 52% year-over-year to $861.8 million as of June 30, 2026, compared to $568.4 million as of June 30, 2025.
•Number of clients increased 24% year-over-year to 2,929 clients as of June 30, 2026, compared to 2,359 clients as of June 30, 2025.
•Signed a definitive agreement to acquire Cylinder Health, Inc., a leader in virtual-first digestive healthcare, for $105 million in cash consideration. The acquisition will combine Cylinder Health’s clinical expertise and existing market footprint with Hinge Health’s AI-powered care model and technology platform to deliver support in a single app with an integrated Gastrointestinal Care Program, expected to launch in 2027. The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2026.
Financial Outlook:
We are providing the following guidance for our third quarter 2026 and full year 2026:
•Q3 2026: We expect revenue to be between $223 million and $225 million, reflecting year-over-year growth of 45% at the midpoint. We expect non-GAAP income from operations to be between $61 million and $63 million, reflecting year-over-year growth of 104% and non-GAAP operating margin of 28% at the midpoint.
•Full Year 2026: We are raising our revenue guidance to be between $856 million and $860 million, reflecting year-over-year growth of 46% at the midpoint. We are raising our non-GAAP income from operations guidance to be between $236 million and $244 million, reflecting year-over-year growth of 101% and non-GAAP operating margin of 28% at the midpoint.
Share Repurchase Program
On November 10, 2025, our board of directors approved a share repurchase program with authorization to purchase up to $250 million of our Class A common stock. As of July 29, 2026, we had repurchased an aggregate of $196.5 million of our Class A common stock under the program. On July 29, 2026, our board of directors approved an increase to the program, resulting in $300.0 million of our Class A common stock available for future repurchase, for a total aggregate amount authorized under the program of $496.5 million as of such date.
Repurchases under the program may be made in the open market, in privately negotiated transactions or by other methods, with the amount, manner, price, and timing of repurchases to be determined at our discretion, depending on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. This program does not obligate us to repurchase any particular dollar amount or number of shares of Class A common stock, has no expiration date, and may be modified, suspended or terminated at any time at the discretion of our board of directors. We expect to fund repurchases with existing cash and cash equivalents and ongoing cash from operations.
Statement Regarding Use of Non-GAAP Financial Measures
This press release uses non-GAAP financial measures, which are not calculated in accordance with generally accepted accounting principles of the United States (GAAP). For more information about these non-GAAP financial measures, including the limitations of such measures, and for a reconciliation of each measure to the most directly comparable measure calculated in accordance with GAAP, please see the “Non-GAAP Financial Measures” section below.
Moreover, we have not reconciled our non-GAAP income from operations and non-GAAP operating margin guidance to GAAP income from operations and GAAP operating margin because we do not and are not able to provide guidance for GAAP income from operations due to the uncertainty and potential variability of stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and adjustments, such as acquisition-related expense, which are reconciling items between non-GAAP and GAAP income from operations and operating margin. Because such items cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measures. However, such items could have a significant impact on our future GAAP income from operations.
Hinge Health Earnings Webcast
We will host a conference call and webcast for investors on August 4, 2026 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss our financial results, business highlights and financial outlook. The live webcast of the conference call can be accessed by registering online at ir.hingehealth.com/events-presentations. Following completion of the event, a webcast replay will also be available at ir.hingehealth.com for 12 months.
About Hinge Health
Hinge Health is focused on scaling and automating the delivery of health care. Leveraging an AI-powered care model, connected hardware and access to expert clinicians, Hinge Health delivers personalized, evidence-based care that improves member outcomes and experiences while reducing costs for clients. The company is headquartered in San Francisco, California.
Available Information
Our investors and others should note that we announce material information to the public about our company, products and services, and other matters related to our company through a variety of means, including filings with the U.S. Securities and Exchange Commission (“SEC”), the investor relations page on our website (ir.hingehealth.com), press releases, public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our obligations under Regulation FD.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding our proposed acquisition of Cylinder Health and the timing and anticipated benefits and synergies associated with the acquisition, statements regarding our expectations regarding our financial position and operating performance, including our outlook and guidance for the third quarter of 2026 and guidance for full year 2026 and our assumptions underlying such guidance; expectations regarding our share repurchase program; our ability to drive future growth and execute on our goals and strategies; and our expectations regarding our product innovation. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including those more fully described in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 3, 2026 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, when filed with the SEC. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligations to update any forward-looking statements, except as required by law.
