Hinge Health, Inc 8-K, filed Nov 2, 2026
Hinge Health, Inc. (HNGE)
8-K
2026-11-02
For: 2026-10-29
View Original
Added on
November 02, 2026
About this 8-K
Hinge Health, Inc filed this 8-K on November 2, 2026, reporting on events of October 29, 2026.
Hinge Health's Q3 revenue grew 52% to $235.0 million and non-GAAP operating margin reached 33%; 2026 revenue guidance rose to $879 million-$881 million. Jim Pursley will resign as President effective January 1, 2027 and join the Board effective January 4, 2027. AI summary
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________
FORM 8-K
________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2026
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(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s Telephone Number, Including Area Code: (415 ) 726-2206
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On November 2, 2026, Hinge Health, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026. In the press release, the Company also announced that it would hold a conference call to discuss these financial results on November 2, 2026 at 1:30 p.m. Pacific time (4:30 p.m. Eastern time).
The Company makes reference to non-GAAP financial information in the press release and on the conference call. A reconciliation of these non-GAAP financial measures to their nearest GAAP equivalents is provided in the press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of James Pursley as President and Appointment as Class II Director
On October 29, 2026, James Pursley notified the Company of his intention to resign as President of the Company, effective January 1, 2027 (the “Resignation Date”). Mr. Pursley’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Pursley will assist with the transition of his responsibilities ahead of the Resignation Date. The Company is grateful for Mr. Pursley’s contributions to the Company.
On October 29, 2026, following a recommendation by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”), the Board increased its size from six to seven directors and appointed Mr. Pursley to serve as a member of the Board, in each case effective January 4, 2027. Starting January 4, 2027, Mr. Pursley will serve as a Class II director, with a term expiring at the Company’s annual meeting of stockholders to be held in 2027, and until Mr. Pursley’s successor shall have been duly elected and qualified, or until his earlier death, resignation, disqualification or removal. As of the time of the filing of this Form 8-K, the Board does not expect to appoint Mr. Pursley to any committees of the Board.
Mr. Pursley will be eligible to receive the annual cash retainer payable to non-employee directors under the Company’s Non-Employee Director Compensation Program (the “Director Compensation Program”). The Director Compensation Program was previously filed by the Company as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2026 (File No. 001-42657) and is incorporated herein by reference. Consistent with the Director Compensation Program, Mr. Pursley will receive an annual cash retainer of $40,000 for his service on the Board. Mr. Pursley has waived all equity compensation that would otherwise be payable to him under the Director Compensation Program, including the initial and annual awards of restricted stock units ("RSUs") until he ceases to provide services under the Advisor Agreement, as described below.
There is no arrangement or understanding between Mr. Pursley and any other persons pursuant to which Mr. Pursley was selected as a member of the Board. There are also no family relationships between Mr. Pursley and any director or executive officer of the Company and no transaction involving Mr. Pursley that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except with respect to the Advisor Agreement, described below. In connection with his appointment, and in accordance with the Company’s customary practice, the Company expects to enter into a new indemnification agreement with Mr. Pursley on its standard form. The form of indemnification agreement was previously filed by the Company as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 7, 2025 (File No. 333-285682) and is incorporated herein by reference.
Entry into Advisor Agreement with James Pursley
On October 30, 2026, the Company and Mr. Pursley entered into an advisor agreement (the “Advisor Agreement”), effective January 4, 2027, pursuant to which Mr. Pursley will provide advisory services to the Company. Subject to approval by the Compensation Committee of the Board, Mr. Pursley will be entitled to a grant of 40,000 RSUs, vesting in sixteen (16) equal quarterly installments over the four (4) years following February 1, 2027, with the first installment vesting on May 1, 2027, subject to his continued services under the Advisor Agreement. The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the Advisor Agreement, which is filed as Exhibit 10.1 to this Form 8-K.
Appointment of Daniel Perez as President
In connection with Mr. Pursley’s resignation, on October 29, 2026, the Board appointed Daniel Perez, the Company’s Co-Founder and Chief Executive Officer, to also serve as President of the Company, effective as of the Resignation Date. Mr. Perez will continue to serve as Chief Executive Officer and as a member of the Board. Mr. Perez will not receive any additional compensation in connection with his appointment as President. Information regarding Mr. Perez’s existing compensatory arrangements with the Company is set forth under the heading “Executive Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 17, 2026, and is incorporated herein by reference.
Mr. Perez, age 41, is the Company’s co-founder and has served as its Chief Executive Officer and a member of the Board since October 2014. Prior to founding the Company, Mr. Perez was the co-founder and Chief Executive Officer of Oxbridge Biotech Roundtable, a global biotechnology research platform, from June 2011 to May 2016, and the co-founder and Chief Executive Officer of Marblar from January 2011 to September 2014. Mr. Perez holds a B.S. in Biology from Westminster University and attended a Ph.D. program in biochemistry at Oxford University.
There are no arrangements or understandings between Mr. Perez and any other person pursuant to which Mr. Perez was selected as President, and there are no family relationships between Mr. Perez and any director or executive officer of the Company. Information about Mr. Perez’s interest in transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act is set forth under the heading “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 17, 2026, and is incorporated herein by reference. The Company has previously entered into an indemnification agreement with Mr. Perez on the Company’s standard form.
Item 7.01. Regulation FD Disclosure.
On November 2, 2026, the Company posted supplemental investor materials on the investor relations section of its website (ir.hingehealth.com). The Company uses its ir.hingehealth.com website as a means of disclosing material non-public information, announcing upcoming investor conferences and complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s investor relations website in addition to the Company's SEC filings, press releases, public conference calls, and webcasts.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed or furnished herewith:
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” of this Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Exchange Act, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Hinge Health, Inc. | |||||||||||
| Date: | November 2, 2026 | By: | /s/ James Budge | ||||||||
| James Budge, Chief Financial Officer | |||||||||||
Exhibit 10.1
HINGE HEALTH, INC.
October 30, 2026
Via Email
James Pursley
Re: Advisory Services to Hinge Health, Inc.
Dear Jim:
This letter agreement (this “Agreement”) is to confirm our understanding with respect to your role as an advisor to Hinge Health, Inc. (the “Company”). The Company looks forward to a mutually beneficial association with you on the following terms, which are hereby made effective as of January 4, 2027, the date on which you will first start providing advisory services to the Company (the “Effective Date”).
