[Form 4] Hyliion Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Healy Thomas J. reported acquisition or exercise transactions in a Form 4 filing for HYLN. The filing lists transactions totaling 1,185,366 shares at a weighted average price of $2.05 per share. Following the reported transactions, holdings were 889,024 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Healy Thomas J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Incentive Units	889,024	$0.00	--
Grant/Award	Common Stock	296,342	$2.05	$608K

Holdings After Transaction: Performance Stock Incentive Units — 889,024 shares (Direct); Common Stock — 35,398,490 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^*

Healy Thomas J.

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		296,342	A(1)	$2.05	35,398,490	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		889,024		12/31/2028	12/31/2028	Common Stock	889,024	$0	889,024	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/ Thomas J. Healy	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 HYLN CEO Thomas Healy report on February 11, 2026?

Thomas Healy reported receiving equity awards rather than buying shares in the market. He was granted 296,342 restricted stock units of common stock and 889,024 performance stock incentive units under Hyliion’s 2024 Equity Incentive Plan, both recorded as acquisitions on February 11, 2026.

How many Hyliion (HYLN) common shares does Thomas Healy own after this Form 4?

After the reported award, Thomas Healy directly beneficially owns 35,398,490 shares of Hyliion common stock. This figure reflects his holdings following the 296,342-share restricted stock unit grant disclosed in the Form 4, as shown in the non-derivative securities table.

What are the terms of Thomas Healy’s restricted stock unit grant from Hyliion (HYLN)?

The grant covers 296,342 restricted stock units of Hyliion common stock, referenced at $2.05 per share. One-third vests on February 11, 2027, while the remaining two-thirds vest in equal quarterly installments over the subsequent two-year period, subject to continued service conditions.

How do the Hyliion (HYLN) performance stock incentive units granted to Thomas Healy work?

Healy received 889,024 performance stock incentive units linked to Hyliion common stock. These units only vest if closing stock price thresholds between $4.00 and $7.00 per share are achieved over 90 to 180 calendar days by December 31, 2028, aligning vesting with share price performance.

Are Thomas Healy’s reported Hyliion (HYLN) transactions open-market buys or equity awards?

The reported transactions are equity awards, not open-market purchases. Both the 296,342 common stock units and 889,024 performance stock incentive units were granted under Hyliion’s 2024 Equity Incentive Plan as compensation, recorded with transaction code “A” for acquisition.

What role does Hyliion’s 2024 Equity Incentive Plan play in this Form 4 for HYLN?

The 2024 Equity Incentive Plan is the source of both awards disclosed. It provided the framework for granting 296,342 restricted stock units and 889,024 performance stock incentive units to CEO Thomas Healy, tying his compensation to Hyliion’s share performance and future vesting milestones.