Hinge Health, Inc.

Previous wording

We are a research-led organization and we routinely expand our platform with new programs, capabilities, and features. Over the last three years, we: launched new programs to address six additional affected areas; launched Enso to deliver a non-addictive, non-invasive alternative for pain relief; developed HingeConnect for real-time care interventions and external provider coordination; and integrated TrueMotion technology to replace wearable sensors for our members. In 2022, we launched women’s pelvic health, a specialized care program within our chronic program, and, in 2023, we launched a fall prevention program for eligible lives in our Medicare Advantage population.

Current wording

We are a research-led organization and we routinely expand our platform with new programs, capabilities, and features. Over the last four years, we: launched new programs to address six additional affected areas; launched Enso to deliver a non-addictive, non-invasive alternative for pain relief; developed HingeConnect for real-time care interventions and external provider coordination; and integrated TrueMotion, our proprietary AI-powered motion tracking technology, to replace wearable sensors for our members. In 2022, we launched women’s pelvic health, a specialized care program within our chronic program, and, in 2023, we launched a fall prevention program for eligible lives in our Medicare Advantage population.

Previous wording

(i) the reclassification of all outstanding shares of our common stock (other than those held by our “Founders and their affiliates) into an equal number of shares of Class A common stock, (ii) the reclassification of all shares of our common stock underlying outstanding equity awards under our 2017 Plan (other than those held by our Founders) into shares of Class A common stock pursuant to an amendment to the 2017 Plan, (iii) the reclassification of all outstanding common stock held by our Founders and their affiliates into an equal number of shares of Class B common stock, (iv) the reclassification of all shares of the Company’s common stock underlying outstanding equity awards under our 2017 Plan held by our Founders into shares of Class B common stock pursuant to an amendment to the 2017 Plan, (v) the amendment of the terms of the outstanding Series E preferred stock, to provide that such shares are initially convertible into shares of Class B common stock, (vi) the automatic conversion and reclassification of 42,986,472 of outstanding shares of our redeemable convertible preferred stock, or all outstanding shares of Series A-1, Series A-2, Series B, Series C, Series C-1, and Series D redeemable convertible preferred stock, into an aggregate of 42,986,472 shares of Class B common stock, and (vii) the voluntary conversion of 1,748,504 outstanding shares of Series E preferred stock into the same amount of shares of Class B common stock.

Current wording

In May 2025, we completed our IPO, in which we issued and sold an aggregate of 8,522,528 shares of our Class A common stock, and certain of our stockholders sold 7,193,372 shares of Class A common stock at a public offering price of $32.00 per share. Wereceived aggregate proceeds of $255.7 million, net of underwriting discounts and commissions before deducting offering expenses payable by us. We used substantially all of the proceeds from the IPO to pay employee taxes for the settlement of RSUs and PRSUs. Immediately prior to the completion of the IPO, we amended and restated our certificate of incorporation to provide for (i) the reclassification of all outstanding shares of our common stock (other than those held by our Founders and their affiliates) into an equal number of shares of Class A common stock, (ii) the reclassification of all shares of our common stock underlying outstanding equity awards under our 2017 Plan (other than those held by our Founders) into shares of Class A common stock pursuant to an amendment to the 2017 Plan, (iii) the reclassification of all outstanding common stock held by our Founders and their affiliates into an equal number of shares of Class B common stock, (iv) the reclassification of all shares of the Company’s common stock underlying outstanding equity awards under our 2017 Plan held by our Founders into shares of Class B common stock pursuant to an amendment to the 2017 Plan, (v) the amendment of the terms of the outstanding Series E preferred stock, to provide that such shares are initially convertible into shares of Class B common stock, (vi) the automatic conversion and reclassification of 42,986,472 of outstanding shares of our redeemable convertible preferred stock, or all outstanding shares of Series A-1, Series A-2, Series B, Series C, Series C-1, and Series D redeemable convertible preferred stock, into an aggregate of 42,986,472 shares of Class B common stock, and (vii) the voluntary conversion of 1,748,504 outstanding shares of Series E preferred stock into the same amount of shares of Class B common stock.

