Hinge Health (HNGE) chair converts and sells 50,000 shares in 10b5-1 plan
Rhea-AI Filing Summary
Hinge Health, Inc. executive chairman and co‑founder Gabriel M.I. Mecklenburg reported an exercise‑and‑sell style transaction involving the company’s dual‑class shares. 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.
The weighted average sale price was about $65.53 per share, with individual trades ranging from $65.00 to $65.92, executed under a pre‑arranged Rule 10b5‑1 trading plan adopted on December 1, 2025. Following the sales, he reported no directly held Class A shares, while continuing to hold substantial Class B interests directly and indirectly through a family trust and a GRAT, each convertible one‑for‑one into Class A shares. The filing also notes 944,250 performance stock units held by the reporting person are excluded from these share counts.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and Sale: 50,000 shares ($3.28M approx. pre-tax spread)
Exercise and Sale
6 txns
Insider
Mecklenburg Gabriel M.I.
Role
Director
Sold
50,000 shs ($3.28M)
Approx. gross sale proceeds
$3.28M
Approx. exercise cost
$0.00
Approx. pre-tax spread
$3.28M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 50,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 50,000 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 49,470 | $65.5319 | $3.24M |
| Sale | Class A Common Stock | 530 | $66.00 | $35K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,727,341 shares (Direct);
Class A Common Stock — 0 shares (Direct);
Class B Common Stock — 857,880 shares (Indirect, By GRAT);
Class B Common Stock — 383,592 shares (Indirect, By Family Trust)
Footnotes (4)
- F1. 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.
- F2. Represents the weighted average sale price. The lowest price at which shares were sold was $65.00 and the highest price at which shares were sold was $65.92. 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.
- F3. 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.
- F4. Excludes 944,250 performance stock units held by the Reporting Person.
Key Figures
Shares sold: 50,000 shares
Weighted average sale price: $65.5319 per share
Direct Class B holdings: 1,727,341 shares
+5 more
8 metrics
Shares sold
50,000 shares
Class A common stock sold in open market
Weighted average sale price
$65.5319 per share
Class A sales range $65.00–$65.92
Direct Class B holdings
1,727,341 shares
Class B common stock after conversion
Family trust underlying shares
383,592 shares
Underlying Class A via Class B, indirect
GRAT underlying shares
857,880 shares
Underlying Class A via Class B, indirect
Performance stock units
944,250 units
Excluded from reported share totals
Trading plan adoption date
December 1, 2025
Rule 10b5-1 plan governing the sales
Conversion ratio
1:1
Each Class B converts into one Class A share
Key Terms
Rule 10b5-1 trading plan, performance stock units, Class B Common Stock, Class A Common Stock, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"
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.
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.
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 at any time"
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.
Class A Common Stock financial
"Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
GRAT financial
"nature_of_ownership": "By GRAT""
FAQ
What insider transaction did HNGE executive Gabriel Mecklenburg report?
Gabriel M.I. Mecklenburg reported converting 50,000 Class B shares into Class A, then selling 50,000 Class A shares. The transactions were open‑market sales and a derivative conversion, reflecting an exercise‑and‑sell pattern rather than a new open‑market purchase.
Was the HNGE insider sale made under a Rule 10b5-1 trading plan?
Yes. The filing states the sales were effected under a Rule 10b5‑1 trading plan adopted on December 1, 2025. Such plans pre‑schedule trades, indicating these sales were part of a pre‑arranged program rather than discretionary market‑timed selling.
What Hinge Health Class B holdings does Gabriel Mecklenburg retain after this Form 4?
After the reported transactions, he shows direct ownership of 1,727,341 Class B shares and indirect positions referencing 383,592 and 857,880 underlying Class A shares. Each Class B share is convertible one‑for‑one into Class A common stock under the issuer’s amended charter.
Does the HNGE Form 4 mention any performance stock units for the insider?
Yes. A footnote notes 944,250 performance stock units held by the reporting person are excluded from the reported share totals. These units represent additional potential equity awards separate from his Class A and Class B common stock holdings and conversions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
