Hinge Health (HNGE) CEO, spouse sell 150K shares under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hinge Health, Inc. director and CEO & Co-Founder Daniel Antonio Perez reported insider transactions involving Class A and Class B Common Stock. Through an account noted as held "By Spouse," he sold 150,000 shares of Class A Common Stock on May 6 and May 7, 2026 in open-market transactions at weighted average prices of $55.0884 and $55.0503 per share, respectively, under a Rule 10b5-1 trading plan adopted with his spouse on September 11, 2025.
The sales were paired with conversions of an equivalent number of Class B Common Stock into Class A Common Stock. After these indirect transactions, his spouse’s account held 35,470 Class A shares and 358,445 Class B shares. Separately, Perez directly held Class B Common Stock that was convertible into 9,488,845 Class A shares, showing he retains a substantial equity position despite the pre-planned sales.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 150,000 shares ($8,261,528)
Net Sell
7 txns
Insider
Perez Daniel Antonio
Role
CEO & Co-Founder
Sold
150,000 shs ($8.26M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 45,426 | $0.00 | -- |
| Conversion | Class A Common Stock | 45,456 | $0.00 | -- |
| Sale | Class A Common Stock | 45,456 | $55.0503 | $2.50M |
| Conversion | Class B Common Stock | 104,544 | $0.00 | -- |
| Conversion | Class A Common Stock | 104,544 | $0.00 | -- |
| Sale | Class A Common Stock | 104,544 | $55.0884 | $5.76M |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 358,445 shares (Indirect, By Spouse);
Class A Common Stock — 80,926 shares (Indirect, By Spouse);
Class B Common Stock — 9,488,845 shares (Direct, null)
Footnotes (1)
- The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person and his spouse on September 11, 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 $55.60. 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 $55.00 and the highest price at which shares were sold was $55.16. 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 4,721,252 performance stock units held by the Reporting Person.
Key Figures
Class A shares sold: 150,000 shares
Sale price May 6: $55.0884 per share
Sale price May 7: $55.0503 per share
+4 more
7 metrics
Class A shares sold
150,000 shares
Indirect sales via spouse on May 6–7, 2026
Sale price May 6
$55.0884 per share
Weighted average sale price for Class A on May 6, 2026
Sale price May 7
$55.0503 per share
Weighted average sale price for Class A on May 7, 2026
Indirect Class A holdings
35,470 shares
Class A Common Stock held indirectly by spouse after transactions
Indirect Class B holdings
358,445 shares
Class B Common Stock held indirectly by spouse after May 7 conversion
Direct Class B underlying
9,488,845 shares
Class A shares underlying directly held Class B Common Stock
Performance stock units
4,721,252 units
Performance stock units held by Daniel Perez, excluded from share totals
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, weighted average sale price, performance stock units, +1 more
5 terms
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.
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.
weighted average sale price financial
"Represents the weighted average sale price. The lowest price at which shares were sold was $55.00..."
performance stock units financial
"Excludes 4,721,252 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 security financial
"Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
FAQ
What insider transactions did HNGE CEO Daniel Perez report in this Form 4?
Daniel Perez reported indirect sales of 150,000 shares of Hinge Health Class A Common Stock through his spouse’s account, plus related Class B-to-Class A conversions. The activity occurred on May 6 and May 7, 2026, and was executed under a pre-arranged Rule 10b5-1 trading plan.
Were the HNGE insider stock sales by Daniel Perez discretionary or under a plan?
The sales were made under a Rule 10b5-1 trading plan adopted by Daniel Perez and his spouse on September 11, 2025. Such plans pre-schedule trades, meaning the timing of these May 2026 sales followed the pre-arranged instructions rather than ad hoc market decisions.
What is the significance of HNGE Class B Common Stock in this Form 4 filing?
The filing shows Class B Common Stock being converted into Class A Common Stock on a one-for-one basis. One record notes Class B shares directly held by Perez convertible into 9,488,845 Class A shares, underscoring that a substantial portion of his stake is held in this super-voting or separate share class.
Does the HNGE Form 4 mention any performance stock units held by Daniel Perez?
Yes. A footnote explicitly states that the figures reported exclude 4,721,252 performance stock units held by Daniel Perez. These units represent additional potential equity compensation separate from the Class A and Class B Common Stock holdings disclosed in the main transaction tables.