1.Advisory Services. From time to time, members of the Company’s management will contact you to provide advice relating to the Company’s business. You agree to be available for consultations by telephone, email or in person, to advise on such matters, which may include, but are not limited to, providing advisory services for executives and other employees involved in sales and sales strategy and joining strategy calls with the Company’s sales team (hereafter, the “Advisory Services”).
2.Compensation; Equity Grant. You shall receive no cash compensation for your Advisory Services. However, provided you execute this Agreement, you continue to provide Advisory Services hereunder, and you continue to comply with the Precedent Agreements (as defined below) (such continued compliance, the “Compliance Requirement”), subject to approval by the Company’s Board of Directors or the Compensation Committee of the Board of Directors, you shall be granted a restricted stock unit award covering 40,000 shares of Class A common stock of the Company (the “RSUs”) under the Company’s 2025 Incentive Award Plan and in accordance with the Company’s standard granting practices. The terms of the RSUs will be documented by a Restricted Stock Unit Award Grant Notice which will be delivered to you after the grant date. The RSUs will vest in sixteen (16) equal quarterly installments over the four (4) years following the Vesting Commencement Date (which will be February 1, 2027), with the first installment vesting on the three-month anniversary of the Vesting Commencement Date, in each case subject to your continuous service and your satisfaction of the Compliance Requirement through each applicable vesting date. For purposes of this Agreement, “Precedent Agreements” shall mean (1) the Employee Confidential Information and Inventions Agreement that you previously executed (the “Confidentiality Agreement”) and (2) this Agreement.
3.Continuing Obligations. Regardless of whether you execute this Agreement, you remain bound by your obligations under the Confidentiality Agreement and you agree to comply with all such obligations while you provide Advisory Services and thereafter pursuant to the terms thereof.
4.Reimbursement of Expenses. The Company will reimburse you for reasonable out-of-pocket expenses that you incur in connection with the Advisory Services that have been approved in advance by the Company’s Chief Executive Officer or Chief Commercial Officer in writing.
5.Independent Contractor. Your relationship with the Company will be that of an independent contractor, and you will not be an agent, employee or representative of the Company. You understand that you will have no authority to enter into contracts or create obligations on behalf of the Company. Accordingly, you acknowledge that you will not be eligible for any employee benefits and that the Company will not make any tax withholding on your behalf. In the event you receive compensation from the Company in connection with your Advisory Services, you agree that you are obligated to report any such compensation as income, and you agree to pay all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. You agree to indemnify and hold the Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on the Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with any compensation received by you pursuant to this Agreement.
6.Advisory Period and Termination.
a.Advisory Period. This Agreement will commence on the Effective Date and continue until terminated in accordance with the terms of this Agreement (the “Advisory Period”). The provisions of this Agreement shall survive the expiration or termination of this Agreement and your Advisory Services for any reason to the extent necessary to enable the parties to enforce their respective rights under this Agreement.
b.Termination. You or the Company may terminate this Agreement and your Advisory Services for any reason upon ten (10) days’ written notice. The Company may terminate this Agreement and your Advisory Services hereunder immediately for your breach of any provision of the Precedent Agreements.
7.Resignation of Employment; Prior Equity Awards. You and the Company acknowledge and agree that you have voluntarily resigned your employment with the Company, including your position as President and any other positions you hold as an officer or director of the Company or any of its subsidiaries, effective January 1, 2027 (the “Separation Date”). You acknowledge and agree that, as a result of your voluntary resignation, you will not be entitled to any severance or change of control payments or benefits under the Employment Agreement between you and the Company dated January 15, 2021 (the “Employment Agreement”) or the Change in Control and Severance Agreement between you and the Company dated August 15, 2025 (the “Severance Agreement”) and that the Employment Agreement and the Severance Agreement will terminate in their entirety on the Separation Date (except that Section 5.6 (Indemnification; D&O Coverage) of the Employment Agreement and any indemnification agreement between you and the Company will survive in accordance with their terms) and thereafter have no force or effect. You also acknowledge and agree that your resignation is not for “Good Reason” (as defined in the Employment Agreement and the Severance Agreement). You further acknowledge and agree that, notwithstanding your provision of Advisory Services hereunder, (a) your continuous service will terminate on the Separation Date for purposes of all stock options, restricted stock units and other equity awards granted to you by the Company prior to the Effective Date (the “Prior Awards”); (b) any portion of the Prior Awards that is unvested as of the Separation Date will be forfeited and cancelled on the Separation Date without consideration; and (c) any vested portion of the Prior Awards will remain subject to the terms of the applicable equity plan and award agreement, including any post-termination exercise period for vested stock options, which will begin on the Separation Date.
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8.Company Policies; Code of Conduct. You hereby acknowledge and agree to comply with all applicable Company policies, including, but not limited to, the Company’s Code of Business Conduct and Ethics, Insider Trading Policy, and other corporate policies as are applicable to you during the Advisory Period, including, without limitation, with respect to conflicts of interest.
9.No Conflicting Obligations. You understand and agree that by signing this Agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the Advisory Period, enter into any oral or written agreement in conflict with any of the provisions of this Agreement or the Company’s policies. You will not use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and the Company will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties.
10.Property of the Company. For purposes of this Agreement, “Designs and Materials” shall mean all designs, discoveries, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information and materials made, conceived or developed by you alone or with others that result from or that are made, conceived or developed in connection with the services you provide to the Company pursuant to this Agreement. You hereby irrevocably transfer and assign to the Company any and all of your right, title and interest in and to Designs and Materials, including but not limited to all copyrights, patent rights, trade secrets, trademarks and moral rights. You agree: (a) to disclose promptly in writing to the Company all Designs and Materials; (b) to cooperate with and assist the Company to apply for, and to execute any applications and/or assignments to obtain, any patent, copyright, trademark or other legal protection for Designs and Materials in the Company’s name as the Company deems appropriate; and (c) to otherwise treat all Designs and Materials as “Confidential Information,” as defined below.
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11.Confidential Information. You recognize that, in the course of performing your services under this Agreement, you will acquire information and materials from the Company and knowledge about information of a confidential or secret nature concerning the Company, including without limitation, knowledge about the Company’s business, products and planned products, marketing plans, financial information, forecasts, personnel, customers, clients, suppliers, experimental work and programming techniques. All such knowledge, information and materials acquired, the existence, terms and conditions of this Agreement, and all Designs and Materials, are and will be the trade secrets and confidential and proprietary information of the Company (collectively, the “Confidential Information”). Confidential Information will not include, however, any information which is or becomes part of the public domain through no fault of yours or that the Company regularly gives to third parties without restriction on use or disclosure. You agree to hold all such Confidential Information in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise (including without limitation lecturing upon or publishing articles concerning Confidential Information), except in performing your obligations under this Agreement, and not to allow any unauthorized person access to it. You agree to return to the Company promptly upon request, and in any event after termination of this Agreement, any and all records, paper, media or other embodiment containing any Confidential Information. Nothing in this Section 11 or otherwise in this Agreement shall limit or restrict in any way your immunity from liability for disclosing the Company’s trade secrets as specifically permitted by 18 U.S. Code Section 1833, the pertinent provisions of which are attached hereto as Exhibit 1.
