HYPERION DEFI director granted 58,917 RSUs

JACOBSON RACHEL reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

JACOBSON RACHEL reported acquisition or exercise transactions in this Form 4 filing.

HYPERION DEFI, INC. director Rachel Jacobson received an equity award in the form of 58,917 shares of common stock as restricted stock units, with no cash paid per share. Following this grant, she directly owns 115,218 shares of the company’s common stock.

The restricted stock units fully vest on the earlier of June 30, 2027 or the date of the company’s 2027 annual stockholders’ meeting. They will also vest immediately if a qualifying corporate transaction occurs or if her board service ends for reasons other than her own decision to step down.

Insider Trade Summary

Grant/Award: 58,917 shares

Grant/Award 1 txn

Insider JACOBSON RACHEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $.0001	58,917	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $.0001 — 115,218 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 Price per share: $0.0000 per share Post-grant holdings: 115,218 shares +1 more

4 metrics

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

Price per share $0.0000 per share Grant price for restricted stock units

Post-grant holdings 115,218 shares Total common shares directly owned after the award

Vesting deadline June 30, 2027 Latest full vesting date for the restricted stock units

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

"Corporate Transaction (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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HYPERION DEFI (HYPD) report for Rachel Jacobson?

HYPERION DEFI reported that director Rachel Jacobson received a grant of 58,917 restricted stock units of common stock. This is a compensation-related equity award, not an open-market purchase or sale of existing shares.

How many HYPERION DEFI (HYPD) shares does Rachel Jacobson hold after this Form 4?

After the award, Rachel Jacobson directly holds 115,218 shares of HYPERION DEFI common stock. This total includes the 58,917 restricted stock units granted in the reported transaction, reflecting her updated equity position as a director.

When do Rachel Jacobson’s new HYPERION DEFI (HYPD) restricted stock units vest?

The 58,917 restricted stock units fully vest on the earlier of June 30, 2027 or the date of HYPERION DEFI’s 2027 annual meeting. This creates a time-based vesting schedule aligned with her continued board service.

Under what conditions do Rachel Jacobson’s HYPERION DEFI (HYPD) RSUs vest early?

The restricted stock units vest immediately if a qualifying Corporate Transaction occurs, or if Jacobson’s board service ends for any reason other than her own decision to step down. These provisions accelerate vesting upon certain change-of-status events.

Did Rachel Jacobson pay a price per share for the HYPERION DEFI (HYPD) award?

No cash was paid per share for this award, as indicated by a $0.0000 transaction price. The 58,917 restricted stock units represent a stock-based compensation grant rather than a market purchase of HYPERION DEFI shares.

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

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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^*

JACOBSON RACHEL

(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 $.0001	06/30/2026		A		58,917(1)	A	$0	115,218	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/ Rachel Jacobson	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)