HYLN Insider Filing: CFO Jon Panzer RSU Tax Withholding of 2,435 Shares

Rhea-AI Filing Summary

Jon Panzer, Chief Financial Officer of Hyliion Holdings Corp. (HYLN), reported a transaction on 08/28/2025 that reflects withholding of shares to cover taxes from restricted stock unit vesting. The Form 4 shows 2,435 shares of Hyliion common stock were disposed of at a price of $1.72 per share under code F(1), and the filing explains these shares were withheld to pay a tax liability related to the vesting and distribution of restricted stock units. After the withholding, Mr. Panzer beneficially owns 908,561 shares directly. The form is signed by the reporting person on 08/29/2025.

Positive

• Withholding tied to RSU vesting indicates executive compensation was settled rather than an active market sale
• Reporting shows continued substantial direct ownership with 908,561 shares remaining after withholding

Negative

• 2,435 shares disposed were withheld for taxes, reducing beneficial holdings by that amount

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax withholding by CFO; not an indicator of deliberate selling or change in control.

The Form 4 documents a routine disposition of 2,435 shares under code F(1) explicitly to satisfy tax withholding obligations tied to restricted stock unit vesting and distribution. Such filings are common for executive compensation settlements and do not, on their face, represent voluntary market sales or changes in executive intent toward the company. The remaining direct beneficial ownership of 908,561 shares remains intact per the filing.

Securities Analyst

TL;DR: Small, non-economic disposition for tax purposes; immaterial to investor valuation based on filing alone.

The transaction is coded F(1) and the explanatory note confirms tax withholding related to RSU vesting. The number of shares withheld (2,435) and the disclosed price ($1.72) indicate a modest, administrative disposition rather than a strategic divestiture. Without additional trading or material changes to holdings beyond this withholding, the event is neutral for investors.

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)
08/28/2025

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	08/28/2025		F(1)		2,435	D	$1.72	908,561	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	08/29/2025
	** 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 did Hyliion CFO Jon Panzer report on Form 4 (HYLN)?

The filing reports a disposition of 2,435 shares on 08/28/2025 coded F(1) for tax withholding related to RSU vesting.

How many shares does Jon Panzer beneficially own after this transaction?

The Form 4 states he beneficially owns 908,561 shares directly following the reported transaction.

What does transaction code F(1) mean in this Form 4?

The filing explains the F(1) disposition was shares withheld to pay a tax liability arising from the vesting and distribution of restricted stock units.

At what price were the withheld shares recorded?

The withheld shares are listed at a price of $1.72 per share on the Form 4.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 08/29/2025 following the 08/28/2025 transaction date.