Hyliion CEO awards tied to 202,033 and 222,256 shares

Q: How many HYLN shares were tied to Thomas J. Healy's PSU awards?

Two PSU portions were tied to 202,033 and 222,256 underlying common shares. Half of the 202,033-share portion is scheduled for issuance September 30, 2027, with the remainder scheduled for December 31, 2027; the 222,256-share portion is scheduled for December 31, 2028.

Q: When were HYLN's PSU market conditions satisfied and approved?

The underlying market conditions were satisfied on September 28, 2026, and the Compensation Committee approved the awards on September 30, 2026. The vesting thresholds applied to 25% and 20% of the respective awards and were tied to a minimum $4.00 per share over a 180-calendar-day average.

The award terms schedule common-share issuance across dates in 2027 and 2028.

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Rhea-AI Filing Summary

Hyliion Holdings Corp. reported PSU award activity for CEO and director Thomas J. Healy, a ten-percent owner: two portions were tied to 202,033 and 222,256 underlying common shares. The award conditions were satisfied September 28, 2026, and approved September 30, 2026. Half of the 202,033-share portion is scheduled for issuance September 30, 2027, with the remainder December 31, 2027; the 222,256-share portion is scheduled for issuance December 31, 2028. Vesting thresholds applied to 25% and 20% of the respective awards and required a minimum $4.00 per share over a 180-calendar-day average.

Insider Trade Summary

424,289 shares exercised/converted

Exercise 4 txns

Insider Healy Thomas J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Conversion	Performance Stock Incentive Units ^F3	202,033	$0.00	$0.00
Conversion	Performance Stock Incentive Units ^F4	222,256	$0.00	$0.00
Conversion	Common Stock ^F1	202,033	$0.00	$0.00
Conversion	Common Stock ^F2	222,256	$0.00	$0.00

Holdings After Transaction: Performance Stock Incentive Units — 1,474,903 contracts (Direct); Common Stock — 33,206,711 shares (Direct)

Footnotes (4)

F1. The underlying market conditions for vesting of this portion of performance stock incentive units ("PSU Award") were satisfied on September 28, 2026, and subsequently approved by the Compensation Committee on September 30, 2026. Half of the vested PSUs will be issued on September 30, 2027 with the remainder to be issued on December 31, 2027.
F2. The underlying market conditions for vesting of this portion of performance stock incentive units ("PSU Award") were satisfied on September 28, 2026, and subsequently approved by the Compensation Committee on September 30, 2026. These vested PSUs will be issued on December 31, 2028.
F3. 25% of these PSU Awards vested upon the achievement of the underlying closing stock price threshold of a minimum of $4.00 per share over a 180-calendar-day average.
F4. 20% of these PSU Awards vested upon the achievement of the underlying closing stock price threshold of a minimum of $4.00 per share over a 180-calendar-day average.

Key Figures

Underlying common shares tied to first PSU portion: 202,033 shares Underlying common shares tied to second PSU portion: 222,256 shares Minimum closing stock price threshold: $4.00 per share +3 more

6 metrics

Underlying common shares tied to first PSU portion 202,033 shares Half scheduled for issuance September 30, 2027, and the remainder December 31, 2027

Underlying common shares tied to second PSU portion 222,256 shares Scheduled for issuance December 31, 2028

Minimum closing stock price threshold $4.00 per share Vesting condition for the respective PSU awards

Closing stock price averaging period 180-calendar-day average Period used for the PSU vesting thresholds

First PSU award portion vested 25% Upon achievement of the underlying closing stock price threshold

Second PSU award portion vested 20% Upon achievement of the underlying closing stock price threshold

Key Terms

Performance Stock Incentive Units, PSU Award, underlying closing stock price threshold, 180-calendar-day average

4 terms

Performance Stock Incentive Units financial

"portion of performance stock incentive units"

PSU Award financial

"performance stock incentive units ("PSU Award")"

underlying closing stock price threshold financial

"achievement of the underlying closing stock price threshold"

180-calendar-day average financial

"over a 180-calendar-day average"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HYLN shares were tied to Thomas J. Healy's PSU awards?

Two PSU portions were tied to 202,033 and 222,256 underlying common shares. Half of the 202,033-share portion is scheduled for issuance September 30, 2027, with the remainder scheduled for December 31, 2027; the 222,256-share portion is scheduled for December 31, 2028.

When were HYLN's PSU market conditions satisfied and approved?

The underlying market conditions were satisfied on September 28, 2026, and the Compensation Committee approved the awards on September 30, 2026. The vesting thresholds applied to 25% and 20% of the respective awards and were tied to a minimum $4.00 per share over a 180-calendar-day average.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 05:58 PM Accepted by SEC EDGAR 10/01/2026 - 05:58 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^*

Healy Thomas J.

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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	09/30/2026		C⁽¹⁾		202,033	A	$0	32,984,455	D
Common Stock	09/30/2026		C⁽²⁾		222,256	A	$0	33,206,711	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)
Performance Stock Incentive Units	⁽³⁾	09/30/2026		C			202,033	02/18/2026	12/31/2027	Common Stock	202,033	$0	808,135	D
Performance Stock Incentive Units	⁽⁴⁾	09/30/2026		C			222,256	12/31/2028	12/31/2028	Common Stock	222,256	$0	666,768	D

Explanation of Responses:

1. The underlying market conditions for vesting of this portion of performance stock incentive units ("PSU Award") were satisfied on September 28, 2026, and subsequently approved by the Compensation Committee on September 30, 2026. Half of the vested PSUs will be issued on September 30, 2027 with the remainder to be issued on December 31, 2027.

2. The underlying market conditions for vesting of this portion of performance stock incentive units ("PSU Award") were satisfied on September 28, 2026, and subsequently approved by the Compensation Committee on September 30, 2026. These vested PSUs will be issued on December 31, 2028.

3. 25% of these PSU Awards vested upon the achievement of the underlying closing stock price threshold of a minimum of $4.00 per share over a 180-calendar-day average.

4. 20% of these PSU Awards vested upon the achievement of the underlying closing stock price threshold of a minimum of $4.00 per share over a 180-calendar-day average.

Remarks:

	/s/ Thomas J. Healy	10/01/2026
	** 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