Hinge Health (HNGE) chair converts 944,250 PSUs, surrenders 509,423 shares for taxes
Rhea-AI Filing Summary
Hinge Health, Inc. director and Exec. Chairman & Co-Founder Gabriel M.I. Mecklenburg settled 944,250 performance-based restricted stock units (PSUs) into an equal number of shares of Class B Common Stock on August 4, 2026, after the PSUs vested upon certified performance achievement on July 27, 2026. To satisfy federal and state tax withholding obligations from this vesting, 509,423 Class B shares were relinquished and cancelled in exchange for the issuer covering those taxes, at a reference price of $77.65 per share, rather than being sold in the market. He retains indirect exposure to Class B Common Stock convertible 1:1 into Class A through entities holding 857,880 and 383,592 underlying shares via a GRAT and a family trust, respectively.
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Insights
Analyzing...
Insider Trade Summary
1,888,500 shares exercised/converted
Exercise
5 txns
Insider
Mecklenburg Gabriel M.I.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-based Restricted Stock Units F1, F2, F3 | 944,250 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F4 | 944,250 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class B Common Stock F4, F5 | 509,423 | $77.65 | $39.56M |
| holding | Class B Common Stock F4 | -- | -- | -- |
| holding | Class B Common Stock F4 | -- | -- | -- |
Holdings After Transaction:
Performance-based Restricted Stock Units — 0 shares (Direct);
Class B Common Stock — 2,078,834 shares (Direct);
Class B Common Stock — 857,880 shares (Indirect, By GRAT);
Class B Common Stock — 383,592 shares (Indirect, By Family Trust)
Footnotes (5)
- F1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.
- F2. The PSUs were earned and became vested upon the achievement of performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors on July 27, 2026. Settlement of the PSUs was deferred until August 4, 2026.
- F3. PSUs do not expire; they either vest or are cancelled prior to vesting date.
- F4. Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.
- F5. 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.
Key Figures
PSUs settled: 944,250 units
Shares relinquished for taxes: 509,423 shares
Tax reference price: $77.65 per share
+2 more
5 metrics
PSUs settled
944,250 units
Performance-based restricted stock units settled into Class B Common Stock on August 4, 2026
Shares relinquished for taxes
509,423 shares
Class B Common Stock relinquished and cancelled to cover tax withholding from PSU vesting
Tax reference price
$77.65 per share
Price per share used for tax-withholding disposition of 509,423 Class B shares
Indirect holdings via GRAT
857,880 shares
Underlying Class A shares associated with Class B Common Stock held indirectly by GRAT
Indirect holdings via family trust
383,592 shares
Underlying Class A shares associated with Class B Common Stock held indirectly by family trust
Key Terms
Performance-based Restricted Stock Units, Section 16b-3(e), Grantor Retained Annuity Trust (GRAT), tax withholding obligations, +1 more
5 terms
Performance-based Restricted Stock Units financial
"Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability"
Grantor Retained Annuity Trust (GRAT) financial
"total_shares_following_transaction"... "nature_of_ownership": "By GRAT""
tax withholding obligations financial
"exchange for the Issuer's agreement to pay federal and state tax withholding obligations"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider equity event did HNGE’s Gabriel Mecklenburg report?
Gabriel M.I. Mecklenburg reported the settlement of 944,250 performance-based restricted stock units (PSUs) into Class B Common Stock, followed by the relinquishment and cancellation of 509,423 of those shares to cover tax withholding, while retaining substantial indirect holdings through trust structures.
Were HNGE’s reported insider transactions made under a Rule 10b5-1 plan?
These transactions were not reported as being made under a Rule 10b5-1 trading plan. The Rule 10b5-1 checkbox for the reporting person was left unchecked, and the footnotes instead describe tax-withholding treatment under Section 16b-3(e) for the vested equity awards.
What are performance-based restricted stock units (PSUs) in HNGE’s equity awards?
For Hinge Health, each performance-based restricted stock unit (PSU) represents a contingent right to receive one share of Class B Common Stock upon settlement, vesting only when specified performance criteria are achieved and certified, after which the units are either fully vested or cancelled.