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

Rhea-AI Filing Summary

Ellen R. Strahlman, a director of Hyperion DeFi, Inc. (HYPD), received an award of 50,000 restricted stock units (RSUs) on 08/18/2025 at no cash price. After the grant, she beneficially owns 56,706 shares. The RSUs vest in three tranches: 25,000 on 12/15/2025, 12,500 on 05/26/2026 and 12,500 on 08/16/2026.

The award also contains acceleration provisions: all RSUs vest immediately upon a defined Corporate Transaction or if her board service ends for reasons other than her voluntary resignation. The Form 4 was signed by Ms. Strahlman on 08/20/2025.

Positive

• Director equity alignment: 50,000 RSUs granted, increasing Ms. Strahlman's beneficial ownership to 56,706 shares
• Clear vesting schedule: RSUs vest in three defined tranches on 12/15/2025, 05/26/2026, and 08/16/2026

Negative

• Acceleration provision: Full vesting occurs upon a defined Corporate Transaction or certain terminations, which could hasten insider ownership transfer
• No cash consideration: RSUs were granted at $0, representing dilution potential without offsetting cash inflow

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant aligned with governance practices; acceleration clauses are notable for change-of-control scenarios.

The 50,000 RSU grant follows common practice of compensating directors with equity to align interests with shareholders. The vesting schedule is time-based over roughly one year, concentrating a substantial portion in the first tranche on 12/15/2025. The acceleration on a Corporate Transaction or on certain terminations is material from a governance perspective because it permits immediate vesting in the event of a sale or non-voluntary board exit, which could affect post-transaction ownership and incentives.

Securities Analyst

TL;DR: Transaction is a non-cash RSU grant increasing insider stake to 56,706 shares; impact appears routine and non-disruptive.

The Form 4 reports an award priced at $0, indicating compensation rather than a market purchase. The resulting beneficial ownership figure is explicit. There are no derivative transactions reported and no cash proceeds or exercises. Absent additional context on share count or market capitalization, this disclosure signals management alignment but does not by itself imply a material change to capital structure.

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^*

Strahlman Ellen R

(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	56,706	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/ Ellen Strahlman	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).
** 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.
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FAQ

What did HYPD director Ellen Strahlman report on Form 4?

She reported a grant of 50,000 restricted stock units (RSUs) on 08/18/2025 and beneficial ownership of 56,706 shares.

When do the RSUs granted to Ms. Strahlman vest?

They vest in three tranches: 25,000 on 12/15/2025, 12,500 on 05/26/2026 and 12,500 on 08/16/2026.

Was there any cash paid for the RSUs in the HYPD Form 4?

No cash was paid; the reported price is $0 for the RSU grant.

Are there acceleration conditions for the RSUs reported by HYPD (HYPD)?

Yes. The RSUs vest in full upon a Corporate Transaction or if the director's board service ends for reasons other than her voluntary resignation.

When was the Form 4 signed and filed by Ellen Strahlman?

The Form 4 was signed by Ellen Strahlman on 08/20/2025.