HINGE HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except par value data)
| | | | | | | | | | | | | | |
| | June 30, 2026 | | December 31, 2025 |
| Assets | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 286,224 | | | $ | 207,995 | |
| Short-term marketable securities | | 103,167 | | | 155,867 | |
Accounts receivable, net of allowance for credit losses of $6,706 and $6,092 as of June 30, 2026 and December 31, 2025, respectively | | 125,432 | | | 66,061 | |
| Deferred commissions | | 43,440 | | | 31,344 | |
| Inventory | | 16,769 | | | 15,636 | |
| Prepaid expenses and other current assets | | 68,321 | | | 57,001 | |
| Total current assets | | 643,353 | | | 533,904 | |
| Long-term marketable securities | | 84,742 | | | 113,172 | |
| Goodwill | | 64,096 | | | 64,096 | |
| Intangible assets, net | | 2,063 | | | 2,512 | |
| Property, equipment and software, net | | 12,745 | | | 10,490 | |
| Operating lease right-of-use assets | | 5,027 | | | 6,861 | |
| Other assets | | 15,372 | | | 13,726 | |
| Total assets | | $ | 827,398 | | | $ | 744,761 | |
| Liabilities, redeemable convertible preferred stock and stockholders’ equity | | | | |
| Current liabilities: | | | | |
| Accounts payable and accrued liabilities | | $ | 60,719 | | | $ | 57,331 | |
| Operating lease liabilities | | 4,254 | | | 4,223 | |
| Deferred revenue | | 416,466 | | | 300,855 | |
| Total current liabilities | | 481,439 | | | 362,409 | |
| Operating lease liabilities, noncurrent | | 1,631 | | | 3,816 | |
| Total liabilities | | 483,070 | | | 366,225 | |
| Redeemable convertible preferred stock: | | | | |
| Redeemable convertible preferred stock; $0.00001 par value | | — | | | 199,874 | |
| Stockholders’ equity: | | | | |
| Class A common stock, $0.00001 par value | | — | | | — | |
| Class B common stock, $0.00001 par value | | — | | | — | |
| Additional paid-in capital | | 1,316,870 | | | 1,229,678 | |
| Accumulated other comprehensive loss | | (364) | | | (20) | |
| Accumulated deficit | | (972,178) | | | (1,050,996) | |
| Total stockholders’ equity | | 344,328 | | | 178,662 | |
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity | | $ | 827,398 | | | $ | 744,761 | |
HINGE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Revenue | | $ | 212,817 | | | $ | 139,098 | | | $ | 395,124 | | | $ | 262,923 | |
| Cost of revenue | | 28,868 | | | 41,335 | | | 56,942 | | | 64,927 | |
| Gross profit | | 183,949 | | | 97,763 | | | 338,182 | | | 197,996 | |
| Operating expenses: | | | | | | | | |
| Research and development | | 34,057 | | | 279,962 | | | 64,395 | | | 303,462 | |
| Sales and marketing | | 81,408 | | | 147,228 | | | 150,210 | | | 193,944 | |
| General and administrative | | 28,044 | | | 251,244 | | | 51,068 | | | 268,125 | |
| Total operating expenses | | 143,509 | | | 678,434 | | | 265,673 | | | 765,531 | |
| Income (loss) from operations | | 40,440 | | | (580,671) | | | 72,509 | | | (567,535) | |
| Other income: | | | | | | | | |
| Other income, net | | 3,990 | | | 4,694 | | | 7,863 | | | 9,695 | |
| Net income (loss) before income taxes | | 44,430 | | | (575,977) | | | 80,372 | | | (557,840) | |
| Provision for (benefit from) income taxes | | 740 | | | (326) | | | 1,554 | | | 672 | |
| Net income (loss) | | $ | 43,690 | | | $ | (575,651) | | | $ | 78,818 | | | $ | (558,512) | |
| Adjustment to reflect deemed contribution from Series D and Series E redeemable convertible preferred stock extinguishment | | — | | | — | | | — | | | 104,174 | |
| Income allocated to participating securities | | (588) | | | — | | | (1,784) | | | — | |
| Net income (loss) attributable to common stockholders, basic | | $ | 43,102 | | | $ | (575,651) | | | $ | 77,034 | | | $ | (454,338) | |
| Net income (loss) attributable to common stockholders, diluted | | $ | 43,133 | | | $ | (575,651) | | | $ | 77,109 | | | $ | (454,338) | |
| Net income (loss) attributable to common stockholders per share: | | | | | | | | |