12.Non-Solicitation. During the Exclusivity Period (as defined below), you will not directly or indirectly solicit away any employees or consultants of the Company or its subsidiaries for your benefit or for the benefit of any other person or entity.
13.Exclusivity; Post-Termination Non-Competition.
a.Definitions. For purposes of this Section 13: (i) “Competitor” means each entity listed on Exhibit 2, together with, to the extent they offer Competing Services, any Affiliates, successors, or acquirer of all or substantially all of the business of a listed entity; (ii) “Competing Services” means digital health programs or services, including through the use of AI-enabled care models, remote or virtual physical therapy, and related wearable or sensor-based technologies, as well as platforms or services for connecting to Centers of Excellence and Networks of Excellence; (iii) “Affiliate” means any entity that controls, is controlled by, or is under common control with the relevant entity; and (iv) “Exclusivity Period” means the Advisory Period and the twelve (12)-month period following the termination of the Advisory Period.
b.Restrictions during Exclusivity Period. During the Exclusivity Period, you will not, directly or indirectly, provide advisory, consulting, board, employment, or similar services to any Competitor about Competing Services. This restriction applies whether you act as an individual, through an entity, or on behalf of any other person.
c.Permitted Activities. This Section 13 does not restrict you from: (i) holding up to two percent (2%) of any class of publicly traded securities of a Competitor as a passive investment or (ii) academic teaching, publishing, or speaking that does not use or disclose Confidential Information.
d.Exclusivity Consideration. You acknowledge that the RSUs are granted specifically in exchange for the restriction in this Section 13. The parties agree the RSUs are fair and adequate consideration for that restriction.
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e.Breach. If you breach this Section 13, the Company may: (i) terminate this Agreement immediately; (ii) cause any portion of the RSUs that has not vested to be forfeited and cancelled without consideration; and (iii) pursue any other remedy available at law or in equity.
f.Exhibit Updates. Exhibit 2 may be amended only by mutual written agreement.
g.Advice of Counsel. The Company hereby advises you to consult with an attorney of your choosing before signing this Agreement, including with respect to this Section 13. You acknowledge that you were given at least fourteen (14) calendar days to review this Agreement before the Effective Date. If you sign this Agreement less than fourteen (14) calendar days after receipt of this Agreement for review, you acknowledge that you have done so voluntarily.
14.Governing Law; Severability; Integration. The terms contained in this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to that body of laws pertaining to conflict of laws, and can be amended only in writing and by joint agreement of both you and the Company. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable provision had (to the extent not enforceable) never been contained in this Agreement. This Agreement constitutes the complete and exclusive understanding and agreement of you and the Company and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof (including the Employment Agreement and the Severance Agreement), except for the Confidentiality Agreement, the equity plans and award agreements governing the Prior Awards, Section 5.6 of the Employment Agreement and any indemnification agreement between you and the Company. This Agreement may be executed in two or more counterparts, including by electronic signature transmission, with the same force and effect as if each of the signatories had executed the same instrument.
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15.Arbitration. Except as excluded below, any controversy, dispute or claim arising out of or relating to (i) this Agreement or the breach thereof, or (ii) your Advisory Services, including any such controversy, dispute or claim against any of the Company’s parents, subsidiaries, affiliates, successors, officers, directors, employees or agents in their capacity as such (each, a “Covered Claim”) shall be resolved by final and binding arbitration administered by JAMS. The arbitration shall be conducted by a single, neutral arbitrator in the Chicago, Illinois metropolitan area, pursuant to JAMS’s Employment Arbitration Rules & Procedures, available at https://www.jamsadr.com/rules-employment-arbitration/English, as in effect at the time of the initiation of arbitration, which the Company will provide to you upon reasonable request. Except as otherwise required by applicable law, the arbitrator shall have the authority to determine the enforceability, validity and scope of this Section 15 and whether a claim is arbitrable; provided, that any claim that the class or collective action waiver in this Section 15 is invalid or unenforceable shall be determined only by a court of competent jurisdiction. The arbitrator shall have the authority to decide dispositive motions, including motions for summary judgment or summary adjudication, and shall provide the parties with a written decision explaining the arbitrator’s findings and conclusions. Notwithstanding anything in this Agreement to the contrary, this Section 15 shall be governed by and enforceable pursuant to the Federal Arbitration Act, and, in all other respects, the arbitrator shall apply the substantive laws of the State of Illinois as provided in Section 14 or applicable federal law, with the same statutes of limitation and available remedies that would apply if the claims were brought in a court of law of competent jurisdiction. The costs unique to arbitration, including the arbitration administrative fees, arbitrator compensation and expenses, and the costs of any witnesses called by the arbitrator, that would not be incurred in a court proceeding shall be borne by the Company. Unless otherwise ordered by the arbitrator under applicable law, the Company and you shall each bear its or your own expenses, such as expert witness fees, filing fees, and attorneys’ fees and costs. Nothing herein shall prevent the Company or you from seeking a statutory award of reasonable attorneys’ fees and costs under applicable law. THE COMPANY AND YOU RECOGNIZE THAT, BY AGREEING TO ARBITRATE COVERED CLAIMS, EACH WAIVES ITS OR YOUR RIGHT TO A TRIAL BY JURY OF ANY COVERED CLAIM. THE COMPANY AND YOU EACH WAIVE ITS OR YOUR RIGHT TO BRING ANY COVERED CLAIM AS PART OF OR IN CONNECTION WITH A CLASS OR COLLECTIVE ACTION. Notwithstanding the foregoing, this Section 15 shall not preclude either party from seeking a temporary restraining order or a preliminary injunction from a court of competent jurisdiction, including to enforce the Precedent Agreements, if such relief is not available in a timely fashion through arbitration. Further, this Section 15 shall not apply to: (a) claims for unemployment and workers’ compensation benefits; (b) sexual harassment and sexual assault disputes arising under federal, state, local, or tribal law, unless you elect to arbitrate such disputes; (c) claims arising under the National Labor Relations Act or which are brought before the National Labor Relations Board; (d) claims brought before the Equal Employment Opportunity Commission or similar state or local agency, if you are required to exhaust your administrative remedies; provided, that any appeal from an award or denial of an award by any such agency or any further action upon receipt of a right-to-sue letter shall be arbitrated pursuant to this Section 15; and (e) any other claim which by law cannot be subject to mandatory arbitration.
