Hyliion CFO reports tax-driven share disposition

Hyliion Holdings Corp. Chief Financial Officer Jon Panzer reported two non-market transactions in company common stock.

Rhea-AI Filing Summary

Hyliion Holdings Corp. Chief Financial Officer Jon Panzer reported two non-market transactions in company common stock. On May 19 and May 20, a total of 8,065 shares were sold at prices of $4.06 and $3.92 per share, respectively.

According to the award agreement, these sales were executed at the issuer’s direction solely to cover Panzer’s tax withholding obligations, rather than as discretionary trades. After these transactions, Panzer directly holds 949,075 shares of Hyliion common stock.

Insider Trade Summary

Other: 8,065 shares

Other 2 txns

Insider Panzer Jon

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Other	Common Stock	1,965	$3.92	$8K
Other	Common Stock	6,100	$4.06	$25K

Holdings After Transaction: Common Stock — 949,075 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares sold May 19: 6,100 shares at $4.06 Shares sold May 20: 1,965 shares at $3.92 Total shares affected: 8,065 shares +2 more

5 metrics

Shares sold May 19 6,100 shares at $4.06 Common stock transaction on May 19, 2026

Shares sold May 20 1,965 shares at $3.92 Common stock transaction on May 20, 2026

Total shares affected 8,065 shares RestructuringShares in transaction summary

Post-transaction holdings 949,075 shares Common stock directly owned after transactions

Transaction code J (Other acquisition or disposition) Non-derivative common stock entries

Key Terms

award agreement, tax withholding obligations, Other acquisition or disposition, restructuringShares

4 terms

award agreement financial

"sold at the direction of the issuer under the terms of the issuer's award agreement with the reporting person"

An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

tax withholding obligations financial

"decision to sell shares to cover the reporting person's tax withholding obligations is at the sole discretion of the issuer"

Other acquisition or disposition financial

"transaction_code_description": "Other acquisition or disposition""

restructuringShares financial

""restructuringShares": 8065"

FAQ

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

What insider transaction did Hyliion (HYLN) CFO Jon Panzer report?

Hyliion CFO Jon Panzer reported two non-market transactions in common stock. A total of 8,065 shares were sold over May 19–20 under his award agreement to satisfy tax withholding obligations, with the sales directed by the issuer rather than as open-market trades.

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

The Form 4 shows 8,065 Hyliion common shares affected across two transactions. One sale covered 6,100 shares at $4.06, and another covered 1,965 shares at $3.92, both executed to address Panzer’s tax withholding obligations under his equity award agreement.

Why were Hyliion (HYLN) CFO Jon Panzer’s shares sold in this filing?

The shares were sold to cover Jon Panzer’s tax withholding obligations tied to his equity awards. The footnote explains that, under the issuer’s award agreement, the issuer alone decides whether to sell shares for taxes, making these routine, issuer-directed tax-related dispositions.

How many Hyliion (HYLN) shares does CFO Jon Panzer hold after these transactions?

After the reported transactions, Jon Panzer directly holds 949,075 shares of Hyliion common stock. This figure reflects his remaining position following the issuer-directed sales of 8,065 shares used to satisfy tax withholding obligations under the terms of his award agreement.

Were Jon Panzer’s Hyliion (HYLN) transactions open-market buys or sells?

No, the transactions were not discretionary open-market trades. They are coded as “Other acquisition or disposition” and the footnote states the issuer sold shares at its discretion solely to cover Panzer’s tax withholding obligations, which is typically viewed as a routine administrative action.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:20 PM EDT Learn about SEC filing dates

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 TEXAS 78613

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/19/2026		J(1)		6,100	D	$4.06	951,040	D
Common Stock	05/20/2026		J(1)		1,965	D	$3.92	949,075	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	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)