Hinge Health Inc.

09/25/2025 | Press release | Distributed by Public on 09/25/2025 16:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Mecklenburg Gabriel M.I.
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) _____ Other (specify below)
Exec. Chairman & Co-Founder
(Last) (First) (Middle)
C/O HINGE HEALTH, INC., 455 MARKET STREET, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025
(Street)
SAN FRANCISCO, CA 94105
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mecklenburg Gabriel M.I.
C/O HINGE HEALTH, INC.
455 MARKET STREET, SUITE 700
SAN FRANCISCO, CA 94105
X Exec. Chairman & Co-Founder

Signatures

/s/ David Wood, Attorney-in-Fact 09/25/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Hinge Health Inc. published this content on September 25, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 25, 2025 at 22:44 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]