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16.Section 409A. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A of the Code to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A of the Code to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A of the Code, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A of the Code under another provision of Section 409A of the Code. Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A of the Code.
If the foregoing represents your understanding of your role as an advisor to the Company, please sign below and return the executed Agreement to me.
Very truly yours,
Hinge Health, Inc.
By: /s/ Daniel Perez
Daniel Perez
Title: Chief Executive Officer
Date: 10/30/2026
AGREED AND CONSENTED TO:
/s/ James Pursley
James Pursley
Date: 10/30/2026
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EXHIBIT 1 TO ADVISOR AGREEMENT
DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE:
18 U.S. Code Section 1833 provides as follows:
Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made, (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
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EXHIBIT 2 TO ADVISOR AGREEMENT
1. Omada Health, Inc.
2. Oshi Health, Inc.
3. Sword Health, Inc.
4. Carrum Health, Inc.
5. Employer Direct Healthcare, LLC dba Lantern Specialty Care or Lantern Specialty Solutions
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Exhibit 99.1
Hinge Health reports record third quarter 2026 financial results
•Revenue increased 52% year-over-year to $235 million
•Free cash flow of $113 million, representing a 48% free cash flow margin
•2026 revenue guidance midpoint raised to $880 million, reflecting 50% year-over-year growth
•2026 non-GAAP operating margin midpoint raised to 30%, reflecting ~1,000 bps improvement year-over-year
San Francisco, California – November 2, 2026 – Hinge Health, Inc. (NYSE: HNGE) today announced financial results for the third quarter ended September 30, 2026 and provided a business update.
“Our strong performance continues to reflect our ability to deliver exceptional clinical outcomes, a better healthcare experience and lower client costs at scale," said Daniel Perez, Co-Founder and CEO, Hinge Health. "This focus on the triple aim, via a technology platform that scales and automates care delivery, is also resulting in a record sales season. Our client base is up almost 30% YoY for our MSK Care Program, roughly 40% for our GI Care Program since our acquisition announcement of Cylinder Health in August, and has nearly doubled for our Migraine Care Program since last quarter."
Third Quarter Financial Highlights:
•Revenue increased 52% year-over-year to $235.0 million compared to revenue of $154.2 million in Q3 2025.
•GAAP gross margin was 87% compared to 82% in Q3 2025. Non-GAAP gross margin was 88% compared to 83% in Q3 2025.
•GAAP income from operations increased to $50.3 million compared to GAAP loss from operations of $6.1 million in Q3 2025. Non-GAAP income from operations increased 154% to $77.2 million compared to $30.4 million in Q3 2025.
•GAAP operating margin was 21% compared to (4)% in Q3 2025. Non-GAAP operating margin was 33% compared to 20% in Q3 2025.
•GAAP diluted net income per share was $0.66 compared to a GAAP diluted net loss per share of $0.02 in Q3 2025. Non-GAAP diluted net income per share was $0.71 compared to $0.32 in Q3 2025.
•Net cash provided by operating activities increased to $114.6 million compared to $82.4 million in Q3 2025. Free cash flow increased to $112.7 million compared to $81.3 million in Q3 2025.
•Cash, cash equivalents, marketable securities and restricted cash were $358.5 million as of September 30, 2026.
Company Highlights and Key Metrics:
•LTM calculated billings increased 54% year-over-year to $960.3 million as of September 30, 2026, compared to $624.2 million as of September 30, 2025.
•Number of clients increased 28% year-over-year to 3,270 clients as of September 30, 2026, compared to 2,560 clients as of September 30, 2025.
Leadership Update
We also announced that Jim Pursley will step down as President, effective January 1, 2027, and will join our Board of Directors, effective January 4, 2027. Following this transition, Aaryn Pure will lead the commercial organization as Chief Commercial Officer.
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“We wouldn't be the company we are today if not for Jim,” said Daniel Perez, Co-Founder and CEO, Hinge Health. “He's been instrumental in our scaling to over 3,200 clients. I'm grateful for all he's done and that he'll continue contributing to our success as a board member and advisor.”
Financial Outlook:
We are providing the following guidance for our fourth quarter 2026 and full year 2026:
•Q4 2026: We expect revenue to be between $249 million and $251 million, reflecting year-over-year growth of 46% at the midpoint. We expect non-GAAP income from operations to be between $81 million and $83 million, reflecting year-over-year growth of 71% and non-GAAP operating margin of 33% at the midpoint, a ~470 bps increase over Q4 2025.
•Full Year 2026: We are raising our revenue guidance to be between $879 million and $881 million, reflecting year-over-year growth of 50% at the midpoint. We are raising our non-GAAP income from operations guidance to be between $266 million and $268 million, reflecting year-over-year growth of 123% and non-GAAP operating margin of 30% at the midpoint, a ~1,000 bps increase over 2025.
Statement Regarding Use of Non-GAAP Financial Measures
This press release uses non-GAAP financial measures, which are not calculated in accordance with generally accepted accounting principles of the United States (GAAP). For more information about these non-GAAP financial measures, including the limitations of such measures, and for a reconciliation of each measure to the most directly comparable measure calculated in accordance with GAAP, please see the “Non-GAAP Financial Measures” section below.
Moreover, we have not reconciled our non-GAAP income from operations and non-GAAP operating margin guidance to GAAP income from operations and GAAP operating margin because we do not and are not able to provide guidance for GAAP income from operations due to the uncertainty and potential variability of stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and adjustments, such as acquisition-related expense, which are reconciling items between non-GAAP and GAAP income from operations and operating margin. Because such items cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measures. However, such items could have a significant impact on our future GAAP income from operations.
Hinge Health Earnings Webcast
We will host a conference call and webcast for investors on November 2, 2026 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss our financial results, business highlights and financial outlook. The live webcast of the conference call can be accessed by registering online at ir.hingehealth.com/events-presentations. Following completion of the event, a webcast replay will also be available at ir.hingehealth.com for 12 months.
About Hinge Health
Hinge Health is focused on scaling and automating the delivery of health care. Leveraging an AI-powered care model, connected hardware and access to expert clinicians, Hinge Health delivers personalized, evidence-based care that improves member outcomes and experiences while reducing costs for clients. The company is headquartered in San Francisco, California.
