Hyperion DeFi (HYPD) revises executive contracts with new bonuses and CIC pay

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hyperion DeFi, Inc. updated employment agreements for CEO Hyunsu Jung, CFO David Knox, and General Counsel Robert Rubenstein effective July 7, 2026. The changes align severance protections and incentives and are described as intended to ensure consistent treatment and reflect industry best practices.

All three executives receive enhanced protections if terminated without cause or resigning for good reason, with additional cash payments if this occurs within 12 months after a change in control. Time- or service-based vesting conditions on their equity awards will fully vest upon a change in control while they remain employed. Knox and Rubenstein can earn performance-based annual cash bonuses up to 75% and 35% of base salary, respectively, and Rubenstein’s base salary is set at $325,000.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Rubenstein base salary: $325,000 per year Knox bonus opportunity: Up to 75% of base salary Rubenstein bonus opportunity: Up to 35% of base salary +3 more

6 metrics

Rubenstein base salary $325,000 per year Base salary under new employment agreement

Knox bonus opportunity Up to 75% of base salary Maximum annual cash bonus for CFO, performance-based

Rubenstein bonus opportunity Up to 35% of base salary Maximum annual cash bonus for General Counsel, performance-based

Salary continuation 12 months of base salary Severance for Knox and Rubenstein upon qualifying termination

Health benefits continuation Up to 12 months Group health insurance continuation for Knox and Rubenstein

Change-in-control period 12 months following change in control Window for enhanced severance and target bonus eligibility

Key Terms

change in control, good reason, accrued obligations, equity incentive awards, +2 more

6 terms

change in control financial

"such termination occurs within 12 months following a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

good reason financial

"or by the executive for good reason (as defined in the Knox Employment Agreement"

accrued obligations financial

"the executive will be entitled to receive: (i) accrued obligations"

equity incentive awards financial

"vesting conditions applicable to equity incentive awards held by the executive"

Equity incentive awards are company grants that pay employees or directors with a stake in the business—typically stock, stock options, or restricted shares—rather than only cash. They matter to investors because they align employees’ interests with shareholders (like giving team members slices of the same pie to encourage growth) but can also increase the total number of shares outstanding, which can reduce each existing shareholder’s percentage ownership and impact reported profits.

target bonus financial

"he will be eligible to receive a payment equal to his target bonus for the year of termination"

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 07/08/2026 - 09:01 AM Accepted by SEC EDGAR 07/08/2026 - 09:01 AM

FAQ

What did Hyperion DeFi (HYPD) change in its executive employment agreements?

Hyperion DeFi updated employment agreements for its CEO, CFO, and General Counsel. The revisions standardize severance, change-in-control protections, equity vesting on a change in control, and performance-based bonus opportunities to align treatment across executives and with stated industry best practices.

How do the new Hyperion DeFi (HYPD) agreements handle termination without cause?

If the CFO or General Counsel is terminated without cause or resigns for good reason, they receive accrued obligations, 12 months of base salary, and up to 12 months of group health benefits. They may also receive a target bonus if termination follows a change in control.

What are the change-in-control benefits for Hyperion DeFi (HYPD) executives?

If a qualifying termination occurs within 12 months after a change in control, each covered executive is eligible for a cash payment equal to their target bonus for that year. In addition, all time- or service-based vesting conditions on their equity incentive awards are deemed satisfied.

What bonus opportunities do David Knox and Robert Rubenstein have at Hyperion DeFi (HYPD)?

Under the new agreements, the CFO, David Knox, may earn an annual cash bonus up to 75% of base salary. The General Counsel, Robert Rubenstein, may earn an annual cash bonus up to 35% of base salary, in each case subject to Board-approved performance goals.

What is Robert Rubenstein’s new base salary at Hyperion DeFi (HYPD)?

The updated employment agreement for General Counsel Robert Rubenstein sets his annual base salary at $325,000. This salary level is part of a broader package that also includes potential performance-based bonuses and enhanced severance and change-in-control protections.

How do the new Hyperion DeFi (HYPD) agreements affect executive equity awards?

The agreements state that if a change in control occurs while an executive is still employed, any time- or service-based vesting conditions on that executive’s equity incentive awards will be treated as satisfied. This effectively accelerates vesting upon a qualifying change in control.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2026

HYPERION DEFI, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38365		47-1178401
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3090 Nowitzki Way

Suite 300

Dallas, TX 75219

(Address of Principal Executive Offices, and Zip Code)

(833) 393-6684

Registrant’s Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)		(Trading Symbol)		(Name of each exchange on which registered)
Common stock, par value $0.0001 per share		HYPD		The Nasdaq Stock Market (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 7, 2026, the Company entered into new employment agreements with the following executive officers of the Company: Hyunsu Jung, the Company’s Chief Executive Officer and Chief Investment Officer, David Knox, the Company’s Chief Financial Officer, and Robert Rubenstein, the Company’s General Counsel. The changes are intended to ensure consistency in treatment among the individual executives and to conform with best practices for executives in the Company’s industry.

The new employment agreement with Mr. Jung (the “Jung Employment Agreement”) provides that if Mr. Jung’s employment is terminated by the Company other than for cause (as defined in the Jung Employment Agreement), disability or death, or by Mr. Jung for good reason (as defined in the Jung Employment Agreement) and such termination occurs within 12 months following a change in control (as defined in the Jung Employment Agreement), he will be eligible to receive a payment equal to his target bonus for the year of termination (in addition to the severance benefits provided in his prior employment agreement, which has been previously disclosed).

The new employment agreement with Mr. Knox (the “Knox Employment Agreement”) and the new employment agreement with Mr. Rubenstein (the “Rubenstein Employment Agreement”) provide that if the executive’s employment is terminated by the Company other than for cause (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), disability, or death, or by the executive for good reason (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), the executive will be entitled to receive: (i) accrued obligations (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable); (ii) 12 months of his then-current annual base salary; (iii) continuation of up to 12 months of group health insurance benefits; and (iv) if such termination occurs within 12 months following a change in control (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), a payment equal to his target bonus for the year of termination.

Additionally, the Jung Employment Agreement, Knox Employment Agreement and Rubenstein Employment Agreement provide that in the event a change in control occurs while the executive remains employed by the Company, any time- or service-based vesting conditions applicable to equity incentive awards held by the executive shall be deemed satisfied.

Under the Knox Employment Agreement and the Rubenstein Employment Agreement, each of Mr. Knox and Mr. Rubenstein will be eligible to earn a cash bonus, subject to the achievement of performance goals and conditions established by the Board or the compensation committee of the Board, in an amount up to 75% of base salary, in the case of Mr. Knox, or up to 35% of base salary, in the case of Mr. Rubenstein.

Further, the Rubenstein Employment Agreement provides that Mr. Rubenstein’s base salary will now be $325,000.

The foregoing description of the new employment agreements does not purport to be complete and is qualified in its entirety by the full text of each executive’s new employment agreement, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1		Employment Agreement dated as of July 7, 2026, by and between Hyperion DeFi, Inc. and Hyunsu Jung
10.2		Employment Agreement dated as of July 7, 2026, by and between Hyperion DeFi, Inc. and David Knox
10.3		Employment Agreement dated as of July 7, 2026, by and between Hyperion DeFi, Inc. and Robert Rubenstein
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HYPERION DEFI, INC.

Date: July 8, 2026	/s/ Hyunsu Jung
	Hyunsu Jung
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents