Hyperion DeFi Form 4: 1M-Share Grant to Director Tied to $150M/$500M Milestones

Rhea-AI Filing Summary

Insider grant and ownership update: On 08/18/2025 Hyunsu Jung, a director and Chief Investment Officer of Hyperion DeFi, Inc. (HYPD), was granted 1,000,000 shares of common stock at a reported price of $0. The Form 4 shows Jung beneficially owns 1,500,000 shares following the reported transaction. The grant is performance-contingent: 500,000 shares vest if the issuer reaches a market capitalization of $150,000,000 and the remaining 500,000 shares vest if market capitalization reaches $500,000,000.

Positive

• 1,000,000-share grant to a director/officer aligns executive incentives with company valuation
• Clear vesting conditions tied to specific market-cap milestones ($150M and $500M) provide transparent performance targets

Negative

• Grant recorded at $0, indicating potential future dilution if shares vest
• Vesting is contingent on market-cap thresholds, so benefits to the insider are not guaranteed
• Document lacks total outstanding shares, so ownership percentage and dilution impact cannot be determined from this filing alone

Insights

Corporate Governance Expert

TL;DR: Director/Officer received performance-contingent equity that aligns pay with market-cap milestones but is not immediately vested.

The filing documents a discretionary equity grant to a named executive and board member with clear vesting tied to company market-capitalization thresholds. This structure links executive upside to market valuation, which can align incentives with shareholders if milestones reflect genuine value creation. However, the awards are contingent on achieving specified market caps, so the economic benefit is not guaranteed until those conditions are met. The report also shows the grant reported at a $0 price, indicating a stock issuance rather than a cash purchase.

Securities Analyst

TL;DR: Material share grant of 1,000,000 conditional shares increases potential outstanding shares and was reported as acquiring 1,000,000 at $0.

The Form 4 discloses a non-derivative acquisition of 1,000,000 common shares recorded on 08/18/2025 and a post-transaction beneficial ownership of 1,500,000 shares for the reporting person. Because vesting depends on market-cap targets, immediate dilution is limited to the reporting mechanics; actual dilution will occur only if market-cap milestones are reached and shares vest. The filing provides explicit counts and vesting triggers but does not disclose total company share count, so percentage ownership impact cannot be calculated from this document alone.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jung Hyunsu

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.0001	1,000,000	$0.00	--

Holdings After Transaction: Common Stock, par value $0.0001 — 1,500,000 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Jung Hyunsu

(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
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

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 $0.0001	08/18/2025		A		1,000,000(1)	A	$0	1,500,000	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. These grants shall vest as follows: (i) 500,000 shares shall vest upon the Issuer achieving a market capitalization of $150,000,000 and (ii) 500,000 shares shall vest upon the Issuer achieving a market capitalization of $500,000,000.

	/s/ Hyunsu Jung	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.
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 transaction did Hyunsu Jung (HYPD) report on Form 4?

The Form 4 reports an acquisition of 1,000,000 common shares on 08/18/2025 and shows 1,500,000 shares beneficially owned following the transaction.

What are the vesting conditions for the 1,000,000 shares reported by HYPD insider?

The grant vests in two tranches: 500,000 shares upon $150,000,000 market capitalization and 500,000 shares upon $500,000,000 market capitalization.

Was there a purchase price reported for the shares on the Form 4?

Yes. The transaction lists a price of $0 for the 1,000,000 shares.

What roles does the reporting person hold at HYPD?

Hyunsu Jung is listed as a Director and the company's Chief Investment Officer.

Does this Form 4 disclose the percentage ownership change for the company?

No. The filing shows the number of shares owned but does not disclose total outstanding shares, so percentage ownership cannot be calculated from this document.