Hyliion (HYLN) awards RSUs and performance stock units to legal chief

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hyliion Holdings Corp. granted equity awards to its Chief Legal & Compliance Officer, Jose Miguel Oxholm. He received 95,122 shares of common stock as a restricted stock unit award valued at $2.05 per share, bringing his directly held common stock to 848,270 shares after the grant.

The RSU award was issued under Hyliion’s 2024 Equity Incentive Plan, with one-third vesting on February 11, 2027 and the remaining two-thirds vesting quarterly in equal amounts over the following two years. He also received 285,366 performance stock incentive units, which can convert into an equal number of common shares if the stock meets closing price targets between $4.00 and $7.00 per share over a 90–180 day average by December 31, 2028.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Oxholm Jose Miguel

Role Chief Legal&Compliance Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Incentive Units	285,366	$0.00	--
Grant/Award	Common Stock	95,122	$2.05	$195K

Holdings After Transaction: Performance Stock Incentive Units — 285,366 shares (Direct); Common Stock — 848,270 shares (Direct)

Footnotes (1)

The Reporting Person received a grant of restricted stock units ("RSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. One-third (1/3) of the RSU Award will vest on February 11, 2027, and the remaining two-thirds (2/3) of the RSU Award will vest quarterly in equal amounts over a two-year period thereafter. The Reporting Person received a grant of performance stock incentive units ("PSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. The award is contingent upon achieving underlying closing stock price thresholds ranging from $4.00 to $7.00 per share over a 90 to 180-calendar-day average by December 31, 2028.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 06:58 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
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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^*

Oxholm Jose Miguel

(Last)

(First)

(Middle)

C/O HYLIION HOLDING CORP.

1202 BMC DRIVE, SUITE 100

(Street)

CEDAR PARK

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 Legal&Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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)
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	02/11/2026		A		95,122	A⁽¹⁾	$2.05	848,270	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)
Performance Stock Incentive Units	⁽²⁾	02/11/2026		A		285,366		12/31/2028	12/31/2028	Common Stock	285,366	$0	285,366	D

Explanation of Responses:

1. The Reporting Person received a grant of restricted stock units ("RSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. One-third (1/3) of the RSU Award will vest on February 11, 2027, and the remaining two-thirds (2/3) of the RSU Award will vest quarterly in equal amounts over a two-year period thereafter.

2. The Reporting Person received a grant of performance stock incentive units ("PSU Award") pursuant to the Issuer's 2024 Equity Incentive Plan. The award is contingent upon achieving underlying closing stock price thresholds ranging from $4.00 to $7.00 per share over a 90 to 180-calendar-day average by December 31, 2028.

Remarks:

	/s/ Jose Miguel Oxholm	02/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Hyliion (HYLN) disclose in this Form 4 filing?

Hyliion reported equity awards to its Chief Legal & Compliance Officer, Jose Miguel Oxholm. He received restricted stock units and performance stock incentive units under the 2024 Equity Incentive Plan, increasing both his common stock holdings and potential future share-based compensation.

How many Hyliion (HYLN) common shares did Jose Miguel Oxholm receive?

Jose Miguel Oxholm acquired 95,122 shares of Hyliion common stock through a restricted stock unit grant. After this award, he directly beneficially owns 848,270 shares of common stock, reflecting his updated equity stake from this compensation-related transaction.

What are the vesting terms of Oxholm’s Hyliion RSU award?

The RSU award vests over three years. One-third of the restricted stock units vests on February 11, 2027, while the remaining two-thirds vest in equal quarterly installments over the following two-year period, aligning long-term compensation with continued service at Hyliion.

What performance conditions apply to Hyliion (HYLN) performance stock units?

The 285,366 performance stock incentive units vest only if stock price goals are met. Hyliion must achieve closing price thresholds between $4.00 and $7.00 per share, based on a 90 to 180-calendar-day average, by December 31, 2028 for these units to pay out.

How many performance stock units did Oxholm receive from Hyliion?

Jose Miguel Oxholm received 285,366 performance stock incentive units under Hyliion’s 2024 Equity Incentive Plan. Each unit is tied to stock price performance targets and is structured to settle in an equivalent number of common shares if the conditions are satisfied.

Is Oxholm’s Hyliion equity grant an open-market stock purchase?

No, Oxholm’s transactions are grants, not open-market purchases. The Form 4 shows equity awards coded as acquisitions under the 2024 Equity Incentive Plan, including restricted stock units and performance-based units awarded as part of his executive compensation package.