Hinge Health (HNGE) Exec Reports Option Exercises and PSU Holdings

Rhea-AI Filing Summary

Gabriel M.I. Mecklenburg, Executive Chairman & Co-Founder of Hinge Health, Inc. (HNGE), reported multiple option exercises on 09/24/2025. The Form 4 shows exercises of several stock options at strike prices between $0.30 and $1.90, resulting in the acquisition of Class B Common Stock and conversion rights into Class A Common Stock.

Following the transactions, the reporting person directly owns large quantities of Class A and Class B shares: 1,092,119 Class A shares held indirectly by GRAT and 383,592 Class A shares held indirectly by a Family Trust, plus multiple blocks of Class B shares received from exercised options (examples: 107,813, 84,320, 42,969, 60,157, 31,548). Some shares are subject to an underwriter lock-up after the issuer's IPO, and 944,250 PSUs are included among holdings and vest per award terms.

Positive

• Multiple option exercises disclosed, showing transparent reporting of insider transactions on 09/24/2025
• Large indirect holdings documented: 1,092,119 Class A via GRAT and 383,592 Class A via Family Trust
• 944,250 PSUs disclosed with vesting terms stated, clarifying contingent share interests

Negative

• Some exercised shares are subject to an underwriter lock-up, limiting immediate liquidity for those shares
• Form 4 shows concentrated insider ownership, which may imply future voting/dilution implications for investors (fact disclosed in filing)

Insights

Securities Analyst

TL;DR: Insider exercised multiple vested options, materially increasing reported holdings while some shares remain locked up post-IPO.

The Form 4 documents option exercises executed on 09/24/2025 across several strike prices ($0.30 to $1.90), producing Class B shares that are convertible to Class A. The filing discloses both direct holdings from exercised options and indirect holdings via a GRAT and a Family Trust totaling 1,475,711 Class A-equivalent shares (1,092,119 + 383,592), plus numerous directly held Class B blocks and 944,250 PSUs pending vesting. The presence of an underwriter lock-up is explicitly stated, limiting immediate liquidity for some shares. From a reporting perspective, this is a clear, detailed disclosure of material insider activity; it does not provide operational or performance information about the issuer.

Corporate Governance Expert

TL;DR: Form 4 shows standard post-IPO option exercises with documented conversion terms and lock-up; governance disclosure appears complete.

The filing specifies that Class B shares are convertible into Class A at holder option and will automatically convert upon certain charter events, as described in the issuer's charter. The reporting person exercised fully vested options (noted as currently exercisable) and properly disclosed indirect ownership through estate vehicles (GRAT and Family Trust). The filing includes signature by an attorney-in-fact and an explicit explanation block, meeting typical SEC Form 4 disclosure conventions. No amendments or missing mandatory items are evident from the provided text.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 CA 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)
09/24/2025

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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option	$0.3	09/24/2025		M			42,969	(1)	11/16/2027	Class B Common Stock	42,969	$0	0	D
Class B Common Stock	(2)	09/24/2025		M		42,969(3)		(2)	(2)	Class A Common Stock	42,969	$0.3	2,670,180	D
Stock Option	$0.73	09/24/2025		M			107,813	(1)	09/23/2028	Class B Common Stock	107,813	$0	0	D
Class B Common Stock	(2)	09/24/2025		M		107,813(3)		(2)	(2)	Class A Common Stock	107,813	$0.73	2,777,993	D
Stock Option	$0.73	09/24/2025		M			60,157	(1)	01/20/2029	Class B Common Stock	60,157	$0	0	D
Class B Common Stock	(2)	09/24/2025		M		60,157(3)		(2)	(2)	Class A Common Stock	60,157	$0.73	2,838,150	D
Stock Option	$0.84	09/24/2025		M			84,320	(1)	09/16/2029	Class B Common Stock	84,320	$0	1,097	D
Class B Common Stock	(2)	09/24/2025		M		84,320(3)		(2)	(2)	Class A Common Stock	84,320	$0.84	2,922,470	D
Stock Option	$1.9	09/24/2025		M			31,548	(1)	05/05/2030	Class B Common Stock	31,548	$0	539,387	D
Class B Common Stock	(2)	09/24/2025		M		31,548(3)		(2)	(2)	Class A Common Stock	31,548	$1.9	2,954,018(4)	D
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	1,092,119		1,092,119	I	By GRAT
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	383,592		383,592	I	By Family Trust

Explanation of Responses:

1. The stock option is fully vested and currently exercisable.

2. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock will automatically convert 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.

3. Represents the exercise of options to purchase Class B Common Stock by the Reporting Person. No shares were sold by the Reporting Person, and the shares received upon the exercise of such options are subject to a lock-up agreement with the underwriters in connection with the Issuer's recent initial public offering.

4. Includes 944,250 PSUs, which vest in accordance with the terms of the award. Each PSU represents a contingent right to receive one share of Class B Common Stock.

	/s/ David Wood, Attorney-in-Fact	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Gabriel M.I. Mecklenburg report on Form 4 for HNGE?

The Form 4 reports option exercises on 09/24/2025 resulting in the acquisition of multiple blocks of Class B Common Stock and documentation of indirect Class A holdings via a GRAT and Family Trust.

How many performance stock units (PSUs) are disclosed for the reporting person?

The filing states there are 944,250 PSUs included in the holdings, which vest according to the award terms.

Are the exercised shares immediately tradable?

No. The filing explicitly states that shares received upon exercise are subject to an underwriter lock-up agreement in connection with the issuer's recent IPO.

What indirect ownership vehicles are listed in the Form 4?

The reporting person holds Class A Common Stock indirectly by a GRAT (1,092,119 shares) and by a Family Trust (383,592 shares).

What strike prices were used for the exercised options?

The exercised options listed in the filing had strike prices ranging from $0.30 to $1.90.