STOCK TITAN

Hinge Health (HNGE) chair sells 50K shares under 10b5-1 trading plan

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 converted 50,000 shares of Class B Common Stock into 50,000 shares of Class A Common Stock and then sold all of those Class A shares in open-market transactions.

The sales covered 49,332 shares at a weighted average of $38.448 and 668 shares at a weighted average of $39.0167, executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 1, 2025. Following these trades, he held no Class A shares directly but continued to hold 1,793,102 Class B shares directly, plus additional Class B shares through a GRAT and a family trust that are convertible into over 1.47 million Class A shares. The filing also notes 944,250 performance stock units held by Mecklenburg, which are excluded from the share totals.

Positive

  • None.

Negative

  • None.

Insights

Pre-planned conversion-and-sale of 50,000 shares; large remaining position.

Gabriel Mecklenburg converted 50,000 Class B shares into Class A and sold all 50,000 Class A shares in open-market trades, at weighted average prices of $38.448 and $39.0167. The filing specifies these were executed under a Rule 10b5-1 plan adopted on December 1, 2025, indicating a pre-scheduled liquidity event rather than an opportunistic trade.

After the transactions, he held no Class A shares directly but retained 1,793,102 Class B shares directly and additional Class B shares through a GRAT and a family trust, representing 1,092,119 and 383,592 underlying Class A shares, respectively. The filing also references 944,250 performance stock units. In proportional terms, selling 50,000 shares while retaining millions of Class A–equivalent shares appears consistent with routine diversification or liquidity, with limited impact on overall alignment.

Insider Mecklenburg Gabriel M.I.
Role Director
Sold 50,000 shs ($1.92M)
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 49,332 $38.448 $1.90M
Sale Class A Common Stock 668 $39.0167 $26K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 1,793,102 shares (Direct); Class A Common Stock — 50,000 shares (Direct); Class B Common Stock — 1,092,119 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 $37.86 and the highest price at which shares were sold was $38.85. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $38.87 and the highest price at which shares were sold was $39.05. 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.
Shares converted 50,000 shares Class B to Class A conversion on April 1, 2026
Shares sold (tranche 1) 49,332 shares at $38.448 Class A open-market sale, weighted average price
Shares sold (tranche 2) 668 shares at $39.0167 Class A open-market sale, weighted average price
Net shares sold 50,000 shares Net-sell direction from transaction summary
Direct Class B holdings 1,793,102 shares Total Class B shares held directly after transactions
GRAT underlying shares 1,092,119 shares Class A–equivalent shares via Class B held by GRAT
Family trust underlying shares 383,592 shares Class A–equivalent shares via Class B held by family trust
Performance stock units 944,250 units Performance stock units held, 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 adopted..."
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.
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.
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..."
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
"total_shares_following_transaction: 1092119.0000, direct_or_indirect: I, nature_of_ownership: By GRAT"
Family Trust financial
"total_shares_following_transaction: 383592.0000, direct_or_indirect: I, nature_of_ownership: By Family Trust"
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.
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)
04/01/2026
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 Stock04/01/2026C50,000A$050,000D
Class A Common Stock04/01/2026S(1)49,332D$38.448(2)668D
Class A Common Stock04/01/2026S(1)668D$39.0167(3)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(4)04/01/2026C50,000 (4) (4)Class A Common Stock50,000$01,793,102(5)D
Class B Common Stock(4) (4) (4)Class A Common Stock1,092,1191,092,119IBy GRAT
Class B Common Stock(4) (4) (4)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 $37.86 and the highest price at which shares were sold was $38.85. 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. Represents the weighted average sale price. The lowest price at which shares were sold was $38.87 and the highest price at which shares were sold was $39.05. 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.
4. 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.
5. Excludes 944,250 performance stock units held by the Reporting Person.
/s/ James Budge, Attorney-in-Fact04/02/2026
** 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 HNGE’s Gabriel Mecklenburg report on this Form 4?

Gabriel Mecklenburg reported converting 50,000 shares of Class B Common Stock into 50,000 shares of Class A Common Stock, then selling all 50,000 Class A shares in open-market transactions. These trades reflect a planned conversion-and-sale sequence rather than a standalone market purchase or sale.

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

Mecklenburg sold 49,332 Class A shares at a weighted average price of $38.448 and 668 Class A shares at a weighted average price of $39.0167. Footnotes note individual sale prices ranged from $37.86 to $39.05 across the reported trades.

Was the HNGE insider sale by Gabriel Mecklenburg made under a Rule 10b5-1 plan?

Yes. The filing states the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Gabriel Mecklenburg on December 1, 2025. Such plans pre-schedule trades, reducing the significance of trade timing as a signal of the insider’s short-term market view.

How many Hinge Health (HNGE) shares does Gabriel Mecklenburg hold after these transactions?

Following the transactions, Mecklenburg held no Class A Common Stock directly but owned 1,793,102 Class B shares directly. He also had indirect Class B holdings via a GRAT and family trust, convertible into 1,092,119 and 383,592 Class A shares, respectively, plus 944,250 performance stock units.

What is the relationship between Hinge Health’s Class B and Class A Common Stock?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the holder’s election, and also automatically upon certain transfers or events described in Hinge Health’s Amended and Restated Certificate of Incorporation. This 1:1 convertibility links insider economic exposure across both classes.

How large was the net share change from Gabriel Mecklenburg’s HNGE Form 4 transactions?

The transaction summary shows net-sell activity of 50,000 shares. Mecklenburg converted 50,000 Class B shares into Class A and then sold all 50,000 Class A shares, leaving his direct Class A position at zero while maintaining a substantial Class B-based economic interest.