| Basic | | $ | 0.55 | | | $ | (13.10) | | | $ | 0.98 | | | $ | (15.05) | |
| Diluted | | $ | 0.52 | | | $ | (13.10) | | | $ | 0.94 | | | $ | (15.05) | |
| Weighted average shares used in computing net income (loss) per share attributable to common stockholders: | | | | | | | | |
| Basic | | 78,969 | | | 43,931 | | | 78,795 | | | 30,190 | |
| Diluted | | 83,424 | | | 43,931 | | | 82,344 | | | 30,190 | |
HINGE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Operating activities: | | | | | | | | |
| Net income (loss) | | $ | 43,690 | | | $ | (575,651) | | | $ | 78,818 | | | $ | (558,512) | |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | |
| Depreciation and amortization | | 1,061 | | | 1,343 | | | 2,234 | | | 2,646 | |
| Stock-based compensation | | 19,092 | | | 590,983 | | | 30,784 | | | 590,990 | |
| Amortization of deferred commissions | | 19,085 | | | 10,680 | | | 35,290 | | | 19,870 | |
| Accretion of discounts and amortization of premiums on marketable securities, net | | 569 | | | 277 | | | 704 | | | 326 | |
| Non-cash operating lease expense | | 929 | | | 843 | | | 1,834 | | | 1,688 | |
| Provision for credit losses | | 1,613 | | | 1,894 | | | 1,613 | | | 2,780 | |
| Deferred income taxes | | 13 | | | 90 | | | 13 | | | 96 | |
| Other | | (1) | | | 2 | | | (1) | | | (2) | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Accounts receivable | | (12,124) | | | (25,304) | | | (60,984) | | | (59,584) | |
| Deferred commissions | | (28,476) | | | (17,020) | | | (49,079) | | | (27,650) | |
| Inventory | | (2,602) | | | (1,202) | | | (1,132) | | | (3,114) | |
| Prepaid expenses and other current assets | | (7,730) | | | (14,743) | | | (11,320) | | | (6,609) | |
| Other assets | | 331 | | | (211) | | | (327) | | | (485) | |
| Accounts payable and accrued liabilities | | (8,654) | | | (8,713) | | | 2,592 | | | 6,997 | |
| Operating lease liabilities | | (1,084) | | | (851) | | | (2,154) | | | (1,792) | |
| Deferred revenue | | 75,701 | | | 57,810 | | | 115,611 | | | 57,505 | |
| Net cash provided by operating activities | | 101,413 | | | 20,227 | | | 144,496 | | | 25,150 | |
| Investing activities: | | | | | | | | |
| Purchase of property and equipment | | (123) | | | (197) | | | (206) | | | (248) | |
| Capitalized internal use software | | (1,731) | | | (1,630) | | | (3,178) | | | (2,336) | |
| Purchases of marketable securities | | (30,921) | | | (85,110) | | | (89,877) | | | (175,282) | |
| Maturities of marketable securities | | 61,393 | | | 90,958 | | | 169,960 | | | 164,556 | |
| Acquisition of a business | | — | | | — | | | — | | | (4,000) | |
| Net cash provided by (used in) investing activities | | 28,618 | | | 4,021 | | | 76,699 | | | (17,310) | |
| Financing activities: | | | | | | | | |
| Proceeds from exercise of common stock options | | 270 | | | 159 | | | 680 | | | 256 | |
| Issuance of common stock in connection with the employee stock purchase plan | | 7,276 | | | — | | | 7,276 | | | — | |
| Proceeds from issuance of common stock in initial public offering, net of issuance costs | | — | | | 255,675 | | | — | | | 255,675 | |
| Repurchase and retirement of common stock | | (26,525) | | | — | | | (131,491) | | | — | |
| Tax withholdings on settlement of restricted stock units and performance-based restricted stock units | | (11,499) | | | (272,258) | | | (19,791) | | | (272,258) | |
| Payment on Repurchase Agreement with Coatue | | — | | | (50,000) | | | — | | | (50,000) | |
| Proceeds from repayment of non-recourse loans to employees | | — | | | — | | | — | | | 4,934 | |
| Payments for deferred offering costs | | — | | | (9,134) | | | — | | | (10,061) | |
| Net cash used in financing activities | | (30,478) | | | (75,558) | | | (143,326) | | | (71,454) | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | | 99,553 | | | (51,310) | | | 77,869 | | | (63,614) | |
| Cash, cash equivalents, and restricted cash, beginning of period | | 188,112 | | | 290,282 | | | 209,796 | | | 302,586 | |