Available Information
Our investors and others should note that we announce material information to the public about our company, products and services, and other matters related to our company through a variety of means, including filings with the U.S. Securities and Exchange Commission (“SEC”), the investor relations page on our website (ir.hingehealth.com), press releases, public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our obligations under Regulation FD.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding the integration, timing and anticipated benefits and synergies associated with the acquisition of Cylinder Health, statements regarding our expectations regarding our financial position and operating performance, including our outlook and guidance for the fourth quarter of 2026 and guidance for full year 2026 and our assumptions underlying such guidance; our planned leadership transitions; our ability to drive future growth and execute on our goals and strategies; and our expectations regarding our product innovation, including with respect to our Migraine Care Program and the anticipated launch of our integrated Gastrointestinal Care Program in 2027. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including those more fully described in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 3, 2026 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, when filed with the SEC. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligations to update any forward-looking statements, except as required by law.
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HINGE HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except par value data)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 211,553 | $ | 207,995 | ||||||||||
| Short-term marketable securities | 83,102 | 155,867 | ||||||||||||
Accounts receivable, net of allowance for credit losses of $7,647 and $6,092 as of September 30, 2026 and December 31, 2025, respectively | 148,532 | 66,061 | ||||||||||||
| Deferred commissions | 46,599 | 31,344 | ||||||||||||
| Inventory | 19,186 | 15,636 | ||||||||||||
| Prepaid expenses and other current assets | 58,891 | 57,001 | ||||||||||||
| Total current assets | 567,863 | 533,904 | ||||||||||||
| Long-term marketable securities | 59,542 | 113,172 | ||||||||||||
| Goodwill | 113,030 | 64,096 | ||||||||||||
| Intangible assets, net | 68,328 | 2,512 | ||||||||||||
| Property, equipment and software, net | 13,989 | 10,490 | ||||||||||||
| Operating lease right-of-use assets | 33,317 | 6,861 | ||||||||||||
| Other assets | 18,012 | 13,726 | ||||||||||||
| Total assets | $ | 874,081 | $ | 744,761 | ||||||||||
| Liabilities, redeemable convertible preferred stock and stockholders’ equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable and accrued liabilities | $ | 80,816 | $ | 57,331 | ||||||||||
| Operating lease liabilities | 4,721 | 4,223 | ||||||||||||
| Deferred revenue | 459,174 | 300,855 | ||||||||||||
| Total current liabilities | 544,711 | 362,409 | ||||||||||||
| Operating lease liabilities, noncurrent | 29,157 | 3,816 | ||||||||||||
| Deferred tax liabilities | 795 | — | ||||||||||||
| Total liabilities | 574,663 | 366,225 | ||||||||||||
| Redeemable convertible preferred stock: | ||||||||||||||
| Redeemable convertible preferred stock; $0.00001 par value | — | 199,874 | ||||||||||||
| Stockholders’ equity: | ||||||||||||||
| Class A common stock, $0.00001 par value | — | — | ||||||||||||
| Class B common stock, $0.00001 par value | — | — | ||||||||||||
| Additional paid-in capital | 1,215,118 | 1,229,678 | ||||||||||||
| Accumulated other comprehensive loss | (921) | (20) | ||||||||||||
| Accumulated deficit | (914,779) | (1,050,996) | ||||||||||||
| Total stockholders’ equity | 299,418 | 178,662 | ||||||||||||
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ | 874,081 | $ | 744,761 | ||||||||||
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HINGE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenue | $ | 234,970 | $ | 154,211 | $ | 630,094 | $ | 417,134 | ||||||||||||||||||
| Cost of revenue | 30,640 | 28,012 | 87,582 | 92,939 | ||||||||||||||||||||||
| Gross profit | 204,330 | 126,199 | 542,512 | 324,195 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Research and development | 37,473 | 31,921 | 101,868 | 335,382 | ||||||||||||||||||||||
| Sales and marketing | 85,241 | 63,520 | 235,451 | 257,464 | ||||||||||||||||||||||
| General and administrative | 31,291 | 36,851 | 82,359 | 304,976 | ||||||||||||||||||||||
| Total operating expenses | 154,005 | 132,292 | 419,678 | 897,822 | ||||||||||||||||||||||
| Income (loss) from operations | 50,325 | (6,093) | 122,834 | (573,627) | ||||||||||||||||||||||
| Other income: | ||||||||||||||||||||||||||
| Other income, net | 3,392 | 4,455 | 11,255 | 14,147 | ||||||||||||||||||||||
| Net income (loss) before income taxes | 53,717 | (1,638) | 134,089 | (559,480) | ||||||||||||||||||||||
| (Benefit from) provision for income taxes | (3,681) | 206 | (2,128) | 876 | ||||||||||||||||||||||
| Net income (loss) | $ | 57,398 | $ | (1,844) | $ | 136,217 | $ | (560,356) | ||||||||||||||||||
| Adjustment to reflect deemed contribution from Series D and Series E redeemable convertible preferred stock extinguishment | — | — | — | 104,174 | ||||||||||||||||||||||
| Income allocated to participating securities | — | — | (2,051) | — | ||||||||||||||||||||||
| Net income (loss) attributable to common stockholders, basic | $ | 57,398 | $ | (1,844) | $ | 134,166 | $ | (456,182) | ||||||||||||||||||
| Net income (loss) attributable to common stockholders, diluted | $ | 57,398 | $ | (1,844) | $ | 134,307 | $ | (456,182) | ||||||||||||||||||
| Net income (loss) attributable to common stockholders per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.71 | $ | (0.02) | $ | 1.69 | $ | (9.88) | ||||||||||||||||||
| Diluted | $ | 0.66 | $ | (0.02) | $ | 1.58 | $ | (9.88) | ||||||||||||||||||
| Weighted average shares used in computing net income (loss) per share attributable to common stockholders: | ||||||||||||||||||||||||||
| Basic | 80,868 | 78,858 | 79,493 | 46,173 | ||||||||||||||||||||||
| Diluted | 86,526 | 78,858 | 85,073 | 46,173 | ||||||||||||||||||||||
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HINGE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Operating activities: | ||||||||||||||||||||||||||
| Net income (loss) | $ | 57,398 | $ | (1,844) | $ | 136,217 | $ | (560,356) | ||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||||||||||||||
| Depreciation and amortization | 2,221 | 1,264 | 4,455 | 3,910 | ||||||||||||||||||||||
| Stock-based compensation | 19,540 | 34,847 | 50,324 | 625,837 | ||||||||||||||||||||||
| Amortization of deferred commissions | 21,716 | 12,566 | 57,006 | 32,436 | ||||||||||||||||||||||
| Accretion of discounts and amortization of premiums on marketable securities, net | 551 | 50 | 1,255 | 376 | ||||||||||||||||||||||
| Non-cash operating lease expense | 1,152 | 861 | 2,986 | 2,549 | ||||||||||||||||||||||
