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HNGE director and 10% owner reports 4.1M-share conversion, sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Hinge Health, Inc. insider Bessemer entities reported major share moves. On November 18, 2025, Bessemer Venture Partners X L.P. and Bessemer Venture Partners X Institutional L.P. converted a total of 4,108,707 shares of Class B Common Stock into 4,108,707 shares of Class A Common Stock under terms described in the company’s charter. On the same date, they sold 725,000 shares of Class A Common Stock at a price of $40.05 per share.

After these transactions, the Bessemer funds reported indirect beneficial ownership of 3,383,707 shares of Class A Common Stock, consisting of 1,745,316 shares held by BVP X and 1,638,391 shares held by BVP X Inst. The reporting entities are described as director-level affiliates and 10% owners of Hinge Health, reflecting significant ongoing ownership even after the sale.

Positive

  • None.

Negative

  • None.

Insights

Large venture holder converted Class B to Class A and sold part of its stake, while retaining a significant indirect position.

The filing shows the Bessemer funds converting a total of 4,108,707 shares of Class B Common Stock into the same number of Class A Common Stock on 11/18/2025. This reduced their derivative position in Class B to zero and increased their Class A holdings to 4,108,707 shares before any sale. Class B was convertible into Class A based on conditions defined in the company’s charter, so this is a structural change in how their ownership is represented, not an increase in total economic interest.

On the same date, the Bessemer funds executed open market sales totaling 725,000 Class A shares at a price of $40.05 per share. After these sales, they report indirect beneficial ownership of 3,383,707 Class A shares, split between the two funds as described in the footnotes. Control of these securities is reported through a chain of entities (the Bessemer entities and Deer X & Co. entities), which clarifies who may be deemed to share beneficial ownership for reporting purposes.

This combination of conversion and partial sale by a reporting person classified as a Director and potential 10% owner signals a change in the form and size of a significant holder’s position. The key concrete items to track from this disclosure are the remaining 3,383,707 Class A shares held indirectly after 11/18/2025 and any future Form 4 filings that show additional sales or further changes in this large holder’s stake.

Insider Bessemer Venture Partners X L.P., Bessemer Venture Partners X Institutional L.P., Deer X & Co. L.P., Deer X & Co. Ltd.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 725,000 shs ($29.04M)
Type Security Shares Price Value
Conversion Class B Common Stock 4,108,707 $0.00 --
Conversion Class A Common Stock 4,108,707 $0.00 --
Sale Class A Common Stock 725,000 $40.05 $29.04M
Holdings After Transaction: Class B Common Stock — 0 shares (Indirect, See footnote); Class A Common Stock — 4,108,707 shares (Indirect, See footnote)
Footnotes (1)
  1. On November 18, 2025, Bessemer Venture Partners X L.P. ("BVP X") and Bessemer Venture Partners X Institutional L.P. ("BVP X Inst") (together with BVP X, the "Bessemer Funds") converted 2,119,271 and 1,989,436 shares of Class B Common Stock of the Issuer, respectively, into 2,119,271 and 1,989,436 shares of Class A Common Stock of the issuer, respectively. The Class B Common Stock was convertible into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation. BVP X sold 373,955 shares of Class A Common Stock of the Issuer, and BVP X Inst. sold 351,045 shares of Class A Common Stock of the Issuer. Deer X & Co. Ltd. is the general partner of Deer X & Co. L.P., which is the general partner of each of Bessemer Venture Partners X L.P. ("Bessemer X") and Bessemer Venture Partners X Institutional L.P. ("Bessemer X International," and together with Bessemer X, the "Bessemer Entities"). As a result, each of Deer X & Co. Ltd. and Deer X & Co. L.P. may be deemed to share beneficial ownership of the securities held by the Bessemer Entities. Consists of (i) 1,745,316 shares held by BVP X and (ii) 1,638,391 shares held by BVP X Inst.
Form 4 Insider Transactions: What Each Field Means →
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
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).
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*
Bessemer Venture Partners X L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
(Street)
LARCHMONT NY 10538
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/18/2025 C 4,108,707 A (1) 4,108,707 I See footnote(1)(3)
Class A Common Stock 11/18/2025 S 725,000(2) D $40.05 3,383,707 I See footnote(3)(4)
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
Class B Common Stock (1) 11/18/2025 C 4,108,707 (1) (1) Class A Common Stock 4,108,707 (1) 0 I See footnote(3)
1. Name and Address of Reporting Person*
Bessemer Venture Partners X L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bessemer Venture Partners X Institutional L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Deer X & Co. L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Deer X & Co. Ltd.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On November 18, 2025, Bessemer Venture Partners X L.P. ("BVP X") and Bessemer Venture Partners X Institutional L.P. ("BVP X Inst") (together with BVP X, the "Bessemer Funds") converted 2,119,271 and 1,989,436 shares of Class B Common Stock of the Issuer, respectively, into 2,119,271 and 1,989,436 shares of Class A Common Stock of the issuer, respectively. The Class B Common Stock was convertible into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation.
2. BVP X sold 373,955 shares of Class A Common Stock of the Issuer, and BVP X Inst. sold 351,045 shares of Class A Common Stock of the Issuer.
3. Deer X & Co. Ltd. is the general partner of Deer X & Co. L.P., which is the general partner of each of Bessemer Venture Partners X L.P. ("Bessemer X") and Bessemer Venture Partners X Institutional L.P. ("Bessemer X International," and together with Bessemer X, the "Bessemer Entities"). As a result, each of Deer X & Co. Ltd. and Deer X & Co. L.P. may be deemed to share beneficial ownership of the securities held by the Bessemer Entities.
4. Consists of (i) 1,745,316 shares held by BVP X and (ii) 1,638,391 shares held by BVP X Inst.
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners X L.P. 11/20/2025
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners X Institutional L.P. 11/20/2025
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P. 11/20/2025
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd. 11/20/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Bessemer report in Hinge Health (HNGE) stock?

Bessemer-affiliated funds reported converting 4,108,707 shares of Class B Common Stock into 4,108,707 shares of Class A Common Stock of Hinge Health on November 18, 2025.

How many Hinge Health (HNGE) shares did Bessemer sell and at what price?

On November 18, 2025, Bessemer Venture Partners X L.P. sold 373,955 Class A shares and Bessemer Venture Partners X Institutional L.P. sold 351,045 Class A shares, totaling 725,000 shares at $40.05 per share.

How many Hinge Health (HNGE) shares does Bessemer report owning after the transactions?

Following the transactions, the Bessemer funds reported indirect beneficial ownership of 3,383,707 shares of Hinge Health Class A Common Stock, held as 1,745,316 shares by BVP X and 1,638,391 shares by BVP X Inst.

What is the relationship of the reporting persons to Hinge Health (HNGE)?

The reporting persons are identified as a director and a 10% owner of Hinge Health, indicating board-level involvement and significant equity ownership.

What happened to the Class B Common Stock of Hinge Health held by Bessemer?

On November 18, 2025, BVP X converted 2,119,271 Class B shares and BVP X Inst converted 1,989,436 Class B shares into an equal number of Class A shares, under conversion terms referenced in Hinge Health’s charter.

Who may be deemed to share beneficial ownership of the Hinge Health shares?

The filing states that Deer X & Co. Ltd. and Deer X & Co. L.P., as general partners of the Bessemer entities, may be deemed to share beneficial ownership of the securities held by the Bessemer funds.