Hinge Health (HNGE) CFO reports 8,213-share exempt tax withholding event

Rhea-AI Filing Summary

Hinge Health, Inc.'s Chief Financial Officer reported a routine share disposition related to tax withholding on equity compensation. On 12/01/2025, the reporting person disposed of 8,213 shares of Class A common stock at $48.91 per share in an exempt transaction. After this transaction, the officer beneficially owned 471,665 shares directly.

The company explains that the shares were withheld and cancelled by the issuer to cover federal and state tax obligations arising from the vesting of restricted stock units, as permitted under Section 16b-3(e). This reflects standard administrative handling of equity awards rather than an open-market sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Budge James

(Last) (First) (Middle)

C/O HINGE HEALTH, INC.

455 MARKET STREET, SUITE 700

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hinge Health, Inc. [ HNGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/01/2025		F(1)		8,213	D	$48.91	471,665	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units.

	/s/ James Budge	12/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Hinge Health (HNGE) report on this Form 4?

The Form 4 reports that the Chief Financial Officer disposed of 8,213 shares of Hinge Health Class A common stock on 12/01/2025 in an exempt transaction.

Why were 8,213 Hinge Health (HNGE) shares disposed of by the CFO?

The filing states the transaction was an exempt event under Section 16b-3(e), where shares were relinquished and cancelled in exchange for the issuer paying the officer’s federal and state tax withholding obligations from restricted stock unit vesting.

What was the price used for the Hinge Health (HNGE) insider share disposition?

The reported price for the 8,213 Class A common shares involved in the transaction was $48.91 per share.

How many Hinge Health (HNGE) shares does the CFO own after this Form 4 transaction?

Following the reported transaction, the Chief Financial Officer beneficially owned 471,665 shares of Hinge Health Class A common stock directly.

Was the Hinge Health (HNGE) Form 4 transaction an open-market sale?

No. The explanation states that all disposed shares were relinquished and cancelled by the issuer to satisfy tax withholding obligations tied to restricted stock unit vesting, rather than sold on the open market.

What rule exempts this Hinge Health (HNGE) insider transaction?

The transaction is described as an exempt transaction under Section 16b-3(e), which covers payment of exercise price or tax liabilities by delivering or withholding securities issued in accordance with Rule 16b-3.