Hyliion (HYLN) CCO receives major stock and performance awards

Rhea-AI Filing Summary

Hyliion Holdings Corp. granted equity awards to its Chief Commercial Officer, Govindaraj Ramasamy. On February 11, 2026, he acquired 80,488 shares of common stock at $2.05 per share as a restricted stock unit award, bringing his directly owned common shares to 619,993.

He also received 241,464 performance stock incentive units under the 2024 Equity Incentive Plan. These units relate to an equal number of common shares and have an exercise price of $0. The RSU award vests one-third on February 11, 2027, with the remaining two-thirds vesting quarterly over the following two years.

The performance stock units vest only if Hyliion’s closing stock price meets thresholds ranging from $4.00 to $7.00 per share, measured over a 90 to 180-calendar-day average by December 31, 2028.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RAMASAMY GOVINDARAJ

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Incentive Units	241,464	$0.00	--
Grant/Award	Common Stock	80,488	$2.05	$165K

Holdings After Transaction: Performance Stock Incentive Units — 241,464 shares (Direct); Common Stock — 619,993 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^*

RAMASAMY GOVINDARAJ

(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 Commercial 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		80,488	A(1)	$2.05	619,993	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		241,464		12/31/2028	12/31/2028	Common Stock	241,464	$0	241,464	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/ Govindaraj Ramasamy	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 equity awards did Hyliion (HYLN) grant to its Chief Commercial Officer?

Hyliion granted its Chief Commercial Officer 80,488 restricted stock units and 241,464 performance stock incentive units. Both awards were made under the 2024 Equity Incentive Plan and are designed to align his compensation with the company’s long-term share price performance.

How many Hyliion (HYLN) common shares does the CCO own after this Form 4?

After the reported grant, the Chief Commercial Officer directly beneficially owns 619,993 shares of Hyliion common stock. This includes the 80,488 shares acquired through the restricted stock unit award reported with a grant date of February 11, 2026 at $2.05 per share.

What are the vesting terms of the Hyliion (HYLN) restricted stock units?

The restricted stock unit award vests over three years. One-third of the RSUs vest on February 11, 2027, and the remaining two-thirds vest in equal quarterly installments over the following two-year period, subject to the terms of the 2024 Equity Incentive Plan.

How do the Hyliion (HYLN) performance stock incentive units vest?

The performance stock incentive units vest only if specific stock price targets are met. Hyliion’s closing stock price must reach thresholds between $4.00 and $7.00 per share, based on a 90 to 180-day average, by December 31, 2028 under the plan.

What is the exercise price of Hyliion (HYLN) performance stock incentive units?

The performance stock incentive units have an exercise price of $0, meaning no cash payment is required upon settlement. However, the units will deliver common shares only if the pre-defined stock price performance thresholds are satisfied within the specified timeframe.

Is the Hyliion (HYLN) CCO’s Form 4 transaction an open-market stock purchase?

No, the transactions reflect equity awards, not open-market purchases. The Form 4 shows a grant of restricted stock units and performance stock incentive units awarded as compensation under Hyliion’s 2024 Equity Incentive Plan, rather than shares bought on a public exchange.