STOCK TITAN

Hinge Health (HNGE) chair converts and sells 50K Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hinge Health, Inc. executive chairman and co-founder Gabriel M.I. Mecklenburg reported converting and selling shares of the company’s stock. On May 6, 2026, he converted 50,000 shares of Class B Common Stock into Class A Common Stock and then sold 50,000 Class A shares in open-market transactions at a weighted average price of $55.0087 per share, with individual prices ranging from $55.00 to $55.05. The sales were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on December 1, 2025. After these transactions, he reported no directly held Class A shares, while continuing to hold Class B shares indirectly through a family trust and a Grantor Retained Annuity Trust that are convertible into Class A stock.

Positive

  • None.

Negative

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Insights

Mecklenburg converts and sells 50,000 Hinge Health shares under a pre-set trading plan.

Gabriel M.I. Mecklenburg converted 50,000 Class B Common shares into Class A Common Stock and sold the same 50,000 Class A shares at a weighted average of $55.0087 on May 6, 2026. This sequence is typical of a derivative conversion followed by a liquidity event.

The filing states the sale occurred under a Rule 10b5-1 trading plan adopted on December 1, 2025, indicating the trades were pre-scheduled rather than opportunistic. After the sale, he reported no directly held Class A shares but retained indirect Class B holdings convertible into Class A through a family trust and a GRAT.

From an investor perspective, the net effect is a 50,000-share reduction in his direct Class A position while maintaining substantial indirect exposure via Class B shares. The informational weight is moderated by the pre-planned nature of the trades disclosed in the Rule 10b5-1 footnote.

Insider Mecklenburg Gabriel M.I.
Role null
Sold 50,000 shs ($2.75M)
Type Security Shares Price Value
Conversion Class B Common Stock 50,000 $0.00 --
Conversion Class A Common Stock 50,000 $0.00 --
Sale Class A Common Stock 50,000 $55.0087 $2.75M
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 1,944,008 shares (Direct, null); Class A Common Stock — 50,000 shares (Direct, null); Class B Common Stock — 857,880 shares (Indirect, By GRAT)
Footnotes (1)
  1. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 1, 2025. Represents the weighted average sale price. The lowest price at which shares were sold was $55.00 and the highest price at which shares were sold was $55.05. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein. 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. Excludes 944,250 performance stock units held by the Reporting Person. Reflects the transfer of 234,239 shares of Class B Common Stock to the Reporting Person from a Grantor Retained Annuity Trust for the benefit of the Reporting Person effective May 6, 2026.
Shares sold 50,000 shares Class A Common Stock sold on May 6, 2026
Weighted average sale price $55.0087 per share Class A sale price range $55.00–$55.05
Converted shares 50,000 shares Class B converted into Class A on May 6, 2026
Indirect holdings via family trust 383,592 underlying shares Class B convertible into Class A, indirect ownership
Indirect holdings via GRAT 857,880 underlying shares Class B convertible into Class A, indirect ownership
Excluded performance stock units 944,250 units Performance stock units held but excluded from share totals
Rule 10b5-1 trading plan financial
"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Grantor Retained Annuity Trust financial
"By GRAT and Reflects the transfer of 234,239 shares of Class B Common Stock to the Reporting Person from a Grantor Retained Annuity Trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
performance stock units financial
"Excludes 944,250 performance stock units held by the Reporting Person"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
derivative conversion financial
"transaction_action": "derivative conversion""
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
Mecklenburg Gabriel M.I.

(Last)(First)(Middle)
C/O HINGE HEALTH, INC.
455 MARKET STREET, SUITE 700

(Street)
SAN FRANCISCO CALIFORNIA 94105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Hinge Health, Inc. [ HNGE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)XOther (specify below)
Exec. Chairman & Co-Founder
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/06/2026C50,000A$050,000D
Class A Common Stock05/06/2026S(1)50,000D$55.0087(2)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(3)05/06/2026C50,000 (3) (3)Class A Common Stock50,000$01,944,008(4)(5)D
Class B Common Stock(3) (3) (3)Class A Common Stock857,880857,880(5)IBy GRAT
Class B Common Stock(3) (3) (3)Class A Common Stock383,592383,592IBy Family Trust
Explanation of Responses:
1. The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 1, 2025.
2. Represents the weighted average sale price. The lowest price at which shares were sold was $55.00 and the highest price at which shares were sold was $55.05. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
3. 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.
4. Excludes 944,250 performance stock units held by the Reporting Person.
5. Reflects the transfer of 234,239 shares of Class B Common Stock to the Reporting Person from a Grantor Retained Annuity Trust for the benefit of the Reporting Person effective May 6, 2026.
/s/ James Budge, Attorney-in-Fact05/08/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Hinge Health (HNGE) report for Gabriel Mecklenburg?

Gabriel M.I. Mecklenburg converted and sold shares on May 6, 2026. He converted 50,000 Class B Common shares into Class A Common Stock, then sold 50,000 Class A shares in open-market trades at a weighted average price of $55.0087 per share.

At what price did Gabriel Mecklenburg sell Hinge Health (HNGE) shares?

He sold 50,000 Class A Common shares at a weighted average price of $55.0087 per share. According to the filing, individual sale prices ranged from $55.00 to $55.05, reflecting multiple trades within that narrow price band.

Was Gabriel Mecklenburg’s Hinge Health (HNGE) share sale under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by Gabriel Mecklenburg on December 1, 2025. Such plans pre-schedule trades, indicating these transactions were arranged in advance rather than timed discretionarily.

How many Hinge Health (HNGE) shares does Gabriel Mecklenburg hold indirectly after this filing?

He reports indirect holdings of Class B Common Stock convertible into Class A shares. These include 383,592 underlying Class A shares via a family trust and 857,880 underlying Class A shares via a Grantor Retained Annuity Trust, both at a conversion rate of one-for-one.

What does the Form 4 say about Gabriel Mecklenburg’s remaining direct Class A holdings in Hinge Health (HNGE)?

After the reported transactions, the Form 4 shows 0 directly held Class A Common shares. His economic exposure continues through indirect holdings of Class B Common Stock, which is convertible into Class A Common Stock as described in the company’s charter.

Does the Form 4 mention any additional Hinge Health (HNGE) equity awards for Gabriel Mecklenburg?

Yes. A footnote states that the reported figures exclude 944,250 performance stock units held by Gabriel Mecklenburg. These units represent separate equity-based compensation and are not part of the shares converted or sold in the reported transactions.