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Hinge Health, Inc.

For the period ended Jun 3, 2026. Filed Apr 17, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2026 · Filed Apr 17, 2026

HNGE$115.76-0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant xFiled by a Party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

Hinge Health, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2026 Annual Meeting of Stockholders

To be held at 9:00 a.m. Pacific Time on Wednesday, June 3, 2026

Dear Stockholders of Hinge Health, Inc.:

We invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Hinge Health, Inc., a Delaware corporation, which will be held virtually on Wednesday, June 3, 2026 at 9:00 a.m. Pacific Time. You can attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/HNGE2026, where you will be able to listen to the meeting live and vote your shares online during the meeting, just as you would at an in-person meeting. We believe that a virtual stockholder meeting makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting.

We will hold the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):

  1. To elect Teddie Wardi and Tyler Sloat, the nominees for Class I directors, to serve until our 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification, retirement or removal; and

  2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.

We will also consider any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting.

Our Board of Directors has fixed the close of business on April 10, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 10, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for examination by any stockholder, during ordinary business hours at our headquarters, for any purpose relating to the Annual Meeting for a period of ten (10) days ending the day before the Annual Meeting date. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the Proxy Statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) is first being mailed on or about April 17, 2026 to all stockholders entitled to vote at the Annual Meeting. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting.

Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, telephone or mail to ensure your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled“Questions and Answers About the Proxy Materials and Our Annual Meeting” in the Proxy Statement.

Thank you for your ongoing support and continued interest in Hinge Health.

By Order of the Board of Directors,

Daniel A. Perez

Chief Executive Officer and Co-Founder

San Francisco, California

April 17, 2026

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and our Annual Report are available at www.proxyvote.com.

Proxy Statement for 2026 Annual Meeting of Stockholders

TABLE OF CONTENTS

Page
PROXY STATEMENT SUMMARY1
Information about our 2026 Annual Meeting of Stockholders1
Voting Matters and Board of Directors Recommendations1
Governance and Board of Directors Highlights1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE2
Director Nominees for Election at Annual Meeting2
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders3
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders3
Director Independence4
Board Structure5
Board of Directors and Committee Meetings and Attendance5
Executive Sessions5
Committees of Our Board of Directors5
Compensation Committee Interlocks and Insider Participation7
Director Qualifications7
Nomination to the Board of Directors8
Communication with Directors9
Board of Directors and Committee Self-Evaluations9
Board Attendance at Annual Meeting of Stockholders9
Our Board of Directors’ Role in Risk Oversight9
Board of Directors Leadership Structure10
Personal Data Protection and Cybersecurity Risk Oversight10
Oversight of Corporate Strategy11
Management Succession Planning11
Corporate Governance Guidelines11
Code of Business Conduct and Ethics12
Stock Ownership Guidelines12
Insider Trading Compliance Policy; Anti-Hedging12
Compensation Consultants12
Policies and Practices Related to the Grant of Certain Equity Awards13
Clawback Policy13
Corporate Responsibility13
Non-Employee Director Compensation Arrangements14
2025 Director Compensation15
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS17
Nominees for Director17
Vote Required17
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM18
Independent Registered Public Accounting Firm Fees and Services18
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm19
Vote Required19
EXECUTIVE OFFICERS20
EXECUTIVE COMPENSATION21
Summary Compensation Table21
Narrative to Summary Compensation Table21
Outstanding Equity Awards at 2025 Year-End Table22
Executive Compensation Arrangements24
EQUITY COMPENSATION PLAN INFORMATION25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT26
REPORT OF THE AUDIT COMMITTEE28
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS29
Investors’ Rights Agreement29
Right of First Refusal29
Loans to Certain Officers and Directors29
Legal Services30
Preferred Stock Repurchase and Participation Letter30
Voting Agreement30
Other Transactions30
Director and Officer Indemnification31
Policies and Procedures for Related Person Transactions31
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING32
OTHER MATTERS AND ADDITIONAL INFORMATION40
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.