[Form 4] Hyperion DeFi, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael S. Geltzeiler, a director of Hyperion DeFi, Inc. (HYPD), received 50,000 restricted stock units (RSUs) on 08/18/2025 at no cash price. The RSUs are recorded as non‑derivative equity awards and leave the reporting person with 58,015 shares beneficially owned after the grant. The RSUs vest in three tranches: 25,000 on December 15, 2025; 12,500 on May 26, 2026; and 12,500 on August 16, 2026. The awards also vest immediately in full upon a defined Corporate Transaction or if the director’s service ends for any reason other than a self‑initiated resignation. This Form 4 was signed by the reporting person on 08/20/2025.

Insights

Financial Analyst

TL;DR: A director received 50,000 RSUs that vest over ~1 year with standard acceleration on a corporate transaction.

The grant increases the director’s alignment with shareholders by converting compensation into equity rather than cash. The vesting schedule is front‑loaded with nearly half the award vesting by year‑end, which could help retention in the near term. The immediate acceleration on a Corporate Transaction is typical and protects the director in an M&A scenario. The filing shows 58,015 total shares beneficially owned post‑grant, which is useful for assessing insider exposure.

Corporate Governance Expert

TL;DR: Standard director equity grant with time‑based vesting and customary change‑in‑control acceleration.

The RSU terms disclosed—time‑based vesting plus full acceleration on a Corporate Transaction or non‑resignation termination—match common governance practices to incentivize continued service and protect against transaction risk. The Form 4 disclosure is straightforward and includes the vesting dates and the triggering conditions for acceleration, providing clear transparency over the officer’s potential future ownership and dilution timing.

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

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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^*

GELTZEILER MICHAEL S

(Last) (First) (Middle)

C/O HYPERION DEFI, INC.

23461 SOUTH POINT DRIVE, SUITE 390

(Street)

LAGUNA HILLS CA 92653

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HYPERION DEFI, INC. [ HYPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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, par value $.0001	08/18/2025		A		50,000(1)	A	$0	58,015	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. Represents restricted stock units ("RSUs") that vest as follows: (1) 25,000 RSUs shall vest on December 15, 2025; (2) 12,500 RSUs shall vest on May 26, 2026; and (3) 12,500 RSUs shall vest on August 16, 2026; provided, however, that such awards shall vest immediately in full upon the date on which a Corporate Transaction (as defined in the Issuer's Amended and Restated 2018 Omnibus Stock Incentive Plan) has occurred, or (b) the date on which the Reporting Person's service on the Issuer's Board of Directors (the "Board") concludes for any reason other than a self-initiated decision by such Reporting Person to step down from the Board.

	/s/ Michael Geltzeiler	08/20/2025
	** 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).
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