| Cash, cash equivalents, and restricted cash, end of period | | $ | 287,665 | | | $ | 238,972 | | | $ | 287,665 | | | $ | 238,972 | |
| Reconciliation of cash, cash equivalents, and restricted cash to the unaudited condensed consolidated balance sheets: | | | | | | | | |
| Cash and cash equivalents | | $ | 286,224 | | | $ | 237,170 | | | $ | 286,224 | | | $ | 237,170 | |
| Restricted cash | | 1,441 | | | 1,802 | | | 1,441 | | 1,802 | |
| Total cash, cash equivalents, and restricted cash | | $ | 287,665 | | | $ | 238,972 | | | $ | 287,665 | | | $ | 238,972 | |
Glossary of Terms
LTM Calculated Billings: We believe calculated billings on a last 12-months basis helps investors better understand our performance for a particular period given the seasonality in our model due to quarterly fluctuations based on the timing of new client launches. We anticipate that this seasonality will continue and therefore focus on LTM calculated billings. Our revenue generally does not reflect this seasonality and these quarterly fluctuations given that we recognize revenue ratably over the term that members have access to our platform. LTM calculated billings are defined as total revenue, plus the change in deferred revenue, less the change in contract assets for a given 12-month period.
Clients: We view this number as an important metric to assess the performance of our business as an increased number of clients drives growth, increases brand awareness, and helps provide scale to our business. Clients are defined as businesses or organizations, which we call entities, that have at least one active agreement with us at the end of a particular period. Entities that procure our platform through our partners are counted as individual clients. We do not count our partners as clients, unless they also separately have at least one active client agreement with us. When a partner has an agreement with us for their fully-insured population, that partner is deemed to be one client, despite there being multiple fully-insured employers within that entity that have access to our platform.
Non-GAAP Financial Measures
In addition to our results prepared in accordance with GAAP, we believe the following non-GAAP financial measures, including non-GAAP gross profit and gross margin, non-GAAP income from operations and operating margin, non-GAAP operating expenses, non-GAAP net income attributable to common stockholders, diluted, non-GAAP net income per share attributable to common stockholders, diluted (which we refer to as "non-GAAP diluted net income per share") and free cash flow and free cash flow margin included in this press release, provide users of our financial information with additional useful information in evaluating our performance and liquidity and allows them to more readily compare our results across periods without the effect of non-cash and other items as detailed below. Additionally, our management and board of directors use our non-GAAP financial measures to evaluate our performance and liquidity, identify trends and make strategic decisions.
There are limitations to the use of the non-GAAP financial measures presented in this press release. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Our non-GAAP financial measures should not be considered in isolation or as alternatives to gross profit, gross margin, income from operations, net income attributable to common stockholders, net income per share attributable to common stockholders, net cash provided by operating activities or any other measure of financial performance calculated and presented in accordance with GAAP.
Non-GAAP Gross Profit and Gross Margin
We define non-GAAP gross profit as gross profit presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, and amortization of intangible assets. We define non-GAAP gross margin as non-GAAP gross profit divided by revenue.
