Director Walters Happy David receives 58,917 RSU grant at HYPERION DEFI (HYPD)

Rhea-AI Filing Summary

Walters Happy David reported acquisition or exercise transactions in this Form 4 filing.

HYPERION DEFI, INC. director Walters Happy David received a grant of 58,917 restricted stock units of common stock. 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 involuntary departure from the Board.

Insights

Equity Compensation Analyst

Director received time-based RSU grant with potential accelerated vesting.

Director Walters Happy David was awarded 58,917 restricted stock units in HYPERION DEFI, INC. stock. The grant is compensation-related, not an open-market purchase, and therefore carries limited signaling value about the director’s view of the stock price.

The RSUs vest fully on the earlier of June 30, 2027 or the 2027 annual stockholder meeting, which ties the award to continued Board service. Vesting accelerates if a defined corporate transaction occurs or if Board service ends other than by the director’s own decision to step down, providing change-in-control and involuntary departure protection.

Insider Trade Summary

Net Buyer: 58,917 shares

Net Buy 1 txn

Insider Walters Happy David

Role Director

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

Holdings After Transaction: Common Stock, par value $0.0001 — 170,847 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 58,917 shares Post-grant holdings: 170,847 shares Par value: $0.0001 per share +1 more

4 metrics

RSU grant size 58,917 shares Restricted stock units granted on June 30, 2026

Post-grant holdings 170,847 shares Total direct common stock holdings after transaction

Par value $0.0001 per share Common Stock par value

Latest vesting date June 30, 2027 Latest possible full vesting date for RSUs

Key Terms

restricted stock units, Corporate Transaction, Amended and Restated 2018 Omnibus Stock Incentive Plan, Board of Directors

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 has occurred"

Amended and Restated 2018 Omnibus Stock Incentive Plan financial

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

Board of Directors financial

"the Reporting Person's service on the Issuer's Board of Directors concludes"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

What insider transaction did HYPERION DEFI (HYPD) report for Walters Happy David?

HYPERION DEFI reported that director Walters Happy David received 58,917 restricted stock units of common stock as a grant. This is an equity compensation award, not an open-market stock purchase or sale, and increases his direct ownership position in the company.

When do Walters Happy David’s 58,917 RSUs in HYPERION DEFI (HYPD) vest?

The 58,917 restricted stock units vest fully on the earlier of June 30, 2027 and HYPERION DEFI’s 2027 annual meeting of stockholders. This time-based schedule encourages continued Board service through that date or meeting, whichever occurs first, before shares are delivered.

What events accelerate vesting of Walters Happy David’s HYPERION DEFI (HYPD) RSUs?

The RSUs vest immediately in full if a defined Corporate Transaction occurs under HYPERION DEFI’s Amended and Restated 2018 Omnibus Stock Incentive Plan. Vesting also accelerates if his Board service ends for any reason other than his own decision to step down.

How many HYPERION DEFI (HYPD) shares does Walters Happy David own after this grant?

Following the grant, Walters Happy David holds 170,847 shares of HYPERION DEFI common stock directly, including the newly awarded restricted stock units. This total reflects his reported direct ownership position after the June 30, 2026 equity award transaction.

Is Walters Happy David’s HYPERION DEFI (HYPD) RSU grant an open-market stock purchase?

No, the 58,917-share transaction is coded as a grant or award acquisition, not an open-market purchase. It represents restricted stock units granted as director compensation, with no cash price per share reported in connection with the award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:03 PM Accepted by SEC EDGAR 07/01/2026 - 04:02 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^*

Walters Happy David

(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	170,847	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/ Happy David Walters	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)