Hyperion Defi (HYPD) grants 75,000 RSUs to general counsel R Rubenstein

Rhea-AI Filing Summary

Hyperion Defi, Inc. reported an equity award to its General Counsel, Robert Rubenstein. On January 12, 2026, he was granted 75,000 units of common stock with a reported price of $0 per share, increasing his beneficial ownership to 75,000 common shares reported as directly held.

According to the footnote, these units are restricted stock units (RSUs). Of the total, 37,500 RSUs are scheduled to vest on January 12, 2027, and the remaining 37,500 RSUs vest in four equal installments of 9,375 RSUs beginning three months after January 12, 2027 and then every three months until fully vested, conditioned on his continued employment through each vesting date.

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

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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^*

Rubenstein Robert

(Last) (First) (Middle)

C/O HYPERION DEFI, INC.

23461 SOUTH POINTE 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		75,000(1)	A	$0	75,000	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. Represents restricted stock units ("RSUs") that vest as follows: (1) 37,500 RSUs shall vest on January 12, 2027 and (2) 37,500 RSUs shall vest in equal installments of 9,375 RSUs beginning three months after January 12, 2027 and continuing every three months thereafter until fully vested, subject to the Reporting Person's continued employment with the Company through each such vesting date.

	/s/ Robert Rubenstein	01/12/2026
	** 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.

FAQ

What insider transaction did HYPD report for its General Counsel?

Hyperion Defi, Inc. reported that its General Counsel, Robert Rubenstein, received an award of 75,000 units of common stock on January 12, 2026, at a reported price of $0 per share, bringing his beneficial ownership to 75,000 common shares reported as directly held.

Is the 75,000-unit award to HYPD’s General Counsel a restricted stock unit (RSU) grant?

Yes. A footnote explains that the 75,000 units represent restricted stock units (RSUs) that will vest over time, rather than immediately vested common shares.

How do the 75,000 RSUs for HYPD’s General Counsel vest over time?

The RSUs vest as follows: 37,500 RSUs vest on January 12, 2027, and the remaining 37,500 RSUs vest in four equal installments of 9,375 RSUs starting three months after January 12, 2027 and then every three months until fully vested.

What condition applies to vesting of the HYPD General Counsel’s RSUs?

Each vesting date is subject to the Reporting Person’s continued employment with Hyperion Defi, Inc. through that vesting date.

Does the HYPD General Counsel hold these RSUs directly or indirectly?

The filing reports 75,000 common shares beneficially owned following the transaction as directly held, with no indirect ownership nature specified.

What role does the reporting person hold at Hyperion Defi, Inc. (HYPD)?

The reporting person, Robert Rubenstein, is identified as an officer of Hyperion Defi, Inc., serving as General Counsel.