Hyliion (HYLN) insider Thomas Healy covers tax with 159,776-share sale

Rhea-AI Filing Summary

Hyliion Holdings Corp. (HYLN) reported that its Chief Executive Officer, director and 10% owner Thomas J. Healy sold 159,776 shares of common stock on November 17, 2025 at a price of $1.66 per share. After this transaction, he beneficially owned 35,237,111 shares, held directly. According to the disclosure, the sale was made at the direction of the company under an award agreement that allows the issuer to sell shares to cover the reporting person’s tax withholding obligations.

The explanation notes that the sale includes shares sold to cover tax withholding tied to vesting dates on August 25, November 13, and November 14, 2025. Due to an administrative error by a third-party service provider, cash was initially used to satisfy the August 25, 2025 tax obligation, and the related share sale could not occur until the next open trading window, which began on November 17, 2025.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Healy Thomas J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock	159,776	$1.66	$265K

Holdings After Transaction: Common Stock — 35,237,111 shares (Direct)

Footnotes (1)

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. This transaction includes the sale of issuer common shares to cover the reporting person's tax withholding obligation for vesting dates on August 25, November 13, and November 14, 2025. As a result of an administrative error by the issuer's third-party service provider, cash was paid on behalf of the reporting person for tax withholding obligations on the vesting date, August 25, 2025. A corresponding sale of issuer common shares to cover the reporting person's tax withholding obligation on August 25, 2025 could not be completed until the opening of the issuer's next window period. Accordingly, the portion of the above shares attributed to the vesting on August 25, 2025 were sold November 17, 2025, the first available date during an open window period on which the shares could be sold on behalf of the reporting person.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/18/2025 - 05:07 PM 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^*

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)
11/17/2025

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	11/17/2025		J(1)(2)		159,776	D	$1.66	35,237,111	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.

2. This transaction includes the sale of issuer common shares to cover the reporting person's tax withholding obligation for vesting dates on August 25, November 13, and November 14, 2025. As a result of an administrative error by the issuer's third-party service provider, cash was paid on behalf of the reporting person for tax withholding obligations on the vesting date, August 25, 2025. A corresponding sale of issuer common shares to cover the reporting person's tax withholding obligation on August 25, 2025 could not be completed until the opening of the issuer's next window period. Accordingly, the portion of the above shares attributed to the vesting on August 25, 2025 were sold November 17, 2025, the first available date during an open window period on which the shares could be sold on behalf of the reporting person.

Remarks:

	/s/ Thomas J. Healy	11/18/2025
	** 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.