Previous wording

We have rapidly grown our client base, expanding to approximately 2,350 clients as of June 30, 2025 compared to 1,750 clients as of June 30, 2024 and 2,250 clients as of December 31, 2024 compared to 1,650 clients as of December 31, 2023. This expansion has given us access to an increased number of contracted lives, which grew to approximately 20 million as of December 31, 2024 from 16 million as of December 31, 2023. There are two ways we increase our contracted lives: through new client additions and through accessing additional contracted lives within a current client.

Current wording

We have rapidly grown our client base, expanding to approximately 2,560 clients as of September 30, 2025 compared to 2,047 clients as of September 30, 2024 and 2,250 clients as of December 31, 2024 compared to 1,650 clients as of December 31, 2023. This expansion has given us access to an increased number of contracted lives, which grew to approximately 20 million as of December 31, 2024 from 16 million as of December 31, 2023. There are two ways we increase our contracted lives: through new client additions and through accessing additional contracted lives within a current client.

Previous wording

The majority of new clients enter into contracts with us in the second half of each calendar year, which aligns with the typical employee benefit enrollment period. We launch our platform for most of these clients in the first half of the following calendar year. We have seen varying levels of intra-year launches since our inception. While some clients choose to sign and launch within the same year, these are generally a much smaller percentage of our business. Due to these patterns and our annual subscription-based model, the timing of our revenue has historically been predictable. Our calculated billings, however, show seasonality with fluctuations based on the timing of new client launches and number of intra-year launches. Historically, our calculated billings are highest in the second quarter of the year, as this is when we are able to bill the majority of clients who entered into contracts in the preceding year. Consequently, our free cash flow is typically highest in the second quarter and is usually lowest in the first quarter due to increased new client onboarding expenses preceding cash inflows in the first quarter, and slowing billings associated with the holidays in the prior fourth quarter. We anticipate that this seasonality will continue, though may fluctuate year to year, and therefore focus on LTM calculated billings as a result. Given the annual subscription model and ratable revenue recognition, however, our quarterly revenue stream has historically been highly predictable and has not displayed the same seasonality trends.

Current wording

The majority of new clients enter into contracts with us in the second half of each calendar year, which aligns with the typical employee benefit enrollment period. We launch our platform for most of these clients in the first half of the following calendar year. We have seen varying levels of intra-year launches since our inception. While some clients choose to sign and launch within the same year, these are generally a much smaller percentage of our business. Due to these patterns and our annual subscription-based model, the timing of our revenue has historically been predictable. Our calculated billings, however, show seasonality with fluctuations based on the timing of new client launches and number of intra-year launches. Historically, our calculated billings are highest in the second quarter of the year, as this is when we are able to bill the majority of clients who entered into contracts in the preceding year. Consequently, our free cash flow is typically highest in the second or third quarter and is usually lowest in the first quarter due to increased new client onboarding expenses preceding cash inflows in the first quarter, and slowing billings associated with the holidays in the prior fourth quarter. We anticipate that this seasonality will continue, though may fluctuate year to year, and therefore focus on LTM calculated billings as a result. Given the annual subscription model and ratable revenue recognition, however, our quarterly revenue stream has historically been highly predictable and has not displayed the same seasonality trends.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

Revenue for the three months ended June 30, 2025 increased by $49.3 million, or 55%, compared to the three months ended June 30, 2024 and revenue for the six months ended June 30, 2025 increased by $90.4 million, or 52%, compared to the six months ended June 30, 2024. The increases in both periods were due to revenue growth from existing clients. Due to the timing of our sales cycle, revenue from new clients contracted in a given year is largely recognized in the following year. As such, our revenue growth in the three months and six months ended June 30, 2025 came from existing clients that were contracted in 2024 or prior. The increase within existing clients was the result of retaining members within, and adding more members to, our existing client base.