The principal limitation of non-GAAP gross profit and non-GAAP gross margin is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
Non-GAAP Income From Operations and Operating Margin
We define non-GAAP income from operations as income (loss) from operations presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and acquisition-related expenses. We define non-GAAP operating margin as non-GAAP income from operations divided by revenue.
The principal limitation of non-GAAP income from operations and non-GAAP operating margin is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
Non-GAAP Operating Expenses
We define non-GAAP operating expenses as operating expenses presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and acquisition-related expenses.
The principal limitation of non-GAAP research and development expenses, non-GAAP sales and marketing expenses and non-GAAP general and administrative expenses is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
Non-GAAP Net Income Attributable to Common Stockholders, Diluted and Non-GAAP Net Income Per Share Attributable to Common Stockholders, Diluted
We define non-GAAP net income attributable to common stockholders, diluted and non-GAAP net income per share attributable to common stockholders, diluted (which we refer to as “non-GAAP diluted net income per share”) as GAAP net income attributable to common stockholders and GAAP net income per share attributable to common stockholders, diluted, respectively, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation, employer payroll taxes related to stock-based compensation, amortization of intangible assets, acquisition-related expenses and the income tax effects related to non-GAAP adjustments.
Free Cash Flow and Free Cash Flow Margin
We define free cash flow as net cash provided by operating activities plus cash used for employer payroll taxes at IPO related to stock-based compensation less purchases of property, equipment and software (including capitalized internal-use software). We believe that free cash flow is a helpful indicator of liquidity that provides information to management and investors about the amount of cash generated or used by our operations that, after taking into account the employer payroll taxes paid as part of the vesting of shares at IPO as well as investments in property, equipment and software (including capitalized internal-use software), can be used for strategic initiatives, including investing in our business and strengthening our financial position. The principal limitation of free cash flow is that it does not represent the total increase or decrease in our cash balance for a given period. We define free cash flow margin as free cash flow divided by revenue.
We adjust the following items from one or more of our non-GAAP financial measures:
Stock-based compensation expense. We exclude stock-based compensation expense, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding our operating performance.
Employer payroll tax expense related to stock-based compensation. We exclude expenses for employer payroll taxes related to stock-based compensation from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, this expense is tied to the exercise, vesting or sale of underlying equity awards and the price of our common stock at the time of exercise, vesting or sale which may vary from period to period independent of the operating performance of our business.
Amortization of intangible assets. We exclude amortization of intangible assets, which is a non-cash expense, from certain of our non-GAAP financial measures. Our expenses for amortization of intangible assets are inconsistent in amount and frequency because they are significantly affected by the timing, size of acquisitions and the inherent subjective nature of purchase price allocations. We exclude these amortization expenses because we do not believe these expenses have a direct correlation to the operating performance of our business.
Acquisition-related expenses. We exclude certain charges that are attributable to acquiring businesses. We exclude these charges because we do not believe these charges have a direct correlation to the operating performance of our business.
Income tax effect of non-GAAP adjustments. We exclude the valuation allowance that is attributable to our non-GAAP income beginning in 2025. For the three and six months ended June 30, 2026 we used a forecasted annual tax rate of 24% and for the three and six months ended June 30, 2025 we used an annual tax rate of 20%. These tax rates reflect current available information, as well as other factors and assumptions. We will periodically re-evaluate this tax rate, as necessary, for significant events, relevant tax law changes, material changes in the forecasted geographic earnings mix, and any significant transactions.
HINGE HEALTH, INC.
