HYLN Form 4: CEO Disposes 61,603 Shares for Tax on RSU Vesting

Rhea-AI Filing Summary

Thomas J. Healy, CEO and director of Hyliion Holdings Corp. (HYLN), reported a sale of common stock on 08/25/2025. The Form 4 shows he disposed of 61,603 shares at $1.77 per share to pay a tax liability tied to the vesting and distribution of restricted stock units. After the transaction, Healy beneficially owned 35,335,284 shares. The filing is a routine section 16 disclosure recording an insider sale to satisfy tax obligations from equity compensation.

Positive

• Transaction disclosed with a clear explanation that proceeds were used to satisfy a tax liability from RSU vesting
• Significant post-transaction beneficial ownership remains (35,335,284 shares), indicating continued insider alignment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider sale was for tax payment related to RSU vesting; transaction appears routine and non-strategic.

The Form 4 discloses a single non-derivative sale of 61,603 common shares at $1.77 each on 08/25/2025, with the stated purpose of covering tax liabilities from vested restricted stock units. The reported post-transaction beneficial ownership remains substantial at 35,335,284 shares, indicating continued alignment with shareholders. There is no indication in the filing of other motivations such as diversification, pledging, or planned disposition. Given the explicit explanation and size relative to total reported holdings, this is a routine compliance disclosure rather than a governance red flag.

Securities Analyst

TL;DR: Transaction is a small, disclosed sale tied to compensation tax; limited market or valuation implication.

The sale of 61,603 shares at $1.77 is recorded as a disposition to satisfy taxes from RSU vesting. The filing provides exact shares sold and remaining beneficial ownership (35,335,284 shares), but does not include broader financial context such as company market capitalization or insider ownership percentage. Without additional data, this single tax-driven sale provides no clear signal on company performance or insider sentiment beyond routine compensation processing.

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

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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^*

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)
08/25/2025

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	08/25/2025		F(1)		61,603	D	$1.77	35,335,284	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. Shares sold for the payment of a tax liability related to the vesting and distribution of restricted stock units.

Remarks:

	/s/ Thomas J. Healy	08/25/2025
	** 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.

FAQ

What did Hyliion CEO Thomas J. Healy report on Form 4 (HYLN)?

He reported selling 61,603 common shares at $1.77 per share on 08/25/2025 to pay a tax liability related to vested restricted stock units.

How many Hyliion shares does Thomas J. Healy own after the sale?

The Form 4 shows Healy beneficially owned 35,335,284 shares following the reported transaction.

Was the sale part of a trading plan under Rule 10b5-1?

The filing does not indicate that the transaction was made pursuant to a Rule 10b5-1 plan; it states the sale was to satisfy a tax liability from RSU vesting.

Does the Form 4 include derivative transactions or option exercises?

No. Table II for derivative securities lists no entries; the reported activity is a non-derivative common stock sale.

What is the price per share and total consideration for the sale?

The sale price is reported as $1.77 per share for 61,603 shares. The filing does not state gross proceeds explicitly, but multiplication gives $109,119.31 before taxes and fees.