Current wording

Revenue for the three months ended September 30, 2025 increased by $53.6 million, or 53%, compared to the three months ended September 30, 2024 and revenue for the nine months ended September 30, 2025 increased by $144.0 million, or 53%, compared to the nine months ended September 30, 2024. The increases in both periods were due to revenue growth from existing clients. Due to the timing of our sales cycle, revenue from new clients contracted in a given year is largely recognized in the following year. As such, our revenue growth in the three months and nine months ended September 30, 2025 came from existing clients that were contracted in 2024 or prior. The increase within existing clients was the result of retaining members within, and adding more members to, our existing client base.

Previous wording

Additionally, we had 2,359 clients as of June 30, 2025 compared to 1,785 clients as of June 30, 2024, representing a period-over-period growth rate of 32%. This increase in clients contributed to an increase in revenue of $15.2 million and $19.5 million for three and six months ended June 30, 2025, respectively.

Current wording

Additionally, we had 2,560 clients as of September 30, 2025 compared to 2,047 clients as of September 30, 2024, representing a period-over-period growth rate of 25%. This increase in clients contributed to an increase in revenue of $10.8 million and $18.0 million for three and nine months ended September 30, 2025, respectively.

Previous wording

Cost of revenue for the three months ended June 30, 2025 increased by $18.1 million, or 78%, compared to the three months ended June 30, 2024. The increase was primarily due to an increase of $16.4 million in stock-based compensation expense, which was related to the satisfaction of certain vesting criteria achieved with the IPO for RSUs and PRSUs. In addition, there was an increase in personnel-related expenses of $1.2 million and a $0.9 million increase from employer taxes related to stock-based compensation expense, which were partially offset by a $0.4 million decrease in inventory costs.

Current wording

Cost of revenue for the nine months ended September 30, 2025 increased by $23.6 million, or 34%, compared to the nine months ended September 30, 2024. The increase was due to an increase of $17.7 million in stock-based compensation expense, which was primarily related to the satisfaction of certain vesting criteria achieved with the IPO. In addition, there was an increase in hosting costs of $3.1 million, payroll-related costs of $1.8 million, a $0.9 million increase from employer taxes related to stock-based compensation expense and inventory costs of $0.8 million.

Previous wording

Gross margin for the three months ended June 30, 2025 decreased by 4 percentage points compared to the three months ended June 30, 2024. The decrease was due to an increase in stock-based compensation expense, which was related to the satisfaction of certain vesting criteria achieved with the IPO for RSUs and PRSUs, partially offset by an increase in efficiencies related to our care team and a decrease in inventory costs.

Current wording

Gross margin for the three months ended September 30, 2025 increased by 3 percentage points compared to the three months ended September 30, 2024. The increase was due to an increase in efficiencies related to our care team, partially offset by an increase in stock-based compensation expense.

Previous wording

Gross margin for the six months ended June 30, 2025 increased by 3 percentage points compared to the six months ended June 30, 2024. The increase was due to an increase in efficiencies related to our care team and a decrease in inventory costs, partially offset by the increase in stock-based compensation expense, which was related to the satisfaction of certain vesting criteria achieved with the IPO for RSUs and PRSUs.

Current wording

Gross margin for the nine months ended September 30, 2025 increased by 3 percentage points compared to the nine months ended September 30, 2024. The increase was due to an increase in efficiencies related to our care team and supply chain operations, partially offset by an increase in stock-based compensation expense.

Previous wording

Research and development expenses for the six months ended June 30, 2025 increased by $248.8 million, or 455%, compared to the six months ended June 30, 2024. The increase was primarily due to an increase of $248.7 million in stock-based compensation expense, which was related to the satisfaction of certain vesting criteria achieved with the IPO for RSUs and PRSUs. In addition, there was an increase of $9.9 million in employer payroll taxes related to stock-based compensation, which was partially offset by a decrease of $6.5 million in personnel-related costs due to lower headcount and a decrease of $3.3 million in restructuring expenses as compared to the six months ended June 30, 2024 when we incurred restructuring expenses related to the 2024 Restructuring Plan.

