Hyliion (NYSE: HYLN) CTO receives RSU and performance stock grants

Rhea-AI Filing Summary

MOOK JOSHUA T. reported acquisition or exercise transactions in this Form 4 filing.

Hyliion Holdings Corp.'s Chief Technology Officer, Joshua T. Mook, received new equity awards that increase his direct stake in the company. On February 11, 2026, he was granted 95,122 shares of common stock as a restricted stock unit award at a reference price of $2.05 per share, bringing his directly held common shares to 1,128,925.

He also received 285,366 performance stock incentive units, each tied to common stock. These performance units vest by December 31, 2028 only if Hyliion’s closing stock price meets thresholds ranging from $4.00 to $7.00 per share over a 90–180 calendar-day average. One-third of the restricted stock units vests on February 11, 2027, with the remaining two-thirds vesting quarterly in equal amounts over the following two years.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MOOK JOSHUA T.

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Incentive Units	285,366	$0.00	--
Grant/Award	Common Stock	95,122	$2.05	$195K

Holdings After Transaction: Performance Stock Incentive Units — 285,366 shares (Direct); Common Stock — 1,128,925 shares (Direct)

Footnotes (1)

1. The Reporting Person received a grant of restricted stock units ("RSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. One-third (1/3) of the RSU Award will vest on February 11, 2027, and the remaining two-thirds (2/3) of the RSU Award will vest quarterly in equal amounts over a two-year period thereafter. The Reporting Person received a grant of performance stock incentive units ("PSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. The award is contingent upon achieving underlying closing stock price thresholds ranging from $4.00 to $7.00 per share over a 90 to 180-calendar-day average by December 31, 2028.

Form 4 Insider Transactions: What Each Field Means →

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^*

MOOK JOSHUA T.

(Last) (First) (Middle)

C/O HYLIION HOLDING CORP.

1202 BMC DRIVE, SUITE 100

(Street)

CEDAR PARK TX 78613

(City) (State) (Zip)

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A		95,122	A(1)	$2.05	1,128,925	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Incentive Units	(2)	02/11/2026		A		285,366		12/31/2028	12/31/2028	Common Stock	285,366	$0	285,366	D

Explanation of Responses:

1. The Reporting Person received a grant of restricted stock units ("RSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. One-third (1/3) of the RSU Award will vest on February 11, 2027, and the remaining two-thirds (2/3) of the RSU Award will vest quarterly in equal amounts over a two-year period thereafter.

2. The Reporting Person received a grant of performance stock incentive units ("PSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. The award is contingent upon achieving underlying closing stock price thresholds ranging from $4.00 to $7.00 per share over a 90 to 180-calendar-day average by December 31, 2028.

Remarks:

	/s/ Joshua T. Mook	02/13/2026
	** 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.

FAQ

What insider transaction did Hyliion (HYLN) report for its CTO on February 11, 2026?

Hyliion reported that Chief Technology Officer Joshua T. Mook received equity awards on February 11, 2026. He was granted 95,122 restricted stock units tied to common stock and 285,366 performance stock incentive units, all held as direct ownership after the transactions.

How many Hyliion (HYLN) common shares does the CTO own after this Form 4 filing?

After the reported grant, Hyliion’s CTO Joshua T. Mook beneficially owns 1,128,925 shares of common stock directly. This figure includes the 95,122 restricted stock units granted on February 11, 2026, under the company’s 2024 Equity Incentive Plan.

What are the vesting terms for the Hyliion (HYLN) restricted stock units granted to the CTO?

The restricted stock units vest over three years. One-third vests on February 11, 2027, and the remaining two-thirds vest quarterly in equal amounts over the following two years, all under Hyliion’s 2024 Equity Incentive Plan.

How do the performance stock incentive units for Hyliion (HYLN) vest for the CTO?

The 285,366 performance stock incentive units vest only if stock price goals are met. They require closing stock price thresholds between $4.00 and $7.00 per share, measured over a 90–180 day average, by December 31, 2028, with common stock as the underlying security.

What price thresholds apply to the Hyliion (HYLN) performance stock units granted?

The performance stock incentive units are contingent on Hyliion achieving closing stock price thresholds from $4.00 to $7.00 per share. These levels must be reached over a 90 to 180-calendar-day average on or before December 31, 2028, for vesting to occur.

Are the Hyliion (HYLN) equity awards to the CTO open-market purchases or grants?

The reported transactions are equity grants, not open-market purchases. Both the 95,122 restricted stock units and 285,366 performance stock incentive units were awarded under Hyliion’s 2024 Equity Incentive Plan as grants classified as acquisitions on the Form 4.