Hinge Health chair sells 33,333 shares in plan
Hinge Health, Inc. executive chairman and co-founder Gabriel M.I.
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Form Type
4
Rhea-AI Filing Summary
Hinge Health, Inc. executive chairman and co-founder Gabriel M.I. Mecklenburg reported an insider transaction involving a conversion and sale of shares. He converted 33,333 shares of Class B Common Stock into Class A Common Stock and then sold 33,333 Class A shares in an open-market transaction at a weighted average price of $45.0463 per share, with prices ranging from $45.00 to $45.44, under a pre-arranged Rule 10b5-1 trading plan adopted on December 1, 2025. After these transactions, he reported direct ownership of 1,759,769 shares of Class B Common Stock and indirect Class B holdings convertible into 383,592 Class A shares through a family trust and 1,092,119 Class A shares through a GRAT, plus an additional 944,250 performance stock units that are excluded from the reported amounts.
Insider Trade Summary 10b5-1
Exercise and Sale: 33,333 shares ($1.50M approx. pre-tax spread)
Exercise and Sale
5 txns
Insider
Mecklenburg Gabriel M.I.
Role
Director
Sold
33,333 shs ($1.50M)
Approx. gross sale proceeds
$1.50M
Approx. exercise cost
$0.00
Approx. pre-tax spread
$1.50M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 33,333 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 33,333 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 33,333 | $45.0463 | $1.50M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,759,769 contracts (Direct);
Class A Common Stock — 0 shares (Direct);
Class B Common Stock — 1,092,119 contracts (Indirect, By GRAT);
Class B Common Stock — 383,592 contracts (Indirect, By Family Trust)
Footnotes (4)
- F1. 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.
- F2. Represents the weighted average sale price. The lowest price at which shares were sold was $45.00 and the highest price at which shares were sold was $45.44. 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.
- F3. 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.
- F4. Excludes 944,250 performance stock units held by the Reporting Person.
Key Figures
Shares sold: 33,333 shares
Weighted average sale price: $45.0463 per share
Net shares sold: 33,333 shares
+5 more
8 metrics
Shares sold
33,333 shares
Class A Common Stock open-market sale
Weighted average sale price
$45.0463 per share
Class A sale price range $45.00–$45.44
Net shares sold
33,333 shares
transactionSummary netBuySellShares
Direct Class B holdings
1,759,769 shares
Total shares following derivative transaction
Family trust underlying shares
383,592 shares
Class B convertible into Class A via family trust
GRAT underlying shares
1,092,119 shares
Class B convertible into Class A via GRAT
Excluded performance stock units
944,250 units
Performance stock units held but excluded from totals
Exercise price of Class B
$0.0000
Conversion of Class B into Class A
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, Class A Common Stock, GRAT, +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 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
""nature_of_ownership": "By GRAT""
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did HNGE executive Gabriel Mecklenburg report?
Gabriel Mecklenburg reported converting and selling 33,333 Hinge Health Class A shares. The sale was executed at a weighted average price of $45.0463 per share under a pre-arranged Rule 10b5-1 trading plan adopted on December 1, 2025.
What HNGE holdings does Gabriel Mecklenburg report after this Form 4?
Following the reported trades, Mecklenburg directly holds 1,759,769 Class B shares. He also has indirect Class B interests convertible into 383,592 Class A shares via a family trust and 1,092,119 Class A shares via a GRAT, plus excluded performance stock units.
What does the Rule 10b5-1 plan mean for this HNGE insider sale?
The filing states the sale occurred under a Rule 10b5-1 trading plan adopted on December 1, 2025. Such plans pre-schedule trades, indicating the timing of this 33,333-share sale was set in advance rather than decided opportunistically.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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