(unaudited)
(in thousands, except percentages)
Reconciliation of GAAP to Non-GAAP Financial Measures:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP gross profit | | $ | 183,949 | | | $ | 97,763 | | | $ | 338,182 | | | $ | 197,996 | |
| GAAP gross margin | | 86 | % | | 70 | % | | 86 | % | | 75 | % |
| Non-GAAP adjustments: | | | | | | | | |
Stock-based compensation expense (1) | | 1,128 | | | 16,441 | | | 1,965 | | | 16,441 | |
| Employer payroll tax expense related to stock-based compensation | | 45 | | | 893 | | | 150 | | | 893 | |
| Amortization of intangible assets | | 224 | | | 225 | | | 449 | | | 406 | |
| Non-GAAP gross profit | | $ | 185,346 | | | $ | 115,322 | | | $ | 340,746 | | | $ | 215,736 | |
| Non-GAAP gross margin | | 87 | % | | 83 | % | | 86 | % | | 82 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP income (loss) from operations | | $ | 40,440 | | | $ | (580,671) | | | $ | 72,509 | | | $ | (567,535) | |
| GAAP operating margin | | 19 | % | | (417) | % | | 19 | % | | (216) | % |
| Non-GAAP adjustments: | | | | | | | | |
Stock-based compensation expense (1) | | 19,092 | | | 590,983 | | | 30,784 | | | 590,990 | |
| Employer payroll tax expense related to stock-based compensation | | 1,316 | | | 14,227 | | | 2,800 | | | 14,227 | |
| Amortization of intangible assets | | 224 | | | 225 | | | 449 | | | 406 | |
| Acquisition-related expenses | | 440 | | | 1,337 | | | 1,134 | | | 2,968 | |
| Non-GAAP income from operations | | $ | 61,512 | | | $ | 26,101 | | | $ | 107,676 | | | $ | 41,056 | |
| Non-GAAP operating margin | | 29 | % | | 19 | % | | 27 | % | | 16 | % |
(1)Stock-based compensation expense:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Cost of revenue | | $ | 1,128 | | | $ | 16,441 | | | $ | 1,965 | | | $ | 16,441 | |
| Research and development | | 7,118 | | | 248,809 | | | 10,551 | | | 248,809 | |
| Sales and marketing | | 5,965 | | | 95,050 | | | 9,969 | | | 95,050 | |
| General and administrative | | 4,881 | | | 230,683 | | | 8,299 | | | 230,690 | |
| Total stock-based compensation expense | | $ | 19,092 | | | $ | 590,983 | | | $ | 30,784 | | | $ | 590,990 | |
HINGE HEALTH, INC.
(unaudited)
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP net income (loss) attributable to common stockholders, diluted | | $ | 43,133 | | | $ | (575,651) | | | $ | 77,109 | | | $ | (454,338) | |
| Non-GAAP adjustments: | | | | | | | | |
Stock-based compensation expense (1) | | 19,092 | | | 590,983 | | | 30,784 | | | 590,990 | |
| Employer payroll tax expense related to stock-based compensation | | 1,316 | | | 14,227 | | | 2,800 | | | 14,227 | |
| Amortization of intangible assets | | 224 | | | 225 | | | 449 | | | 406 | |
| Acquisition-related expenses | | 440 | | | 1,337 | | | 1,134 | | | 2,968 | |
| Income tax effect of non-GAAP adjustments | | (14,980) | | | (6,484) | | | (26,176) | | | (9,477) | |
| Other dilutive | | (78) | | | (8,568) | | | (195) | | | (69,427) | |
| Non-GAAP net income attributable to common stockholders, diluted | | $ | 49,147 | | | $ | 16,069 | | | $ | 85,905 | | | $ | 75,349 | |
| | | | | | | | |
| Non-GAAP net income attributable to common stockholders per share, diluted | | $ | 0.59 | | | $ | 0.30 | | | $ | 1.04 | | | $ | 1.80 | |
| | | | | | | | |
| Weighted average shares used in computing non-GAAP net income per share attributable to common stockholders, diluted | | 83,424 | | | 52,735 | | | 82,344 | | | 41,908 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP net income (loss) per share attributable to common stockholders, diluted | | $ | 0.52 | | | $ | (13.10) | | | $ | 0.94 | | | $ | (15.05) | |
| Non-GAAP adjustments: | | | | | | | | |
Stock-based compensation expense (1) | | 0.22 | | | 11.21 | | | 0.37 | | | 14.10 | |
| Employer payroll tax expense related to stock-based compensation | | 0.02 | | | 0.27 | | | 0.03 | | | 0.34 | |
| Amortization of intangible assets | | — | | | — | | | 0.01 | | | 0.01 | |
| Acquisition-related expenses | | 0.01 | | | 0.03 | | | 0.01 | | | 0.07 | |
| Income tax effect of non-GAAP adjustments | | (0.18) | | | (0.12) | | | (0.32) | | | (0.23) | |
| Other dilutive | | — | | | 2.01 | | | — | | | 2.56 | |
Non-GAAP net income per share attributable to common stockholders, diluted (2) | | $ | 0.59 | | | $ | 0.30 | | | $ | 1.04 | | | $ | 1.80 | |
(1)For details on stock-based compensation expense, see above.
