Hinge Health (HNGE) CFO relinquishes shares to cover RSU tax withholding

Rhea-AI Filing Summary

Hinge Health, Inc. Chief Financial Officer James Budge reported a single exempt transaction involving Class A Common Stock. On 2026-08-01, 4,614 shares were relinquished and cancelled at $74.71 per share to satisfy federal and state tax withholding obligations arising from the vesting of restricted stock units. Following this tax-withholding disposition, he holds 426,172 shares of Class A Common Stock directly. The transaction is exempt under Section 16b-3(e) and reflects payment of tax liabilities rather than an open-market sale.

Insider Trade Summary

Net Seller: 4,614 shares

Net Sell 1 txn

Insider Budge James

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock F1	4,614	$74.71	$345K

Holdings After Transaction: Class A Common Stock — 426,172 shares (Direct)

Footnotes (1)

1. F1. 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

Shares relinquished for taxes: 4,614 shares Implied price per share: $74.71 per share Shares owned after transaction: 426,172 shares +1 more

4 metrics

Shares relinquished for taxes 4,614 shares Class A Common Stock withheld and cancelled to cover tax withholding obligations on 2026-08-01

Implied price per share $74.71 per share Value used for cancellation of 4,614 shares in the tax-withholding disposition

Shares owned after transaction 426,172 shares Direct Class A Common Stock held by CFO James Budge following the tax-withholding share cancellation

Tax-liability disposition transactions 1 transaction Number of Section 16b-3(e) code F transactions reported in this Form 4

Key Terms

Section 16b-3(e), Rule 16b-3, restricted stock units, tax withholding obligations

4 terms

Section 16b-3(e) regulatory

"Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price"

Rule 16b-3 regulatory

"security issued in accordance with Rule 16b-3. All of the shares reported"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

restricted stock units financial

"resulting from the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"pay federal and state tax withholding obligations of the Reporting Person"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 06:47 PM Accepted by SEC EDGAR 08/04/2026 - 06:46 PM Learn about SEC filing dates

FAQ

What insider transaction did Hinge Health (HNGE) CFO James Budge report?

James Budge reported a tax-related share disposition. He relinquished 4,614 shares of Hinge Health Class A Common Stock, which were cancelled in exchange for the company covering his federal and state tax withholding obligations from restricted stock unit vesting.

Was the HNGE CFO’s reported transaction an open-market sale of shares?

No, it was not an open-market sale. The 4,614 shares were withheld and cancelled by the issuer under an exempt Section 16b-3(e) transaction to pay tax withholding obligations from vesting restricted stock units, rather than being sold in the market.

How many HNGE shares does CFO James Budge hold after the reported transaction?

After the transaction, James Budge holds 426,172 shares. These are direct holdings of Hinge Health Class A Common Stock, reported following the cancellation of 4,614 shares used to satisfy his tax withholding obligations from restricted stock unit vesting.

What price per share was used for the Hinge Health (HNGE) tax-withholding shares?

The shares were valued at $74.71 per share. The 4,614 Class A shares relinquished by CFO James Budge were cancelled at this price in connection with the issuer’s payment of his federal and state tax withholding obligations from vesting restricted stock units.

Was the Hinge Health (HNGE) CFO’s Form 4 transaction under a Rule 10b5-1 plan?

The transaction was not reported under a Rule 10b5-1 plan. The Form 4 indicates a Section 16b-3(e) exempt disposition for tax withholding, and the document-level Rule 10b5-1 checkbox is not marked as an affirmed trading plan.

What is the nature of the exempt transaction reported by HNGE CFO James Budge?

The transaction is exempt under Section 16b-3(e). All 4,614 shares reported as disposed were relinquished and cancelled by Hinge Health in exchange for the company’s agreement to pay James Budge’s federal and state tax withholding obligations from restricted stock unit vesting.

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^*

Budge James

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/01/2026		F(1)		4,614	D	$74.71	426,172	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	08/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)