Director Michael S. Geltzeiler awarded 58,917 HYPERION DEFI (HYPD) RSUs

Rhea-AI Filing Summary

GELTZEILER MICHAEL S reported acquisition or exercise transactions in this Form 4 filing.

HYPERION DEFI, INC. director Michael S. Geltzeiler received a grant of 58,917 shares of common stock in the form of restricted stock units. These units vest in full on the earlier of June 30, 2027 or the company’s 2027 annual stockholder meeting, with accelerated vesting upon a qualifying corporate transaction or certain board service conclusions. Following this grant, he holds 146,932 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GELTZEILER MICHAEL S

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.0001	58,917	$0.00	--

Holdings After Transaction: Common Stock, par value $0.0001 — 146,932 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 58,917 shares Transaction price per share: $0.0000 per share Total shares after transaction: 146,932 shares +2 more

5 metrics

RSUs granted 58,917 shares Restricted stock unit award to director on June 30, 2026

Transaction price per share $0.0000 per share Reported price for RSU grant

Total shares after transaction 146,932 shares Director’s direct holdings following the grant

Vesting date June 30, 2027 Latest date when RSUs fully vest, subject to earlier 2027 meeting

Transaction code A Grant, award, or other acquisition of non-derivative securities

Key Terms

restricted stock units, Corporate Transaction, Amended and Restated 2018 Omnibus Stock Incentive Plan, annual meeting of stockholders

4 terms

restricted stock units financial

"Represents restricted stock units that fully vest on the earlier of June 30, 2027..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Corporate Transaction financial

"upon the date on which a Corporate Transaction (as defined in the Issuer's Amended and Restated 2018 Omnibus Stock Incentive Plan) has occurred"

Amended and Restated 2018 Omnibus Stock Incentive Plan financial

"Corporate Transaction (as defined in the Issuer's Amended and Restated 2018 Omnibus Stock Incentive Plan)"

annual meeting of stockholders financial

"fully vest on the earlier of June 30, 2027 and the date of the Issuer's 2027 annual meeting of stockholders"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:01 PM Accepted by SEC EDGAR 07/01/2026 - 04:01 PM Learn about SEC filing dates

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^*

GELTZEILER MICHAEL S

(Last) (First) (Middle)

C/O HYPERION DEFI, INC.

3090 NOWITZKI WAY, SUITE 300

(Street)

DALLAS TEXAS 75219

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/30/2026		A		58,917(1)	A	$0	146,932	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 that fully vest on the earlier of June 30, 2027 and the date of the Issuer's 2027 annual meeting of stockholders; provided, however, that such awards shall vest immediately in full (a) 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	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did HYPERION DEFI (HYPD) report for Michael S. Geltzeiler?

HYPERION DEFI reported that director Michael S. Geltzeiler received 58,917 restricted stock units of common stock. The award is a compensation-related grant at a stated price of $0.0000 per share, increasing his direct holdings to 146,932 shares after the transaction.

When do Michael S. Geltzeiler’s 58,917 HYPD restricted stock units vest?

The 58,917 restricted stock units vest fully on the earlier of June 30, 2027 or the 2027 annual meeting of stockholders. This means vesting will occur once either the time-based date or that specific meeting date is reached, whichever comes first.

Are there conditions for accelerated vesting of HYPD director Michael S. Geltzeiler’s RSUs?

Yes. The award vests immediately in full if a defined Corporate Transaction occurs, or if his service on the Board concludes for any reason other than a self-initiated decision to step down. These conditions are outlined in the company’s 2018 omnibus stock incentive plan.

How many HYPERION DEFI (HYPD) shares does Michael S. Geltzeiler hold after this Form 4 grant?

After the reported grant, Michael S. Geltzeiler holds 146,932 shares of HYPERION DEFI common stock directly. This total reflects the addition of 58,917 restricted stock units awarded to him as a director, as disclosed in the Form 4 filing.

Was Michael S. Geltzeiler’s HYPD Form 4 transaction an open-market purchase or sale?

The transaction was not an open-market trade. It is coded as an “A” transaction, representing a grant, award, or other acquisition of 58,917 restricted stock units as director compensation, with a reported transaction price per share of $0.0000.