Form 4: Bessemer Venture Partners Reduces Stake in Hinge Health with $23.2 Million Stock Sale

Bessemer Venture Partners, a 10% owner and director of Hinge Health, Inc. (HNGE), has reported the sale of 725,066 shares of Class A Common Stock for approximately $23.2 million following a conversion of preferred and Class B common stock.

Summary

• Bessemer Venture Partners X L.P., along with related entities Bessemer Venture Partners X Institutional L.P., Deer X & Co. L.P., and Deer X & Co. Ltd., reported transactions in Hinge Health, Inc. (HNGE) securities.
• On May 23, 2025, Bessemer Venture Partners X L.P. acquired 725,066 shares of Class A Common Stock through a conversion (Code C).
• Simultaneously, on May 23, 2025, the same entity disposed of 725,066 shares of Class A Common Stock through a sale (Code S) at a price of $32 per share.
• Prior to these transactions, Series C Preferred Stock (4,511,338 shares) and Series D Preferred Stock (322,435 shares) were converted into Class B Common Stock.
• A total of 4,833,773 shares of Class B Common Stock were converted into Class A Common Stock, and an additional 725,066 shares of Class B Common Stock were converted into Class A Common Stock.
• Following these reported transactions, the Reporting Persons beneficially own 2,119,271 shares of Class B Common Stock held by Bessemer X and 1,989,436 shares of Class B Common Stock held by Bessemer X International, totaling 4,108,707 shares of Class B Common Stock.
• Each share of preferred stock, except Series E, automatically converted into one share of Class B Common Stock upon the Issuer's initial public offering, and Class B Common Stock is convertible into Class A Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider sale by a 10% owner and director. While conversions are routine, the subsequent sale of a large block of shares can be perceived as a reduction in confidence or a move to realize gains, potentially putting downward pressure on the stock.

Negatives

• A significant sale of 725,066 shares of Class A Common Stock by a 10% owner and director, Bessemer Venture Partners, could be perceived negatively by the market as it represents a reduction in their direct stake.

Future Outlook

The document does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on insider transactions.

Industry Context

This Form 4 filing details an insider transaction by a significant institutional investor and director, Bessemer Venture Partners, in Hinge Health, Inc. It reflects a specific investment decision by a major shareholder rather than broader industry trends or competitive positioning.

Related Party Transactions

• The reported transactions involve Bessemer Venture Partners X L.P., Bessemer Venture Partners X Institutional L.P., Deer X & Co. L.P., and Deer X & Co. Ltd., all of which are related entities and collectively serve as a 10% owner and director of Hinge Health, Inc. This constitutes a related party transaction as per SEC regulations.

Stakeholder Impact

• Shareholders may view the significant sale by a major institutional investor and director as a potential negative signal, which could influence investor sentiment and the company's stock price.
• The transaction itself does not directly impact employees, customers, suppliers, or creditors, but the market's reaction to the sale could indirectly affect the company's valuation and future capital-raising capabilities.

Key Dates

Keywords

Hinge Health, HNGE, SEC Form 4, Insider Trading, Stock Sale, Bessemer Venture Partners, 10% Owner, Director, Common Stock, Preferred Stock Conversion