Hyliion CEO gifts 2.5M shares to family trust

Hyliion Holdings Corp. Chief Executive Officer Thomas J. Healy transferred 2,500,000 shares of Common Stock as a bona fide gift to the TH 2026 Irrevocable Trust dated June 26, 2026.

Rhea-AI Filing Summary

Hyliion Holdings Corp. Chief Executive Officer Thomas J. Healy transferred 2,500,000 shares of Common Stock as a bona fide gift to the TH 2026 Irrevocable Trust dated June 26, 2026. The filing states this was for estate planning purposes and that no payment or other consideration was received.

The trust’s beneficiaries are members of Healy’s family and future descendants. Healy is neither a trustee nor a beneficiary and does not have or share voting or investment power over the trust’s shares. Following the gift, he directly holds 32,812,262 shares of Common Stock.

Insider Trade Summary

2,500,000 shares gifted

Gift 1 txn

Insider Healy Thomas J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Gift	Common Stock	2,500,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 32,812,262 shares (Direct)

Footnotes (1)

1. F1. Represents a bona fide gift of 2,500,000 shares of Common Stock by the Reporting Person to the TH 2026 Irrevocable Trust, dated June 26, 2026, for estate planning purposes, for which no payment or other consideration was received. The trust beneficiaries include members of the Reporting Person's family and future descendants. Consistent with the trust's estate planning objectives, the Reporting Person is neither a trustee nor a beneficiary of the trust and does not have or share voting or investment power over the shares held by the trust.

Key Figures

Gifted shares: 2,500,000 shares Price per gifted share: $0.00 per share Shares held after transaction: 32,812,262 shares

3 metrics

Gifted shares 2,500,000 shares Bona fide gift to TH 2026 Irrevocable Trust on June 26, 2026

Price per gifted share $0.00 per share No payment or other consideration received for gifted shares

Shares held after transaction 32,812,262 shares Direct Common Stock ownership following gift

Key Terms

bona fide gift, TH 2026 Irrevocable Trust, estate planning purposes, voting or investment power

4 terms

bona fide gift financial

"Represents a bona fide gift of 2,500,000 shares of Common Stock by the Reporting Person"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

TH 2026 Irrevocable Trust financial

"gift of 2,500,000 shares of Common Stock by the Reporting Person to the TH 2026 Irrevocable Trust, dated June 26, 2026"

estate planning purposes financial

"for estate planning purposes, for which no payment or other consideration was received"

voting or investment power financial

"does not have or share voting or investment power over the shares held by the trust"

FAQ

What did Hyliion (HYLN) CEO Thomas Healy report in this Form 4?

Thomas J. Healy reported gifting 2,500,000 shares of Hyliion Common Stock to the TH 2026 Irrevocable Trust. The transfer was described as a bona fide gift for estate planning, with no payment or other consideration received for the shares.

Who received the 2,500,000 Hyliion (HYLN) shares from Thomas Healy?

The 2,500,000 Hyliion shares were gifted to the TH 2026 Irrevocable Trust dated June 26, 2026. The trust’s beneficiaries include members of Healy’s family and future descendants, reflecting an estate planning structure rather than a market sale of shares.

Does Thomas Healy retain control over the gifted Hyliion (HYLN) shares?

The filing states Thomas Healy is neither a trustee nor a beneficiary of the TH 2026 Irrevocable Trust. He does not have or share voting or investment power over the trust’s Hyliion shares, meaning control over these gifted shares rests with the trust’s designated fiduciaries.

How many Hyliion (HYLN) shares does Thomas Healy hold after the gift?

After the 2,500,000-share gift, Thomas Healy directly holds 32,812,262 shares of Hyliion Common Stock. This figure reflects his direct ownership position following the estate planning transfer to the TH 2026 Irrevocable Trust described in the Form 4.

Was the Hyliion (HYLN) CEO’s 2,500,000-share transfer a sale?

No, the transaction was reported as a bona fide gift with a zero-dollar per-share price. The Form 4 specifies that no payment or other consideration was received, distinguishing the transfer from an open-market sale or other compensated disposition of Hyliion shares.

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Accepted by SEC EDGAR 06/30/2026 - 04:49 PM Learn about SEC filing dates

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)
06/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		G(1)		2,500,000	D	$0	32,812,262	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

Explanation of Responses:

1. Represents a bona fide gift of 2,500,000 shares of Common Stock by the Reporting Person to the TH 2026 Irrevocable Trust, dated June 26, 2026, for estate planning purposes, for which no payment or other consideration was received. The trust beneficiaries include members of the Reporting Person's family and future descendants. Consistent with the trust's estate planning objectives, the Reporting Person is neither a trustee nor a beneficiary of the trust and does not have or share voting or investment power over the shares held by the trust.

Remarks:

	/s/ Thomas J. Healy	06/30/2026
	** 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)