| Provision for credit losses | 914 | 560 | 2,527 | 3,340 | ||||||||||||||||||||||
| Deferred taxes | (3,313) | 50 | (3,300) | 146 | ||||||||||||||||||||||
| Other | — | 4 | (2) | 2 | ||||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||||||||
| Accounts receivable | (18,418) | 11,974 | (79,402) | (47,610) | ||||||||||||||||||||||
| Deferred commissions | (25,167) | (10,670) | (74,246) | (38,320) | ||||||||||||||||||||||
| Inventory | (2,119) | 175 | (3,251) | (2,939) | ||||||||||||||||||||||
| Prepaid expenses and other current assets | 9,405 | (1,393) | (1,915) | (8,002) | ||||||||||||||||||||||
| Other assets | 492 | (7,664) | 165 | (8,149) | ||||||||||||||||||||||
| Accounts payable and accrued liabilities | 9,998 | 17,993 | 12,590 | 24,990 | ||||||||||||||||||||||
| Operating lease liabilities | (898) | (932) | (3,052) | (2,724) | ||||||||||||||||||||||
| Deferred revenue | 41,130 | 24,557 | 156,741 | 82,062 | ||||||||||||||||||||||
| Net cash provided by operating activities | 114,602 | 82,398 | 259,098 | 107,548 | ||||||||||||||||||||||
| Investing activities: | ||||||||||||||||||||||||||
| Purchase of property and equipment | (376) | (52) | (582) | (300) | ||||||||||||||||||||||
| Capitalized internal use software | (1,568) | (1,065) | (4,746) | (3,401) | ||||||||||||||||||||||
| Purchases of marketable securities | — | (142,898) | (89,877) | (318,180) | ||||||||||||||||||||||
| Maturities of marketable securities | 44,157 | 85,258 | 214,117 | 249,814 | ||||||||||||||||||||||
| Acquisition of a business, net of cash acquired | (97,353) | — | (97,353) | (4,000) | ||||||||||||||||||||||
| Cash paid for an asset acquisition | (9,036) | — | (9,036) | — | ||||||||||||||||||||||
| Net cash provided by (used in) investing activities | (64,176) | (58,757) | 12,523 | (76,067) | ||||||||||||||||||||||
| Financing activities: | ||||||||||||||||||||||||||
| Proceeds from exercise of common stock options | 202 | 531 | 882 | 787 | ||||||||||||||||||||||
| Issuance of common stock in connection with the employee stock purchase plan | — | — | 7,276 | — | ||||||||||||||||||||||
| Proceeds from issuance of common stock in initial public offering, net of issuance costs | — | — | — | 255,675 | ||||||||||||||||||||||
| Repurchase and retirement of common stock | (25,893) | — | (157,384) | — | ||||||||||||||||||||||
| Tax withholdings on settlement of restricted stock units and performance-based restricted stock units | (96,565) | — | (116,356) | (272,258) | ||||||||||||||||||||||
| Payment on Repurchase Agreement with Coatue | — | — | — | (50,000) | ||||||||||||||||||||||
| Proceeds from repayment of non-recourse loans to employees | — | — | — | 4,934 | ||||||||||||||||||||||
| Payments for deferred offering costs | — | — | — | (10,061) | ||||||||||||||||||||||
| Net cash provided by (used in) financing activities | (122,256) | 531 | (265,582) | (70,923) | ||||||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (71,830) | 24,172 | 6,039 | (39,442) | ||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 287,665 | 238,972 | 209,796 | 302,586 | ||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 215,835 | $ | 263,144 | $ | 215,835 | $ | 263,144 | ||||||||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the unaudited condensed consolidated balance sheets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 211,553 | $ | 261,342 | $ | 211,553 | $ | 261,342 | ||||||||||||||||||
| Restricted cash | 4,282 | 1,802 | 4,282 | 1,802 | ||||||||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | 215,835 | $ | 263,144 | $ | 215,835 | $ | 263,144 | ||||||||||||||||||
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Glossary of Terms
LTM Calculated Billings: We believe calculated billings on a last 12-months basis helps investors better understand our performance for a particular period given the seasonality in our model due to quarterly fluctuations based on the timing of new client launches. We anticipate that this seasonality will continue and therefore focus on LTM calculated billings. Our revenue generally does not reflect this seasonality and these quarterly fluctuations given that we recognize revenue ratably over the term that members have access to our platform. LTM calculated billings are defined as total revenue, plus the change in deferred revenue, less the change in contract assets for a given 12-month period.
Clients: We view this number as an important metric to assess the performance of our business as an increased number of clients drives growth, increases brand awareness, and helps provide scale to our business. Clients are defined as businesses or organizations, which we call entities, that have at least one active agreement with us at the end of a particular period. Entities that procure our platform through our partners are counted as individual clients. We do not count our partners as clients, unless they also separately have at least one active client agreement with us. When a partner has an agreement with us for their fully-insured population, that partner is deemed to be one client, despite there being multiple fully-insured employers within that entity that have access to our platform.
Non-GAAP Financial Measures
In addition to our results prepared in accordance with GAAP, we believe the following non-GAAP financial measures, including non-GAAP gross profit and gross margin, non-GAAP income from operations and operating margin, non-GAAP operating expenses, non-GAAP net income attributable to common stockholders, diluted, non-GAAP net income per share attributable to common stockholders, diluted (which we refer to as "non-GAAP diluted net income per share") and free cash flow and free cash flow margin included in this press release, provide users of our financial information with additional useful information in evaluating our performance and liquidity and allow them to more readily compare our results across periods without the effect of non-cash and other items as detailed below. Additionally, our management and board of directors use our non-GAAP financial measures to evaluate our performance and liquidity, identify trends and make strategic decisions.
There are limitations to the use of the non-GAAP financial measures presented in this press release. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Our non-GAAP financial measures should not be considered in isolation or as alternatives to gross profit, gross margin, income from operations, net income attributable to common stockholders, net income per share attributable to common stockholders, net cash provided by operating activities or any other measure of financial performance calculated and presented in accordance with GAAP.
Non-GAAP Gross Profit and Gross Margin
We define non-GAAP gross profit as gross profit presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and acquisition-related expenses. We define non-GAAP gross margin as non-GAAP gross profit divided by revenue.
