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Insight entities disclose major Hinge Health (HNGE) stake via convertible Class B shares

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Hinge Health, Inc. received an amended Schedule 13G from a group of Insight-managed investment entities reporting significant ownership of its Class A Common Stock. The Insight entities collectively beneficially own 9,375,164 shares of Class B Common Stock, which are exchangeable into an equal number of Class A shares on a one-for-one basis.

For percentage calculations, these Class B shares are treated as converted into Class A, giving the Reporting Persons beneficial ownership of approximately 19.8% of the 47,294,319 shares of Class A Common Stock deemed outstanding. If all outstanding Class B shares reported in the company’s Form 10-Q were similarly converted, the Insight entities would be deemed to beneficially own approximately 11.9% of the Class A Common Stock. The filing is made jointly by several Insight funds and related general partner and holding entities, which may be deemed to form a group for reporting purposes, though they expressly disclaim group status beyond this joint filing.

Positive

  • None.

Negative

  • None.





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: Rows 6, 8 and 9 include 4,681,897 shares of Class A Common Stock issuable upon the exchange of such 4,681,897 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: Rows 6, 8 and 9 include 3,839,211 shares of Class A Common Stock issuable upon the exchange of such 3,839,211 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: Rows 6, 8 and 9 include 742,658 shares of Class A Common Stock issuable upon the exchange of such 742,658 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: Rows 6, 8 and 9 include 111,398 shares of Class A Common Stock issuable upon the exchange of such 111,398 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: Rows 6, 8 and 9 include 9,375,164 shares of Class A Common Stock issuable upon the exchange of such 9,375,164 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: Rows 6, 8 and 9 include 9,375,164 shares of Class A Common Stock issuable upon the exchange of such 9,375,164 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: Rows 6, 8 and 9 include 9,375,164 shares of Class A Common Stock issuable upon the exchange of such 9,375,164 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.


SCHEDULE 13G



Insight Venture Partners X, LP
Signature:/s/ Andrew Prodromos
Name/Title:Andrew Prodromos/Authorized Officer
Date:02/13/2026
Insight Venture Partners (Cayman) X, LP
Signature:/s/ Andrew Prodromos
Name/Title:Andrew Prodromos/Authorized Officer
Date:02/13/2026
Insight Venture Partners (Delaware) X, LP
Signature:/s/ Andrew Prodromos
Name/Title:Andrew Prodromos/Authorized Officer
Date:02/13/2026
Insight Venture Partners X (Co-Investors), LP
Signature:/s/ Andrew Prodromos
Name/Title:Andrew Prodromos/Authorized Officer
Date:02/13/2026
Insight Venture Associates X, L.P.
Signature:/s/ Andrew Prodromos
Name/Title:Andrew Prodromos/Authorized Officer
Date:02/13/2026
Insight Venture Associates X, Ltd.
Signature:/s/ Andrew Prodromos
Name/Title:Andrew Prodromos/Authorized Officer
Date:02/13/2026
Insight Holdings Group, LLC
Signature:/s/ Andrew Prodromos
Name/Title:Andrew Prodromos/Attorney-in-Fact
Date:02/13/2026
Exhibit Information

Exhibit 99.1 Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended

FAQ

What does Hinge Health (HNGE) disclose in this Schedule 13G/A?

The filing discloses that Insight-managed entities collectively beneficially own 9,375,164 Class B shares in Hinge Health, Inc., exchangeable into the same number of Class A shares. The amendment updates ownership percentages and clarifies how these holdings are calculated for reporting purposes.

How much of Hinge Health’s Class A stock do the Insight entities beneficially own?

The Insight entities’ 9,375,164 Class B shares are treated as converted, representing about 19.8% of 47,294,319 deemed-outstanding Class A shares. This total combines 37,919,155 Class A shares outstanding as of October 30, 2025 with the Insight-held Class B shares on an as-converted basis.

What is the ownership structure Insight reports in Hinge Health (HNGE)?

Ownership is spread across several Insight funds and control entities, including IVP X, IVP Cayman X, IVP Delaware X, IVP X Co-Investors, IVA X, IVA X Ltd, and Insight Holdings Group, LLC. Holdings ultimately controls the structure through its role as sole shareholder and upstream general partner relationships.

How is the Insight group’s percentage in Hinge Health calculated?

Percentage ownership divides shares beneficially owned by a deemed outstanding total of 47,294,319 Class A shares. That total combines 37,919,155 Class A shares outstanding on October 30, 2025, plus 9,375,164 Class A shares issuable upon exchange of all Class B shares held by the reporting entities.

What would Insight’s stake be if all Hinge Health Class B shares were converted?

If all outstanding Class B shares reported in Hinge Health’s Form 10-Q were converted into Class A, the Insight entities would be deemed to beneficially own approximately 11.9% of the resulting Class A Common Stock. This alternative percentage is provided directly in the ownership discussion.

Do the Insight entities claim to be a formal group in this HNGE filing?

The entities file a single joint Schedule 13G because they may be deemed a “group” under Section 13(d)(3). However, they expressly disclaim membership in a group and state that the report should not be viewed as an admission of group status for any other purpose.
Hinge Health, Inc.

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