Hinge Health (HNGE) 10% Owner Daniel Perez Vests PSUs, Shares Withheld

What Happened
Daniel Antonio Perez (reported as a 10% owner) had 944,250 performance-based restricted stock units (PSUs) vest and convert to Class B common shares on July 27, 2026. Of those shares, 509,423 were surrendered/withheld to satisfy federal and state tax withholding obligations at an implied price of $74.31 per share (total tax withholding value: $37,855,223). The net shares retained by Perez from this vesting were 434,827 shares (944,250 vested − 509,423 withheld). The transaction is reported as an exempt tax-withholding disposition under Section 16b‑3(e) (i.e., shares were cancelled/withheld to cover taxes, not sold on the open market).

Key Details

• Transaction date: July 27, 2026; Form filed July 29, 2026 (timely reporting).
• Award/vesting: 944,250 PSUs vested (performance criteria certified by the Compensation Committee).
• Tax withholding: 509,423 shares withheld at $74.31/share = $37,855,223.
• Net shares retained from this vesting: 434,827 shares.
• PSUs: Each PSU converts into one share of Class B common stock upon settlement. PSUs do not expire prior to vesting. Class B shares are convertible 1:1 into Class A shares.
• Exempt treatment: Withholding/cancellation of shares to pay taxes is reported as exempt under Section 16b‑3(e) (not an open‑market sale).
• Additional holdings: Filing notes there are 3,777,002 PSUs held by the reporting person that are excluded from these entries.
• Filing status: No late filing indicated in the data provided.

Context
This was a vesting/settlement event (performance PSUs becoming shares) with a cashless-style tax withholding—common for RSU/PSU settlements—rather than a sale to an outside buyer. For retail investors, vesting and withholding transactions are administrative and do not necessarily signal a buy or sell decision about the company's prospects; however, the size of the tax withholding ($37.86M) reflects the large value of the award. As a 10% owner, Perez is a significant shareholder, and these transactions are reported under Section 16 rules.