Hyliion (HYLN) CEO Thomas Healy reports award-related stock sales for tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hyliion Holdings Corp. Chief Executive Officer Thomas J. Healy reported two "other" transactions in Hyliion common stock. On May 19 and May 20, a total of 28,026 shares were sold at prices of $4.08 and $3.98 per share.

According to the disclosure, these shares were sold at the direction of Hyliion under the terms of its award agreement with Healy to cover his tax withholding obligations. After these transactions, Healy directly held about 35.3 million shares of Hyliion common stock, indicating the changes were small relative to his overall position.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Healy Thomas J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock	11,426	$3.98	$45K
Other	Common Stock	16,600	$4.08	$68K

Holdings After Transaction: Common Stock — 35,312,262 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares transacted May 20: 11,426 shares at $3.98 Shares transacted May 19: 16,600 shares at $4.08 Total restructuring shares: 28,026 shares +2 more

5 metrics

Shares transacted May 20 11,426 shares at $3.98 Common stock coded as other acquisition or disposition on May 20

Shares transacted May 19 16,600 shares at $4.08 Common stock coded as other acquisition or disposition on May 19

Total restructuring shares 28,026 shares Total J-code restructuringShares across both transactions

Holdings after final transaction 35,312,262 shares Direct Hyliion common stock held by Thomas Healy after May 20

Transaction code J (other acquisition or disposition) Indicates restructuring-type transactions rather than open-market trades

Key Terms

Form 4, Other acquisition or disposition, award agreement, tax withholding obligations, +1 more

5 terms

Form 4 financial

"Thomas J. Healy reported two Form 4 transactions labeled as "other" in Hyliion common stock."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Other acquisition or disposition financial

"The transactions are coded as "J" for other acquisition or disposition and are not open-market trades."

award agreement financial

"The shares were sold at Hyliion’s direction under its award agreement with Thomas Healy."

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

"The filing states the sales were made solely to cover the reporting person’s tax withholding obligations related to his equity compensation."

restructuringShares financial

"Total J-code restructuringShares across both transactions."

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:20 PM

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

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		J⁽¹⁾		16,600	D	$4.08	35,323,688	D
Common Stock	05/20/2026		J⁽¹⁾		11,426	D	$3.98	35,312,262	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Thomas J. Healy	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Hyliion (HYLN) CEO Thomas Healy report?

Thomas J. Healy reported two Form 4 transactions labeled as "other" in Hyliion common stock. In total, 28,026 shares were sold on May 19 and May 20 under issuer direction, linked to his equity award agreement.

At what prices were the Hyliion (HYLN) shares transacted in the Form 4?

The reported Hyliion common stock transactions occurred at prices of $4.08 and $3.98 per share. These prices applied to transactions on May 19 and May 20, respectively, as part of routine award-related activity.

Why were Thomas Healy’s Hyliion (HYLN) shares sold in these transactions?

The shares were sold at Hyliion’s direction under its award agreement with Thomas Healy. The filing states the sales were made solely to cover the reporting person’s tax withholding obligations related to his equity compensation.

How many Hyliion (HYLN) shares did Thomas Healy hold after these Form 4 transactions?

Following the reported transactions, Thomas Healy directly held 35,312,262 shares of Hyliion common stock. This indicates the 28,026 shares involved represented a small adjustment relative to his total direct holdings.

Do the Hyliion (HYLN) Form 4 transactions reflect open-market buying or selling by the CEO?

The transactions are coded as "J" for other acquisition or disposition and are not open-market trades. The filing explains the issuer directed the sales strictly to satisfy tax withholding obligations under the equity award agreement.