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Insight Partners Reports 11.03M Convertible Shares in Hinge Health (HNGE)

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Insight Entities disclosed beneficial ownership stakes in Hinge Health, Inc. (HNGE) via a joint Schedule 13G filing. The filing lists multiple reporting persons affiliated with Insight Partners, including IVP X funds, Insight Venture Associates entities and Insight Holdings Group, and gives the principal offices as c/o Insight Partners, 1114 Avenue of the Americas, New York.

The Reporting Persons report beneficial ownership of 11,029,604 shares of Class B Common Stock that are treated as issuable into Class A Common Stock on a one-for-one basis for percent calculations. On that basis, the Reporting Persons represent approximately 28.8% of the Class A Common Stock (calculated using 27,223,448 shares of Class A outstanding plus the Reporting Persons’ Class B shares). Individual cover-page totals include: IVP X (5,508,113 shares, 14.4%), IVP Cayman X (4,516,719 shares, 11.8%), IVP Delaware X (873,715 shares, 2.3%), IVP X Co-Investors (131,057 shares, 0.3%), and consolidated Insight entities holding the full 11,029,604 shares (28.8%). The filing is a joint submission and attaches a joint filing agreement as Exhibit 99.1.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insight-affiliated funds disclosed a substantial convertible stake in Hinge Health totaling 11,029,604 Class B shares, representing 28.8% for class-calculation purposes.

The filing provides clear, quantifiable ownership percentages and shows that the stake is composed of Class B shares treated as convertible into Class A for percentage calculations. This concentration—11,029,604 shares versus 27,223,448 reported Class A outstanding—is material to capitalization metrics and could affect voting-power calculations if conversions occur. The report also separates holdings by specific Insight entities, aiding transparency for cap table analysis. No details are provided about plans, intent, or transactions beyond beneficial ownership and the joint-filing arrangement.

TL;DR: A coordinated joint filing discloses substantial beneficial ownership derived from Class B shares convertible one-for-one, a material governance disclosure.

The Schedule 13G identifies multiple affiliated reporting persons and a joint filing agreement, which clarifies that the Insight Entities submitted a single, consolidated disclosure though they disclaim group membership for other purposes. The treatment of Class B shares as convertible for the percent calculation is explicitly stated, which is important when assessing potential changes to voting power and control dynamics. The filing does not state any proposed actions or changes in intent, limiting governance conclusions to ownership structure only.






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 5,508,113 shares of Class A Common Stock issuable upon the exchange of such 5,508,113 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 38,253,052 shares of Class A Common Stock, which is the sum of (x) 27,223,448 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025, and (y) 11,029,604 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 4,516,719 shares of Class A Common Stock issuable upon the exchange of such 4,516,719 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 38,253,052 shares of Class A Common Stock, which is the sum of (x) 27,223,448 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025, and (y) 11,029,604 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 873,715 shares of Class A Common Stock issuable upon the exchange of such 873,715 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 38,253,052 shares of Class A Common Stock, which is the sum of (x) 27,223,448 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025, and (y) 11,029,604 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 131,057 shares of Class A Common Stock issuable upon the exchange of such 131,057 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 38,253,052 shares of Class A Common Stock, which is the sum of (x) 27,223,448 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025, and (y) 11,029,604 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 11,029,604 shares of Class A Common Stock issuable upon the exchange of such 11,029,604 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 38,253,052 shares of Class A Common Stock, which is the sum of (x) 27,223,448 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025, and (y) 11,029,604 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 11,029,604 shares of Class A Common Stock issuable upon the exchange of such 11,029,604 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 38,253,052 shares of Class A Common Stock, which is the sum of (x) 27,223,448 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025, and (y) 11,029,604 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 11,029,604 shares of Class A Common Stock issuable upon the exchange of such 11,029,604 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 38,253,052 shares of Class A Common Stock, which is the sum of (x) 27,223,448 shares of Class A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025, and (y) 11,029,604 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:Insight Venture Partners X, LP
Date:08/14/2025
Insight Venture Partners (Cayman) X, LP
Signature:/s/ Andrew Prodromos
Name/Title:Insight Venture Partners (Cayman) X, LP
Date:08/14/2025
Insight Venture Partners (Delaware) X, LP
Signature:/s/ Andrew Prodromos
Name/Title:Insight Venture Partners (Delaware) X, LP
Date:08/14/2025
Insight Venture Partners X (Co-Investors), LP
Signature:/s/ Andrew Prodromos
Name/Title:Insight Venture Partners X (Co-Investors), LP
Date:08/14/2025
Insight Venture Associates X, L.P.
Signature:/s/ Andrew Prodromos
Name/Title:Insight Venture Associates X, L.P.
Date:08/14/2025
Insight Venture Associates X, Ltd.
Signature:/s/ Andrew Prodromos
Name/Title:Insight Venture Associates X, Ltd.
Date:08/14/2025
Insight Holdings Group, LLC
Signature:/s/ Andrew Prodromos
Name/Title:Insight Holdings Group, LLC
Date:08/14/2025
Exhibit Information

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

Hinge Health, Inc.

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