Item 8.01 Other Events.

On January 24, 2020, Hanger, Inc. (the "Company") announced that the Company, in its capacity as a nominal defendant, entered into a Stipulation and Agreement of Settlement ("Stipulation") in the shareholder derivative action filed in the 345th Judicial District Court in Travis County, Texas, Judy v. Asar, et. al., Lead Cause No. D-1-GN-15-000625 (the "Derivative Litigation").

Pursuant to the Stipulation, the Company will implement certain corporate governance changes and modify certain governance practices, including, but not limited to, the following:

1. Adopt a clawback policy that is substantially consistent with the Securities

and Exchange Commission's rules proposed in July 2015 pursuant to Section 954

of the Dodd-Frank Act;

2. Formalize certain existing practices of the Company's Internal Audit function,

including certain communications, the reporting structure and attendance at

Audit Committee meetings;

3. Establish certain over-boarding limits for directors; and

4. Formalize certain requirements for the director education program.

Additionally, the Company understands that its insurer will pay $400,000 to the plaintiffs' counsel. Neither the Company, nor any of its current or former officers and directors, will make a payment under the settlement. Under the settlement, the Company and its shareholders will release all claims that have been or might have been asserted in the Derivative Litigation, and the Company and the directors and officers of the Company named as defendants continue to deny any liability or wrongdoing in connection with the allegations contained in the Derivative Litigation.

On January 21, 2020, the Court issued an order preliminarily approving the proposed settlement and providing for the notice of the settlement to be made to the Company's shareholders. The full Notice of Proposed Derivative Settlement is attached as Exhibit 99.1 to the Current Report on Form 8-K and is available on the Company's Investor Relations page (https://investor.hanger.com).

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