Current wording

Research and development expenses for the nine months ended September 30, 2025 increased by $256.9 million, or 327%, compared to the nine months ended September 30, 2024. The increase was due to an increase of $256.9 million in stock-based compensation expense, which was primarily related to the satisfaction of certain vesting criteria achieved with the IPO. In addition, there was an increase of $10.0 million in employer payroll taxes related to stock-based compensation, which was partially offset by a decrease of $5.9 million in personnel-related costs due to lower headcount and a decrease of $3.3 million in restructuring expenses as compared to the nine months ended September 30, 2024 when we incurred restructuring expenses related to the 2024 Restructuring Plan.

Previous wording

Sales and marketing expenses for the six months ended June 30, 2025 increased by $106.9 million, or 123%, compared to the six months ended June 30, 2024. The increase was primarily due to an increase of $95.0 million in stock-based compensation expense, which was related to the satisfaction of certain vesting criteria achieved with the IPO for RSUs and PRSUs. In addition, there was an increase of $6.9 million in commissions, $3.2 million in marketing and promotion costs, and $2.6 million in employer payroll tax expense related to stock-based compensation expense, which were partially offset by a decrease of $1.9 million in expenses as compared to the six months ended June 30, 2024 when we incurred restructuring expenses related to the 2024 Restructuring Plan.

Current wording

Sales and marketing expenses for the nine months ended September 30, 2025 increased by $125.9 million, or 96%, compared to the nine months ended September 30, 2024. The increase was due to an increase of $100.8 million in stock-based compensation expense, which was primarily related to the satisfaction of certain vesting criteria achieved with the IPO. In addition, there was an increase of $13.2 million in commissions, $9.1 million in marketing and promotion costs, $2.7 million in employer payroll tax expense related to stock-based compensation expense and $1.4 million in payroll-related costs, which were partially offset by a decrease of $1.9 million in expenses as compared to the nine months ended September 30, 2024 when we incurred restructuring expenses related to the 2024 Restructuring Plan.

Previous wording

General and administrative expenses for the six months ended June 30, 2025 increased by $236.3 million, or 743%, compared to the six months ended June 30, 2024. The increase was due to an increase of $230.5 million in stock-based compensation expense, which was related to the satisfaction of certain vesting criteria achieved with the IPO for RSUs and PRSUs. In addition, there was an increase of $7.1 million from employer payroll taxes related to stock-based compensation expense which was partially offset by a decrease of $1.5 million in expenses as compared to the six months ended June 30, 2024 when we incurred restructuring expenses related to the 2024 Restructuring Plan.

Current wording

General and administrative expenses for the nine months ended September 30, 2025 increased by $258.4 million, or 555%, compared to the nine months ended September 30, 2024. The increase was due to an increase of $249.7 million in stock-based compensation expense, which was primarily related to the satisfaction of certain vesting criteria achieved with the IPO. In addition, there was an increase of $3.8 million in professional related expenses and $3.7 million from employer payroll taxes related to stock-based compensation expense, which was partially offset by a decrease of $1.5 million in expenses as compared to the nine months ended September 30, 2024 when we incurred restructuring expenses related to the 2024 Restructuring Plan.

Previous wording

Other income, net for the three months ended June 30, 2025 decreased $0.3 million compared to the three months ended June 30, 2024, and other income, net for the six months ended June 30, 2025 decreased $0.4 million compared to the six months ended June 30, 2024. The decrease in both periods were primarily due to lower interest earned from our cash, cash equivalents, and marketable securities held in interest-bearing accounts.

Current wording

Other income, net for the three months ended September 30, 2025 decreased $0.8 million compared to the three months ended September 30, 2024, and other income, net for the nine months ended September 30, 2025 decreased $1.3 million compared to the nine months ended September 30, 2024. The decrease in both periods were primarily due to lower interest earned from our cash, cash equivalents, and marketable securities held in interest-bearing accounts.

Previous wording

Provision for income taxes for the six months ended June 30, 2025, increased by $0.2 million, or 30%, compared to the six months ended June 30, 2024. This increase was primarily due to an increase in state and foreign taxes.