The principal limitation of non-GAAP gross profit and non-GAAP gross margin is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
Non-GAAP Income From Operations and Operating Margin
We define non-GAAP income from operations as income (loss) from operations presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and acquisition-related expenses. We define non-GAAP operating margin as non-GAAP income from operations divided by revenue.
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The principal limitation of non-GAAP income from operations and non-GAAP operating margin is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
Non-GAAP Operating Expenses
We define non-GAAP operating expenses as operating expenses presented in accordance with GAAP, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation expense, employer payroll tax expense related to stock-based compensation, amortization of intangible assets and acquisition-related expenses.
The principal limitation of non-GAAP research and development expenses, non-GAAP sales and marketing expenses and non-GAAP general and administrative expenses is that they exclude significant expenses that are required by GAAP to be recorded in our unaudited condensed consolidated financial statements, including non-cash expenses, and the impact of non-recurring charges that we do not consider to be indicative of our ongoing core operations.
Non-GAAP Net Income Attributable to Common Stockholders, Diluted and Non-GAAP Net Income Per Share Attributable to Common Stockholders, Diluted
We define non-GAAP net income attributable to common stockholders, diluted and non-GAAP net income per share attributable to common stockholders, diluted (which we refer to as “non-GAAP diluted net income per share”) as GAAP net income attributable to common stockholders and GAAP net income per share attributable to common stockholders, diluted, respectively, adjusted to exclude non-cash, non-operational and non-recurring items, including stock-based compensation, employer payroll taxes related to stock-based compensation, amortization of intangible assets, acquisition-related expenses and the income tax effects related to non-GAAP adjustments.
Free Cash Flow and Free Cash Flow Margin
We define free cash flow as net cash provided by operating activities plus cash used for employer payroll taxes at IPO related to stock-based compensation less purchases of property, equipment and software (including capitalized internal-use software). We believe that free cash flow is a helpful indicator of liquidity that provides information to management and investors about the amount of cash generated or used by our operations that, after taking into account the employer payroll taxes paid as part of the vesting of shares at IPO as well as investments in property, equipment and software (including capitalized internal-use software), can be used for strategic initiatives, including investing in our business, acquisitions, and strengthening our financial position. The principal limitation of free cash flow is that it does not represent the total increase or decrease in our cash balance for a given period. We define free cash flow margin as free cash flow divided by revenue.
We adjust the following items from one or more of our non-GAAP financial measures:
Stock-based compensation expense. We exclude stock-based compensation expense, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding our operating performance.
Employer payroll tax expense related to stock-based compensation. We exclude expenses for employer payroll taxes related to stock-based compensation from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, this expense is tied to the exercise, vesting or sale of underlying equity awards and the price of our common stock at the time of exercise, vesting or sale which may vary from period to period independent of the operating performance of our business.
Amortization of intangible assets. We exclude amortization of intangible assets, which is a non-cash expense, from certain of our non-GAAP financial measures. Our expenses for amortization of intangible assets are inconsistent in amount and frequency because they are significantly affected by the timing, size of acquisitions and the inherent subjective nature of purchase price allocations. We exclude these amortization expenses because we do not believe these expenses have a direct correlation to the operating performance of our business.
Acquisition-related expenses. We exclude certain charges that are attributable to acquiring businesses. We exclude these charges because we do not believe these charges have a direct correlation to the operating performance of our business.
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Income tax effect of non-GAAP adjustments. We exclude the valuation allowance that is attributable to our non-GAAP income beginning in 2025. For the three and nine months ended September 30, 2026 we used a forecasted annual tax rate of 24% and for the three and nine months ended September 30, 2025 we used an annual tax rate of 20%. These tax rates reflect current available information, as well as other factors and assumptions. We will periodically re-evaluate this tax rate, as necessary, for significant events, relevant tax law changes, material changes in the forecasted geographic earnings mix, and any significant transactions.
9
HINGE HEALTH, INC.
(unaudited)
(in thousands, except percentages)
Reconciliation of GAAP to Non-GAAP Financial Measures:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP gross profit | $ | 204,330 | $ | 126,199 | $ | 542,512 | $ | 324,195 | ||||||||||||||||||
| GAAP gross margin | 87 | % | 82 | % | 86 | % | 78 | % | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
Stock-based compensation expense (1) | 959 | 1,401 | 2,924 | 17,842 | ||||||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | 134 | 40 | 284 | 933 | ||||||||||||||||||||||
| Amortization of intangible assets | 649 | 224 | 1,098 | 630 | ||||||||||||||||||||||
| Acquisition-related expenses | 80 | — | 80 | — | ||||||||||||||||||||||
| Non-GAAP gross profit | $ | 206,152 | $ | 127,864 | $ | 546,898 | $ | 343,600 | ||||||||||||||||||
| Non-GAAP gross margin | 88 | % | 83 | % | 87 | % | 82 | % | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP income (loss) from operations | $ | 50,325 | $ | (6,093) | $ | 122,834 | $ | (573,627) | ||||||||||||||||||
| GAAP operating margin | 21 | % | (4) | % | 19 | % | (138) | % | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
Stock-based compensation expense (1) | 19,540 | 34,847 | 50,324 | 625,837 | ||||||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | 3,516 | 228 | 6,316 | 14,455 | ||||||||||||||||||||||
| Amortization of intangible assets | 1,211 | 224 | 1,660 | 630 | ||||||||||||||||||||||
| Acquisition-related expenses | 2,617 | 1,171 | 3,751 | 4,139 | ||||||||||||||||||||||
| Non-GAAP income from operations | $ | 77,209 | $ | 30,377 | $ | 184,885 | $ | 71,434 | ||||||||||||||||||
| Non-GAAP operating margin | 33 | % | 20 | % | 29 | % | 17 | % | ||||||||||||||||||
(1)Stock-based compensation expense:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Cost of revenue | $ | 959 | $ | 1,401 | $ | 2,924 | $ | 17,842 | ||||||||||||||||||
| Research and development | 7,551 | 8,259 | 18,102 | 257,068 | ||||||||||||||||||||||
| Sales and marketing | 6,050 | 5,960 | 16,019 | 101,010 | ||||||||||||||||||||||
| General and administrative | 4,980 | 19,227 | 13,279 | 249,917 | ||||||||||||||||||||||
| Total stock-based compensation expense | $ | 19,540 | $ | 34,847 | $ | 50,324 | $ | 625,837 | ||||||||||||||||||
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HINGE HEALTH, INC.