(2)Some columns may not add due to rounding.
HINGE HEALTH, INC.
(unaudited)
(in thousands, except percentages)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP research and development | | $ | 34,057 | | | $ | 279,962 | | | $ | 64,395 | | | $ | 303,462 | |
| GAAP research and development as a percentage of revenue | | 16 | % | | 201 | % | | 16 | % | | 115 | % |
| Non-GAAP adjustments: | | | | | | | | |
Stock-based compensation expense (1) | | (7,118) | | | (248,809) | | | (10,551) | | | (248,809) | |
| Employer payroll tax expense related to stock-based compensation | | (591) | | | (7,020) | | | (1,263) | | | (7,020) | |
| Acquisition-related expenses | | (440) | | | (1,358) | | | (1,134) | | | (2,816) | |
| Non-GAAP research and development | | $ | 25,908 | | | $ | 22,775 | | | $ | 51,447 | | | $ | 44,817 | |
| Non-GAAP research and development as a percentage of revenue | | 12 | % | | 16 | % | | 13 | % | | 17 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP sales and marketing | | $ | 81,408 | | | $ | 147,228 | | | $ | 150,210 | | | $ | 193,944 | |
| GAAP sales and marketing as a percentage of revenue | | 38 | % | | 106 | % | | 38 | % | | 74 | % |
| Non-GAAP adjustments: | | | | | | | | |
Stock-based compensation expense (1) | | (5,965) | | | (95,050) | | | (9,969) | | | (95,050) | |
| Employer payroll tax expense related to stock-based compensation | | (372) | | | (2,630) | | | (781) | | | (2,630) | |
| Non-GAAP sales and marketing | | $ | 75,071 | | | $ | 49,548 | | | $ | 139,460 | | | $ | 96,264 | |
| Non-GAAP sales and marketing as a percentage of revenue | | 35 | % | | 36 | % | | 35 | % | | 37 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP general and administrative | | $ | 28,044 | | | $ | 251,244 | | | $ | 51,068 | | | $ | 268,125 | |
| GAAP general and administrative as a percentage of revenue | | 13 | % | | 180 | % | | 13 | % | | 102 | % |
| Non-GAAP adjustments: | | | | | | | | |
Stock-based compensation expense (1) | | (4,881) | | | (230,683) | | | (8,299) | | | (230,690) | |
| Employer payroll tax expense related to stock-based compensation | | (308) | | | (3,684) | | | (606) | | | (3,684) | |
| Acquisition-related expenses | | — | | | 21 | | | — | | | (152) | |
| Non-GAAP general and administrative | | $ | 22,855 | | | $ | 16,898 | | | $ | 42,163 | | | $ | 33,599 | |
| Non-GAAP general and administrative as a percentage of revenue | | 11 | % | | 12 | % | | 11 | % | | 13 | % |
(1)For details on stock-based compensation expense, see above.
HINGE HEALTH, INC.
