Form 4: Bessemer Venture Partners Divests HNGE Shares

Bessemer Venture Partners, a 10% owner and director, converted Class B shares to Class A and subsequently sold 725,000 shares of Hinge Health, Inc. common stock for $40.05 per share.

Summary

• Bessemer Venture Partners X L.P. and Bessemer Venture Partners X Institutional L.P. (the "Bessemer Funds"), significant shareholders and directors of Hinge Health, Inc. (HNGE), executed a series of transactions.
• On November 18, 2025, the Bessemer Funds converted a total of 4,108,707 shares of Class B Common Stock into an equal number of Class A Common Stock.
• Immediately following the conversion, the Bessemer Funds sold 725,000 shares of Class A Common Stock at a price of $40.05 per share.
• Specifically, Bessemer Venture Partners X L.P. sold 373,955 shares, and Bessemer Venture Partners X Institutional L.P. sold 351,045 shares.
• After these transactions, the Bessemer Funds indirectly beneficially own 3,383,707 shares of Class A Common Stock.
• Deer X & Co. Ltd. and Deer X & Co. L.P. are deemed to share beneficial ownership due to their general partner relationship with the Bessemer Entities.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider sale by a 10% owner and director group, which can be interpreted as a reduction in confidence or a strategic divestment. The conversion itself is a neutral event.

Negatives

• A significant sale of 725,000 shares by a 10% owner and director group could be perceived as a lack of confidence or a move to rebalance portfolios, potentially putting downward pressure on the stock price.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Hinge Health, Inc.'s future outlook.

Industry Context

This filing reports an insider transaction by a venture capital firm that is a significant shareholder and director of Hinge Health, Inc. Such transactions are common for venture capital funds as they mature their investments and seek liquidity for their limited partners. It does not directly provide broader industry trends or competitive analysis.

Related Party Transactions

• The conversion of Class B to Class A Common Stock and subsequent sale of 725,000 Class A shares by Bessemer Venture Partners, a 10% owner and director group, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The sale by a significant insider could lead to negative market sentiment and potential downward pressure on the stock price.
• Company Management: May need to address market concerns if the sale is interpreted negatively.

Key Dates

Recommendation

The sale of 725,000 shares by Bessemer Venture Partners, a 10% owner and director, at $40.05 per share, represents a significant divestment. While this could signal a lack of confidence, it is also common for venture capital firms to monetize their investments over time. Without additional information on the company's operational performance, financial health, or the specific motivations behind the sale (e.g., fund liquidity needs, portfolio rebalancing), a definitive 'sell' recommendation is premature. Investors should 'hold' and monitor future company announcements and market reactions, considering this transaction as a potential yellow flag rather than a red one.

Keywords

Hinge Health, HNGE, Bessemer Venture Partners, Insider Sale, Form 4, Stock Transaction, Class A Common Stock, Class B Common Stock, Share Conversion, Director Sale, 10% Owner