Hyliion CFO reports small share dispositions tied to RSU tax withholding

Rhea-AI Filing Summary

Jon Panzer, Chief Financial Officer of Hyliion Holdings Corp. (HYLN), reported two small share dispositions tied to restricted stock unit vesting. The Form 4 shows that on 08/12/2025 he disposed of 6,271 shares at $1.69 each and on 08/13/2025 he disposed of 5,226 shares at $1.66 each. Following those transactions his beneficial ownership declined from 922,493 to 910,996 shares, reflecting shares withheld to cover taxes associated with the vesting and distribution of restricted stock units. The filing is signed by Mr. Panzer on 08/14/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting; not a discretionary open-market sale and typically not a negative governance signal.

This Form 4 documents withholding of vested restricted stock units to satisfy tax liabilities, which is a common administrative action. The sizes of the dispositions (6,271 and 5,226 shares) are small relative to the reported post-transaction beneficial ownership and are explicitly described as tax-related. From a governance perspective, such transactions do not indicate a change in executive intent about company prospects and are not unusual following RSU distributions.

Securities Analyst

TL;DR: Insider reduced share count modestly via withholding; transaction amounts and prices are disclosed and routine.

The reported prices ($1.69 and $1.66) reflect the consideration used for the withheld shares. The post-transaction beneficial ownership totals (916,222 after 08/12 and 910,996 after 08/13) show the remaining stake size. Because the filing states the dispositions were to cover tax obligations from RSU vesting, these sales are administrative rather than indicative of a strategic exit or liquidity event.

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

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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^*

Panzer Jon

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		F(1)		6,271	D	$1.69	916,222	D
Common Stock	08/13/2025		F(1)		5,226	D	$1.66	910,996	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. Shares withheld for the payment of a tax liability related to the vesting and distribution of restricted stock units.

Remarks:

	/s/ Jon Panzer	08/14/2025
	** 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 transactions did Jon Panzer report on Form 4 for HYLN?

He reported dispositions of 6,271 shares on 08/12/2025 at $1.69 and 5,226 shares on 08/13/2025 at $1.66.

Why were the shares disposed according to the filing?

The filing explains the shares were withheld to pay tax liabilities related to the vesting and distribution of restricted stock units.

How many shares did Mr. Panzer beneficially own after the transactions?

The Form 4 reports 916,222 shares after the 08/12 transaction and 910,996 shares after the 08/13 transaction.

When was the Form 4 signed by the reporting person?

The Form 4 is signed /s/ Jon Panzer on 08/14/2025.

Do the transactions indicate open-market sales by the CFO?

The filing characterizes these dispositions as tax-withholding for RSU vesting, not voluntary open-market sales.