(unaudited)
(in thousands, except percentages)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Net cash provided by operating activities | | $ | 101,413 | | | $ | 20,227 | | | $ | 144,496 | | | $ | 25,150 | |
| Operating cash flow margin | | 48 | % | | 15 | % | | 37 | % | | 10 | % |
| Adjustment for employer taxes related to pre-IPO stock-based compensation | | — | | | 14,227 | | | — | | | 14,227 | |
| Less purchases of property, equipment and software (including capitalized internal use software) | | (1,854) | | | (1,827) | | | (3,384) | | | (2,584) | |
| Free cash flow | | $ | 99,559 | | | $ | 32,627 | | | $ | 141,112 | | | $ | 36,793 | |
| Free cash flow margin | | 47 | % | | 23 | % | | 36 | % | | 14 | % |
| Net cash provided by (used in) investing activities | | $ | 28,618 | | | $ | 4,021 | | | $ | 76,699 | | | $ | (17,310) | |
| Net cash used in financing activities | | $ | (30,478) | | | $ | (75,558) | | | $ | (143,326) | | | $ | (71,454) | |
Investor Relations Contact:
ir@hingehealth.com
Media Contact:
media@hingehealth.com
Exhibit 99.2
Hinge Health to acquire Cylinder Health, expanding into gastrointestinal care
The acquisition accelerates Hinge Health’s entry into one of healthcare’s largest underserved categories, with an integrated Gastrointestinal Care Program expected to launch in 2027.
San Francisco, CA - August 4, 2026 - Hinge Health, Inc. (NYSE: HNGE) today announced that it has signed a definitive agreement to acquire Cylinder Health, Inc, a leader in virtual-first digestive healthcare, for $105 million in cash consideration. With this acquisition, Hinge Health intends to launch an integrated Gastrointestinal (GI) Care Program to complement its existing Musculoskeletal (MSK) and Migraine Care Programs.
GI conditions affect roughly one in four U.S. adults and drive $135 billion in annual medical spend, yet care remains fragmented and difficult to access. Symptoms can be ongoing and disruptive, and 69% of U.S. counties lack a gastroenterologist. As a result, people often cycle through primary and urgent care visits without a clear treatment plan.
“We’re entering GI care because of member and client demand,” said Daniel Perez, Co-Founder and CEO of Hinge Health. “Many people we already serve for back, joint, pelvic, and migraine care also have chronic digestive conditions. After spending time with Terry Boch and the Cylinder team, it’s clear that Cylinder gives us a running start in a category with significant unmet need.”
With nearly 100 clients across two million lives, partnerships with two of the three largest PBMs, and three of the top five health plans by self-insured market share, Cylinder has already treated over 150,000 people with a clinically-validated ROI. The acquisition will combine Cylinder’s clinical expertise and existing market footprint with Hinge Health’s AI-powered care model and technology platform to deliver support in a single app expected to launch in 2027.
“GI care is a growing need across our member population,” said Jessica Palacios, Associate Director, System Benefits Administration at The Texas A&M University System. “Our members engage with Hinge Health across multiple condition areas, so adding GI care within that same experience is a natural extension of a partnership that is already working and that our members trust.”
“GI conditions are highly comorbid with the conditions Hinge Health treats, sharing gut-brain and central-sensitization mechanisms,” said Hau Liu, MD, Chief Medical Officer of Cylinder Health. “This makes GI a strong fit for Hinge Health's technology-driven care model, and we look forward to delivering unified care to our combined members.”
The acquisition is subject to customary closing conditions. It is expected to close in the third quarter of 2026.
About Hinge Health
Hinge Health’s vision is to scale and automate the delivery of health care. Leveraging an AI-powered care model, connected hardware and access to expert clinicians, Hinge Health delivers personalized, evidence-based care that improves member outcomes and experiences while reducing costs for clients. The company is headquartered in San Francisco, California.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding demand for gastrointestinal care, financial benefits of Cylinder Health, the anticipated benefits and synergies associated with the Cylinder Health acquisition, Hinge Health’s future plans and expectations and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: the potential failure of closing conditions necessary to close the acquisition on the terms expected, in a timely manner, or at all; Hinge Health’s ability to successfully integrate Cylinder Health’s operations to achieve expected benefits and synergies; Hinge Health’s ability to implement its plans, forecasts and other expectations with respect to Cylinder Health’s business after the completion of the transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships, risks related to diverting management’s attention from Hinge Health’s ongoing business operations; and unexpected transaction costs, unknown liabilities, the risk of litigation or regulatory actions related to the proposed transaction. Actual results may differ materially from those projected due to risks and uncertainties described above and in Hinge Health's filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Hinge Health disclaims any obligation to update forward-looking statements, except as required by law.
Media Contact:
media@hingehealth.com
