Hinge Health (HNGE) chair converts Class B and sells 166,666 Class A shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hinge Health, Inc. Executive Chairman and Co‑Founder Gabriel M.I. Mecklenburg converted 166,666 shares of Class B Common Stock into an equal number of Class A shares on March 6, 2026 at a conversion price of $0.0000 per share. He then sold all 166,666 Class A shares in open‑market transactions at weighted average prices of $45.0224 and $45.6031, as part of a pre‑arranged Rule 10b5‑1 trading plan adopted on December 1, 2025. Following these transactions, he directly holds 1,843,102 shares of Class B Common Stock and has additional indirect Class B holdings through a GRAT and a family trust that are convertible into 1,092,119 and 383,592 shares of Class A Common Stock, respectively. The filing also notes 944,250 performance stock units held by Mecklenburg are excluded from these share counts.

Insider Trade Summary 10b5-1

Net Seller: 166,666 shares ($7,552,645)

Net Sell 6 txns

Insider Mecklenburg Gabriel M.I.

Role Director

Sold 166,666 shs ($7.55M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	166,666	$0.00	--
Conversion	Class A Common Stock	166,666	$0.00	--
Sale	Class A Common Stock	82,385	$45.0224	$3.71M
Sale	Class A Common Stock	84,281	$45.6031	$3.84M
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 1,843,102 shares (Direct); Class A Common Stock — 166,666 shares (Direct); Class B Common Stock — 1,092,119 shares (Indirect, By GRAT)

Footnotes (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 $44.19 and the highest price at which shares were sold was $45.18. 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 $45.19 and the highest price at which shares were sold was $46.14. 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.

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Form 4 Insider Transactions: What Each Field Means →

03/10/2026 - 04:22 PM

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^*

Mecklenburg Gabriel M.I.

(Last)

(First)

(Middle)

C/O HINGE HEALTH, INC.

455 MARKET STREET, SUITE 700

(Street)

SAN FRANCISCO

94105

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Exec. Chairman & Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/06/2026		C		166,666	A	$0	166,666	D
Class A Common Stock	03/06/2026		S⁽¹⁾		82,385	D	$45.0224⁽²⁾	84,281	D
Class A Common Stock	03/06/2026		S⁽¹⁾		84,281	D	$45.6031⁽³⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	03/06/2026		C			166,666	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	166,666	$0	1,843,102⁽⁵⁾	D
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,092,119		1,092,119	I	By GRAT
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	383,592		383,592	I	By 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 $44.19 and the highest price at which shares were sold was $45.18. 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 $45.19 and the highest price at which shares were sold was $46.14. 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-Fact	03/10/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Hinge Health (HNGE) director Gabriel Mecklenburg report in this Form 4?

Gabriel Mecklenburg reported converting 166,666 Class B shares into Class A and selling all 166,666 Class A shares. The sales were executed in open‑market transactions under a Rule 10b5‑1 trading plan adopted on December 1, 2025.

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

He sold 82,385 Class A shares at a weighted average price of $45.0224 and 84,281 Class A shares at a weighted average price of $45.6031. Footnotes state detailed sale prices ranged from $44.19 to $46.14 across these transactions.

Was Gabriel Mecklenburg’s Hinge Health (HNGE) stock sale pre-planned under Rule 10b5-1?

Yes. A footnote explains the reported sales were made pursuant to a Rule 10b5‑1 trading plan adopted by Gabriel Mecklenburg on December 1, 2025, indicating the transactions were pre‑scheduled rather than opportunistic market‑timing trades.

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

After the reported trades, he directly holds 1,843,102 shares of Class B Common Stock. He also has indirect Class B holdings through a GRAT and a family trust, convertible into 1,092,119 and 383,592 Class A shares, respectively, plus 944,250 excluded performance stock units.

What is the relationship between Hinge Health (HNGE) Class B and Class A shares in this filing?

Each Class B share is convertible into one Class A share at any time at the holder’s election or automatically upon certain transfers or events, as described in Hinge Health’s Amended and Restated Certificate of Incorporation, according to the Form 4 footnote.

Did Gabriel Mecklenburg buy any Hinge Health (HNGE) shares in this Form 4?

No open‑market purchases were reported. The filing shows a conversion of 166,666 Class B shares into Class A, followed by open‑market sales of all 166,666 Class A shares, resulting in a net disposition of Class A common stock.