Current wording

Provision for income taxes for the three months ended September 30, 2025, decreased by $0.9 million, or 81%, compared to the three months ended September 30, 2024. This decrease was primarily due to lower state and foreign taxes.

Previous wording

We recorded a tax benefit of $0.3 million for the three months ended June 30, 2025, compared to a tax provision of $0.4 million for the three months ended June 30, 2024. The tax benefit in the second quarter of 2025 was primarily due to stock-based compensation expense incurred as part of the IPO.

Current wording

Provision for income taxes for the nine months ended September 30, 2025, decreased by $0.8 million, or 46%, compared to the nine months ended September 30, 2024. This decrease was primarily due to a decrease in state and foreign taxes and a benefit due to stock-based compensation expense incurred as part of the IPO.

Previous wording

We define free cash flow as net cash provided by (used in) operating activities plus cash used for employer payroll taxes related to pre-IPO stock-based compensation and 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 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.

Current wording

We define free cash flow as net cash provided by (used in) operating activities plus cash used for employer payroll taxes at IPO related to stock-based compensation and 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 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.

Previous wording

As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents of $237.2 million, and marketable securities of $176.1 million. Our cash and cash equivalents consist of cash in bank accounts, money market accounts, and other highly liquid investments with original maturities of 90 days or less from the date of purchase. Our marketable securities consist of U.S. treasury securities, investment-grade corporate bonds, government agency securities, and commercial paper. Our primary uses of cash are personnel-related, inventory and selling, marketing and related costs.

Current wording

As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $261.3 million, and marketable securities of $233.8 million. Our cash and cash equivalents consist of cash in bank accounts, money market accounts, and other highly liquid investments with original maturities of 90 days or less from the date of purchase. Our marketable securities consist of U.S. treasury securities, investment-grade corporate bonds, government agency securities, and commercial paper. Our primary uses of cash are personnel-related, inventory and selling, marketing and related costs.

Previous wording

Net cash provided by operating activities was $25.1 million for the six months ended June 30, 2025. This primarily related to our net loss of $558.5 million and net cash outflows of $34.7 million due to changes in operating assets and liabilities, adjusted for non-cash charges of $618.4 million. The change in operating assets and liabilities was driven by an increase in accounts receivable of $59.6 million, an increase in deferred commissions of $27.7 million, an increase in prepaid expenses and other current assets of $6.6 million, and an increase in inventory of $3.1 million, partially offset by an increase in deferred revenue of $57.5 million and an increase in accounts payable and accrued liabilities of $7.0 million. The changes were primarily due to the growth of our business, timing of cash receipts from clients, and timing of cash payments to our vendors.

Current wording

Net cash provided by operating activities was $107.5 million for the nine months ended September 30, 2025. This primarily related to our net loss of $560.4 million and net cash outflows of $0.7 million due to changes in operating assets and liabilities, adjusted for non-cash charges of $668.6 million. The change in operating assets and liabilities was driven by an increase in accounts receivable of $47.6 million, an increase in deferred commissions of $38.3 million, an increase in other assets of $8.1 million, an increase in prepaid expenses and other current assets of $8.0 million, and an increase in inventory of $2.9 million, partially offset by an increase in deferred revenue of $82.1 million and an increase in accounts payable and accrued liabilities of $25.0 million. The changes were primarily due to the growth of our business, timing of cash receipts from clients, and timing of cash payments to our vendors.

Previous wording

Net cash used in operating activities was $17.7 million for the six months ended June 30, 2024. This primarily related to our net loss of $39.4 million and net cash outflows of $1.9 million due to changes in operating assets and liabilities, adjusted for non-cash charges of $23.5 million. The change in operating assets and liabilities was driven by an increase in accounts receivable of $23.3 million, an increase in deferred commissions of $18.2 million, a decrease in accounts payable of $7.7 million and a decrease in operating lease liability of $2.4 million, partially offset by an increase in deferred revenue of $46.9 million, a decrease in other assets of $.2 million, and a decrease in prepaid expenses and other current assets of $1.3 million. The changes were primarily due to the growth of our business, timing of cash receipts from clients, and timing of cash payments to our vendors.

