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

Rhea-AI Filing Summary

Rachel Jacobson, a director of Hyperion DeFi, Inc. (HYPD), was granted 50,000 restricted stock units (RSUs) on 08/18/2025. The RSUs are non‑cash awards that vest in three tranches: 25,000 on December 15, 2025; 12,500 on May 26, 2026; and 12,500 on August 16, 2026. All RSUs will vest immediately if a defined Corporate Transaction occurs or if Ms. Jacobson’s board service ends for any reason other than her voluntary resignation. After the grant, Ms. Jacobson beneficially owns 56,301 shares. The filing is a Form 4 disclosure signed and dated 08/20/2025.

Positive

• Director alignment: Grant of 50,000 RSUs aligns the reporting director’s interests with shareholders through equity incentives
• Clear vesting and acceleration: Vesting schedule and immediate vesting upon Corporate Transaction or involuntary board exit are explicitly disclosed
• Transparency: Filing discloses post‑grant beneficial ownership of 56,301 shares

Negative

• Potential dilution: The grant increases outstanding equity obligations, though the Form 4 does not state total outstanding shares or percentage impact
• Missing compensation details: The filing does not disclose grant fair value, accounting expense, or board approval details

Insights

Corporate Governance Expert

TL;DR: Director granted time‑based RSUs with change‑in‑control and termination vesting provisions; typical executive compensation structure.

The award aligns a director’s interests with shareholders through equity compensation that vests over 8–12 months and accelerates on a Corporate Transaction or involuntary termination. This structure is common for board retention and for aligning incentives around exit events. The post‑grant beneficial ownership of 56,301 shares provides transparency on insider holdings. There is no disclosure here of grant fair value, expense recognition, or whether the grant was approved by disinterested directors, so governance implications are limited to the vesting and acceleration mechanics explicitly stated.

Securities/Compensation Analyst

TL;DR: 50,000 RSUs issued to a director, vesting schedule provided; impact appears routine and non‑dilutive at material levels.

The filing documents a non‑derivative grant of 50,000 RSUs at $0 cash price and specifies vesting dates and acceleration triggers. Such grants are routine for board compensation and retention. The disclosure lists 56,301 shares beneficially owned after the transaction, which helps investors assess insider exposure. The Form 4 does not include reserve pool size, percentage of outstanding common stock, or accounting details, limiting assessment of dilution and expense impact.

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^*

JACOBSON RACHEL

(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	56,301	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/ Rachel Jacobson	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 did Rachel Jacobson report on Form 4 for HYPD?

She reported a grant of 50,000 restricted stock units (RSUs) on 08/18/2025 and beneficial ownership of 56,301 shares.

When do the RSUs granted to the HYPD director vest?

The RSUs vest 25,000 on 12/15/2025, 12,500 on 05/26/2026, and 12,500 on 08/16/2026, with full acceleration on a Corporate Transaction or involuntary termination.

Does the Form 4 show any cash purchase for the RSUs?

No cash price is reported; the transaction is listed as an award with a price of $0.

How much does Ms. Jacobson beneficially own after the grant?

She is reported to beneficially own 56,301 shares following the transaction.

Was the Form 4 signed and when?

The Form 4 is signed by Rachel Jacobson and dated 08/20/2025.