Why did Hyliion (HYLN) sell shares related to Jose Miguel Oxholm’s award agreement?

According to the footnote, shares were sold at the issuer’s direction under its award agreement with Jose Miguel Oxholm to cover his tax withholding obligations. The agreement gives the issuer sole discretion to decide whether to sell shares for this tax coverage purpose.

Hyliion (NYSE: HYLN) CLO shares sold under award to cover tax obligations

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hyliion Holdings Corp.’s Chief Legal & Compliance Officer Jose Miguel Oxholm reported two issuer-directed transactions in common stock. On May 19, 8,550 shares at $4.06 per share and on May 20, 3,026 shares at $3.92 per share were sold at the issuer’s direction under an award agreement to cover his tax withholding obligations. The footnote explains that the decision to sell shares for taxes is at the sole discretion of the issuer, so these are not discretionary open‑market trades by the insider. After these transactions, Oxholm directly held 811,794 shares of Hyliion common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Oxholm Jose Miguel

Role Chief Legal&Compliance Officer

Type	Security	Shares	Price	Value
Other	Common Stock	3,026	$3.92	$12K
Other	Common Stock	8,550	$4.06	$35K

Holdings After Transaction: Common Stock — 811,794 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold May 19: 8,550 shares at $4.06 Shares sold May 20: 3,026 shares at $3.92 Total shares involved: 11,576 shares +3 more

6 metrics

Shares sold May 19 8,550 shares at $4.06 Code J transaction in common stock on 2026-05-19

Shares sold May 20 3,026 shares at $3.92 Code J transaction in common stock on 2026-05-20

Total shares involved 11,576 shares Two restructuring-type transactions related to tax withholding

Post-transaction holdings 811,794 shares Direct Hyliion common stock held after May 20 transaction

Transaction code Code J Other acquisition or disposition classification for both entries

Restructuring shares 11,576 shares Total shares in restructuring-type transactions per transactionSummary

Key Terms

Other acquisition or disposition, tax withholding obligations, award agreement, restructuringShares

4 terms

Other acquisition or disposition financial

"transaction_code_description": "Other acquisition or disposition""

tax withholding obligations financial

"sell shares to cover the reporting person's tax withholding obligations"

award agreement financial

"under the terms of the issuer's award agreement with the reporting person"

An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

restructuringShares financial

""restructuringShares": 11576"

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:21 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Oxholm Jose Miguel

(Last)

(First)

(Middle)

C/O HYLIION HOLDING CORP.

1202 BMC DRIVE, SUITE 100

(Street)

CEDAR PARK

TEXAS

78613

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Hyliion Holdings Corp. [ HYLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal&Compliance Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		J⁽¹⁾		8,550	D	$4.06	814,820	D
Common Stock	05/20/2026		J⁽¹⁾		3,026	D	$3.92	811,794	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were sold at the direction of the issuer under the terms of the issuer's award agreement with the reporting person. Under the award agreement, the decision to sell shares to cover the reporting person's tax withholding obligations is at the sole discretion of the issuer.

Remarks:

	/s/ Jose Miguel Oxholm	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Hyliion (HYLN) report for Jose Miguel Oxholm?

Hyliion reported two issuer-directed transactions for Jose Miguel Oxholm involving common stock. On May 19 and 20, 11,576 shares were sold at prices of $4.06 and $3.92 per share, respectively, to address tax withholding obligations under an award agreement.

Were Hyliion (HYLN) CLO Jose Miguel Oxholm’s Form 4 transactions open-market sales?

The transactions were not discretionary open-market sales by Jose Miguel Oxholm. A footnote states the shares were sold at the issuer’s direction under an award agreement to cover his tax withholding obligations, with the issuer having sole discretion over selling shares for taxes.

How many Hyliion (HYLN) shares were involved in Jose Miguel Oxholm’s recent Form 4?

The Form 4 reports a total of 11,576 Hyliion common shares involved. This includes 8,550 shares on May 19 and 3,026 shares on May 20, categorized as “Other acquisition or disposition” transactions related to tax withholding under an award agreement.

What is Jose Miguel Oxholm’s Hyliion (HYLN) shareholding after these transactions?

After the reported transactions, Jose Miguel Oxholm directly held 811,794 shares of Hyliion common stock. This post-transaction balance shows that the issuer-directed sales for tax withholding affected only a small portion of his overall direct holdings in the company.

How are the Hyliion (HYLN) insider transactions coded on the Form 4?

Both transactions are coded “J” on the Form 4, described as “Other acquisition or disposition.” The filing’s summary classifies them as restructuring-type events, with two such transactions totaling 11,576 shares, rather than standard open-market purchases or sales.