Hyperion DeFi insider: 50,000 RSUs awarded to director, acceleration on change‑in‑control

Rhea-AI Filing Summary

Hyperion DeFi director Happy David Walters received 50,000 restricted stock units (RSUs) reported as a non‑derivative acquisition on 09/08/2025. The RSUs are recorded at $0 and are beneficially owned directly following the grant. The award vests in three tranches: 25,000 RSUs on March 31, 2026; 12,500 RSUs on August 16, 2026; and 12,500 RSUs on November 16, 2026. The RSUs accelerate and vest in full if the company undergoes a change in control or if the director’s board service is terminated for reasons other than a voluntary resignation.

Positive

• Director retention incentive through a time‑based RSU grant that aligns the director’s interests with shareholder value over 2026
• Clear vesting schedule provided with specified dates and amounts, improving transparency about future potential dilution timing

Negative

• Acceleration on change in control could increase equity payouts in an M&A scenario, potentially diluting other shareholders
• No information on total outstanding shares or dilution impact is provided, so investors cannot assess materiality from this filing alone

Insights

Financial Analyst

TL;DR: Director grant aligns compensation with future performance and tie to change‑in‑control protects the director's interests.

The 50,000 RSU grant represents a compensation award rather than a cash purchase, recorded at $0 which indicates a grant of equity rather than a market purchase. Vesting over three dates through late 2026 creates a multi‑period retention incentive. The acceleration on change in control or involuntary termination is standard for executive/director awards and increases the potential realized value of the grant in a corporate transaction. This disclosure does not quantify dilution impact or the total share count, so materiality to shareholders cannot be determined from this form alone.

Corporate Governance Expert

TL;DR: Grant follows common governance practice but includes typical acceleration protections that investors should note.

The award is structured as time‑based RSUs with explicit vesting dates and a change‑in‑control termination provision that accelerates full vesting. Such provisions are customary but can be important in M&A scenarios because they effectively create contingent equity payouts. The form shows direct beneficial ownership of 50,000 RSUs post‑grant. The filing does not disclose whether the award was approved by the board or a compensation committee in this document, so oversight details are not available here.

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^*

Walters Happy David

(Last) (First) (Middle)

C/O HYPERION DEFI, INC.

23461 SOUTH POINTE 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)
09/08/2025

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 $0.0001	09/08/2025		A		50,000(1)	A	$0	50,000	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 March 31, 2026; (2) 12,500 RSUs shall vest on August 16, 2026; and (3) 12,500 RSUs shall vest on November 16, 2026; provided, however, that such awards shall vest immediately and in full upon a change in control of the Company or termination of the director's board service for other than a voluntary resignation.

	/s/ Happy David Walters	09/09/2025
	** 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 HYPD director Happy David Walters receive?

He received 50,000 restricted stock units (RSUs) reported as a non‑derivative acquisition.

When do the HYPD RSUs vest?

Vesting is in three tranches: 25,000 on March 31, 2026; 12,500 on August 16, 2026; and 12,500 on November 16, 2026.

Does the award accelerate on certain events?

Yes, the RSUs vest immediately and in full upon a change in control or if the director’s board service is terminated for reasons other than voluntary resignation.

Was there a cash price for the transaction?

No; the RSUs are reported with a price of $0, indicating a grant rather than a purchase.

Is the reported ownership direct or indirect?

The form reports the ownership form as Direct (D) following the reported transaction.