Current wording

Net cash provided by operating activities was $10.7 million for the nine months ended September 30, 2024. This primarily related to our net loss of $39.0 million and net cash inflows of $14.7 million due to changes in operating assets and liabilities, adjusted for non-cash charges of $35.0 million. The change in operating assets and liabilities was driven by an increase in deferred revenue of $69.6 million and a decrease in inventory of $3.8 million, partially offset by an increase in deferred commissions of $27.7 million, an increase in accounts receivable of $17.2 million, a decrease in accounts payable of $8.2 million, a decrease in operating lease liabilities of $3.6 million and an increase in prepaid expenses and other current assets of $2.4 million. The changes were primarily due to the growth of our business, timing of cash receipts from clients, and timing of cash payments to our vendors.

Previous wording

Net cash used in investing activities was $17.3 million for the six months ended June 30, 2025, driven by net purchases of marketable securities of $10.7 million, $4.0 million used to purchase a business and $2.6 million used for purchases of property, equipment and capitalized internal-use software.

Current wording

Net cash used in investing activities was $76.1 million for the nine months ended September 30, 2025, driven by net purchases of marketable securities of $68.4 million, $4.0 million used to purchase a business and $3.7 million used for purchases of property, equipment and capitalized internal-use software.

Previous wording

Net cash provided by investing activities was $18.9 million for the six months ended June 30, 2024, driven by net proceeds from maturities of marketable securities of $20.7 million, offset in part by $1.9 million used for purchases of property, equipment and capitalized internal-use software.

Current wording

Net cash provided by investing activities was $21.4 million for the nine months ended September 30, 2024, driven by net proceeds from maturities of marketable securities of $24.2 million, offset in part by $2.7 million used for purchases of property, equipment and capitalized internal-use software.

Previous wording

Net cash used in financing activities was $71.5 million for the six months ended June 30, 2025, consisting of $272.3 million used for employee taxes related to the net settlement of RSUs and PRSUs, $50.0 million related to the repurchase of Series E preferred stock and payments of deferred offering costs of $10.1 million, partially offset by proceeds of $255.7 million from the issuance of common stock in connection with the IPO, net of issuance costs and $4.9 million in proceeds related to the repayment of non-recourse loans.

Current wording

Net cash used in financing activities was $70.9 million for the nine months ended September 30, 2025, consisting of $272.3 million used for employee taxes related to the net settlement of RSUs and PRSUs, $50.0 million related to the repurchase of Series E preferred stock and payments of deferred offering costs of $10.1 million, partially offset by proceeds of $255.7 million from the issuance of common stock in connection with the IPO, net of issuance costs and $4.9 million in proceeds related to the repayment of non-recourse loans.

Previous wording

Net cash provided by financing activities was $0.2 million for the six months ended June 30, 2024, consisting of $0.3 million of proceeds from the exercise of employee stock options partially offset by payments of deferred offering costs of $0.1 million related to our IPO.

Current wording

Net cash provided by financing activities was $0.1 million for the nine months ended September 30, 2024, consisting of $0.4 million of proceeds from the exercise of employee stock options partially offset by payments of deferred offering costs of $0.3 million related to our IPO.

Previous wording

We enter into various non-cancellable lease agreements for certain office space in the normal course of business. Our non-cancellable lease obligations as of December 31, 2024 were $11.1 million, of which $3.8 million is payable within 12 months. Our non-cancellable lease obligations as of June 30, 2025 were $10.0 million, of which $4.0 million is payable within 12 months.

Current wording

We enter into various non-cancellable lease agreements for certain office space in the normal course of business. Our non-cancellable lease obligations as of December 31, 2024 were $11.1 million, of which $3.8 million is payable within 12 months. Our non-cancellable lease obligations as of September 30, 2025 were $9.0 million, of which $4.2 million is payable within 12 months.