Hyperion DeFi CFO Receives Time-Based and Market-Cap RSUs Totaling 300K

Rhea-AI Filing Summary

Insider reported receipt of restricted stock units totaling 300,000 shares of Hyperion DeFi, Inc. (HYPD). David R. Knox, identified as a director and the company's Chief Financial Officer, reported two grants dated 09/29/2025 that together increase his direct beneficial ownership to 300,000 shares.

The first grant covers 100,000 RSUs vesting in two equal tranches of 50,000 on 03/29/2026 and 09/29/2026, subject to continued employment. The second grant covers 200,000 RSUs that vest upon achieving market-cap milestones: 100,000 RSUs at $150 million and 100,000 RSUs at $500 million, each measured as the threshold met on ten trading days within a rolling 30-day period, subject to continued employment. All reported transactions have a $0 price.

Positive

• Executive incentives aligned with performance: 200,000 RSUs vest on clear market-cap milestones ($150M and $500M), linking pay to company valuation
• Retention focus: 100,000 RSUs vest on fixed future dates contingent on continued employment, supporting executive continuity

Negative

• Potential dilution unknown: Filing does not disclose total shares outstanding, so the ownership or dilution impact of 300,000 RSUs cannot be assessed
• Performance hurdles may be distant: Market-cap thresholds of $150M and $500M could be difficult to achieve depending on current valuation (not provided)

Insights

Financial Analyst

TL;DR: CFO received 300,000 RSUs with time-based and market-cap vesting, increasing direct ownership to 300,000 shares.

The grants blend fixed time-based vesting and performance-based milestones, aligning executive incentives with shareholder value creation without immediate dilution from an open-market purchase because these are equity awards rather than cash transactions. The $0 reported price indicates these are compensatory RSUs. Materiality depends on total shares outstanding, which is not provided in this filing, so the absolute ownership impact cannot be quantified here.

Corporate Governance Expert

TL;DR: Compensation structure ties continued employment and market-cap performance to vesting, reflecting governance focus on retention and growth milestones.

The combination of time-based vesting and market-cap milestones is a common governance approach to retain key executives and link pay to company valuation. The requirement of 10 trading days within a 30-day rolling period to meet market-cap thresholds is a defined performance test. The filing discloses standard employment-contingent vesting but lacks information on total equity pool or dilution limits, which prevents assessing governance impact fully.

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).

1. Name and Address of Reporting Person^*

Knox David R.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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 $0.0001	09/29/2025		A		100,000(1)	A	$0	100,000	D
Common Stock, par value $0.0001	09/29/2025		A		200,000(2)	A	$0	300,000	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) 50,000 RSUs shall vest on March 29, 2026 and (2) 50,000 RSUs shall vest on September 29, 2026, subject to the Grantee's continued employment with the Company through each such vesting date.

2. Represents restricted stock units ("RSUs") that vest as follows: (1) 100,000 RSUs shall vest upon the Company achieving a market capitalization of one hundred fifty million dollars ($150,000,000) and (2) 100,000 RSUs shall vest upon the Company achieving a market capitalization of five hundred million dollars ($500,000,000) (the "Market Cap Milestones"), with the Market Cap Milestones to be considered achieved if the applicable threshold is achieved on ten (10) trading days out of a rolling thirty (30) day period, subject to the Grantee's continued employment with the Company through each such vesting date.

	/s/ David R. Knox	10/01/2025
	** 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.
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FAQ

What did David R. Knox report on Form 4 for HYPD?

He reported acquisition of 300,000 restricted stock units on 09/29/2025, increasing his direct beneficial ownership to 300,000 shares.

How do the RSUs granted to the CFO vest?

100,000 RSUs vest in two time-based tranches of 50,000 on 03/29/2026 and 09/29/2026; 200,000 RSUs vest upon reaching market-cap milestones ($150M and $500M) measured as 10 trading days within a rolling 30-day period.

Was there any cash price paid for the reported transactions?

No cash price: The Form 4 shows a reported price of $0 for the RSU awards, indicating compensatory equity grants.

Is the Form 4 filing joint or individual?

Individual filing: The form is filed by one reporting person (David R. Knox).

What is Knox's role at Hyperion DeFi?

He is listed as a director and the Chief Financial Officer of Hyperion DeFi, Inc.