Hyliion (HYLN) CFO’s shares sold to cover tax withholding

Rhea-AI Filing Summary

Hyliion Holdings Corp. reported an insider transaction involving Chief Financial Officer Jon Panzer. On this Form 4, 16,820 shares of common stock were sold at a price of $2.04 per share at the direction of the company to cover his tax withholding obligations under an award agreement. After this transaction, Panzer directly holds 957,140 shares of Hyliion common stock.

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)
03/03/2026

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	03/03/2026		J(1)		16,820	D	$2.04	957,140	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. These shares were sold at the direction of the issuer under the terms of the issuer's award agreement with the reporting person. Under the award agreement, the decision to sell shares to cover the reporting person's tax withholding obligations is at the sole discretion of the issuer.

Remarks:

	/s/ Jon Panzer	03/04/2026
	** 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 Hyliion (HYLN) report for CFO Jon Panzer?

Hyliion reported an insider transaction for CFO Jon Panzer where 16,820 shares of common stock were sold. The sale was executed at the company’s direction to cover tax withholding obligations under an existing equity award agreement.

How many Hyliion (HYLN) shares were involved in Jon Panzer’s Form 4 filing?

The Form 4 shows 16,820 shares of Hyliion common stock were sold. These shares were disposed of to satisfy tax withholding obligations related to an award, rather than an open-market investment decision by the executive.

At what price were the Hyliion (HYLN) shares sold in Jon Panzer’s transaction?

The reported transaction lists a sale price of $2.04 per Hyliion share. This price applies to the 16,820 shares sold to cover tax withholding obligations under the company’s award agreement with CFO Jon Panzer.

Why were Jon Panzer’s Hyliion (HYLN) shares sold according to the Form 4 footnote?

The footnote explains the shares were sold at Hyliion’s direction under the award agreement. The purpose was to cover Jon Panzer’s tax withholding obligations, with the decision to sell made solely by the issuer, not by Panzer personally.

How many Hyliion (HYLN) shares does CFO Jon Panzer own after this Form 4 transaction?

After the reported transaction, Jon Panzer directly owns 957,140 shares of Hyliion common stock. This figure reflects his holdings following the sale of 16,820 shares to satisfy tax withholding obligations under the company’s equity award agreement.

Does Jon Panzer’s Hyliion (HYLN) Form 4 indicate an open-market sale?

No, the Form 4 indicates the sale was made at the issuer’s direction to cover tax withholding. The footnote clarifies that selling shares for taxes was at Hyliion’s sole discretion under the existing award arrangement with Jon Panzer.