Hyliion CFO granted stock and performance units

Hyliion Holdings Corp.’s Chief Financial Officer, Jon Panzer, reported equity awards granted on February 11, 2026.

Accepted by SEC EDGAR 02/13/2026 - 06:57 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Hyliion Holdings Corp.’s Chief Financial Officer, Jon Panzer, reported equity awards granted on February 11, 2026. He acquired 100,610 shares of common stock at $2.05 per share, increasing his direct common stock holdings to 973,960 shares.

He also received 301,830 performance stock incentive units under the 2024 Equity Incentive Plan. These units can convert into common stock if the company’s closing share price averages between $4.00 and $7.00 over 90–180 days by December 31, 2028. A separate restricted stock unit award vests one-third on February 11, 2027, with the remaining two-thirds vesting quarterly over the following two years.

Insider Trade Summary

Grant/Award: 402,440 shares

Grant/Award 2 txns

Insider Panzer Jon

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Incentive Units	301,830	$0.00	$0.00
Grant/Award	Common Stock	100,610	$2.05	$206K

Holdings After Transaction: Performance Stock Incentive Units — 301,830 contracts (Direct); Common Stock — 973,960 shares (Direct)

Holdings Before and After: Performance Stock Incentive Units, 0 to 301,830 contracts (Direct); Common Stock, 873,350 to 973,960 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Hyliion (HYLN) report for its CFO?

Hyliion’s CFO Jon Panzer reported receiving equity awards on February 11, 2026. He acquired 100,610 shares of common stock and 301,830 performance stock incentive units, all as grants rather than open-market purchases, under the company’s 2024 Equity Incentive Plan.

How many Hyliion (HYLN) common shares does the CFO hold after this grant?

After the reported grant, Hyliion CFO Jon Panzer beneficially owns 973,960 shares of common stock directly. This reflects the addition of 100,610 newly granted shares at $2.05 per share, as disclosed in the insider ownership table.

What performance conditions apply to Hyliion (HYLN) PSU awards granted to the CFO?

The performance stock incentive units vest only if Hyliion’s closing stock price averages between $4.00 and $7.00 per share over 90–180 calendar days by December 31, 2028. If the share price thresholds are not achieved, the performance units may not convert into common shares.

What is the size of the performance stock unit grant for Hyliion (HYLN) CFO?

The CFO received 301,830 performance stock incentive units with an exercise price of $0. Each unit is linked to one share of common stock, subject to stock price performance targets and an expiration date of December 31, 2028, under the 2024 Equity Incentive Plan.

How do the restricted stock units for Hyliion (HYLN) CFO vest over time?

The restricted stock unit award vests in stages. One-third vests on February 11, 2027, with the remaining two-thirds vesting in equal quarterly installments over the following two-year period. This structure is designed to align the CFO’s compensation with multi-year company performance.

Are Hyliion (HYLN) CFO’s recent equity awards open-market purchases?

No. The filing describes the transactions as grants or awards, coded as acquisitions, not open-market buys. The common stock and performance units were issued under Hyliion’s 2024 Equity Incentive Plan, with specified vesting schedules and performance conditions rather than cash purchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

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)
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		100,610	A(1)	$2.05	973,960	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		301,830		12/31/2028	12/31/2028	Common Stock	301,830	$0	301,830	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/ Jon Panzer	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.