(unaudited)
(in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP net income (loss) attributable to common stockholders, diluted | $ | 57,398 | $ | (1,844) | $ | 134,307 | $ | (456,182) | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
Stock-based compensation expense (1) | 19,540 | 34,847 | 50,324 | 625,837 | ||||||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | 3,516 | 228 | 6,316 | 14,455 | ||||||||||||||||||||||
| Amortization of intangible assets | 1,211 | 224 | 1,660 | 630 | ||||||||||||||||||||||
| Acquisition-related expenses | 2,617 | 1,171 | 3,751 | 4,139 | ||||||||||||||||||||||
| Income tax effect of non-GAAP adjustments | (23,025) | (6,763) | (49,201) | (16,240) | ||||||||||||||||||||||
| Other dilutive | — | (822) | (180) | (56,039) | ||||||||||||||||||||||
| Non-GAAP net income attributable to common stockholders, diluted | $ | 61,257 | $ | 27,041 | $ | 146,977 | $ | 116,600 | ||||||||||||||||||
| Non-GAAP net income attributable to common stockholders per share, diluted | $ | 0.71 | $ | 0.32 | $ | 1.73 | $ | 2.12 | ||||||||||||||||||
| Weighted average shares used in computing non-GAAP net income per share attributable to common stockholders, diluted | 86,526 | 84,977 | 85,073 | 55,078 | ||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP net income (loss) per share attributable to common stockholders, diluted | $ | 0.66 | $ | (0.02) | $ | 1.58 | $ | (9.88) | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
Stock-based compensation expense (1) | 0.23 | 0.42 | 0.59 | 11.36 | ||||||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | 0.04 | — | 0.07 | 0.26 | ||||||||||||||||||||||
| Amortization of intangible assets | 0.01 | — | 0.02 | 0.01 | ||||||||||||||||||||||
| Acquisition-related expenses | 0.03 | 0.01 | 0.04 | 0.08 | ||||||||||||||||||||||
| Income tax effect of non-GAAP adjustments | (0.26) | (0.08) | (0.57) | (0.29) | ||||||||||||||||||||||
| Other dilutive | — | (0.01) | — | 0.58 | ||||||||||||||||||||||
Non-GAAP net income per share attributable to common stockholders, diluted (2) | $ | 0.71 | $ | 0.32 | $ | 1.73 | $ | 2.12 | ||||||||||||||||||
(1)For details on stock-based compensation expense, see above.
(2)Some columns may not add due to rounding.
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HINGE HEALTH, INC.
(unaudited)
(in thousands, except percentages)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP research and development | $ | 37,473 | $ | 31,921 | $ | 101,868 | $ | 335,382 | ||||||||||||||||||
| GAAP research and development as a percentage of revenue | 16 | % | 21 | % | 16 | % | 80 | % | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
Stock-based compensation expense (1) | (7,551) | (8,259) | (18,102) | (257,068) | ||||||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | (1,615) | (145) | (2,878) | (7,165) | ||||||||||||||||||||||
| Acquisition-related expenses | (407) | (1,157) | (1,541) | (3,975) | ||||||||||||||||||||||
| Non-GAAP research and development | $ | 27,900 | $ | 22,360 | $ | 79,347 | $ | 67,174 | ||||||||||||||||||
| Non-GAAP research and development as a percentage of revenue | 12 | % | 14 | % | 13 | % | 16 | % | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP sales and marketing | $ | 85,241 | $ | 63,520 | $ | 235,451 | $ | 257,464 | ||||||||||||||||||
| GAAP sales and marketing as a percentage of revenue | 36 | % | 41 | % | 37 | % | 62 | % | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
Stock-based compensation expense (1) | (6,050) | (5,960) | (16,019) | (101,010) | ||||||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | (448) | (27) | (1,229) | (2,657) | ||||||||||||||||||||||
| Amortization of intangible assets | (562) | — | (562) | — | ||||||||||||||||||||||
| Acquisition-related expenses | (49) | — | (49) | — | ||||||||||||||||||||||
| Non-GAAP sales and marketing | $ | 78,132 | $ | 57,533 | $ | 217,592 | $ | 153,797 | ||||||||||||||||||
| Non-GAAP sales and marketing as a percentage of revenue | 33 | % | 37 | % | 35 | % | 37 | % | ||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP general and administrative | $ | 31,291 | $ | 36,851 | $ | 82,359 | $ | 304,976 | ||||||||||||||||||
| GAAP general and administrative as a percentage of revenue | 14 | % | 24 | % | 14 | % | 74 | % | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
Stock-based compensation expense (1) | (4,980) | (19,227) | (13,279) | (249,917) | ||||||||||||||||||||||
| Employer payroll tax expense related to stock-based compensation | (1,319) | (16) | (1,925) | (3,700) | ||||||||||||||||||||||
| Acquisition-related expenses | (2,081) | (14) | (2,081) | (165) | ||||||||||||||||||||||
| Non-GAAP general and administrative | $ | 22,911 | $ | 17,594 | $ | 65,074 | $ | 51,194 | ||||||||||||||||||
| Non-GAAP general and administrative as a percentage of revenue | 10 | % | 11 | % | 10 | % | 12 | % | ||||||||||||||||||
(1)For details on stock-based compensation expense, see above.
12
HINGE HEALTH, INC.
(unaudited)
(in thousands, except percentages)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 114,602 | $ | 82,398 | $ | 259,098 | $ | 107,548 | ||||||||||||||||||
| Operating cash flow margin | 49 | % | 53 | % | 41 | % | 26 | % | ||||||||||||||||||
| Adjustment for employer taxes related to pre-IPO stock-based compensation | — | — | — | 14,227 | ||||||||||||||||||||||
| Less purchases of property, equipment and software (including capitalized internal use software) | (1,944) | (1,117) | (5,328) | (3,701) | ||||||||||||||||||||||
| Free cash flow | $ | 112,658 | $ | 81,281 | $ | 253,770 | $ | 118,074 | ||||||||||||||||||
| Free cash flow margin | 48 | % | 53 | % | 40 | % | 28 | % | ||||||||||||||||||
| Net cash provided by (used in) investing activities | $ | (64,176) | $ | (58,757) | $ | 12,523 | $ | (76,067) | ||||||||||||||||||
| Net cash provided by (used in) financing activities | $ | (122,256) | $ | 531 | $ | (265,582) | $ | (70,923) | ||||||||||||||||||
Investor Relations Contact:
ir@hingehealth.com
Media Contact:
media@hingehealth.com
13