Hyliion Holdings Corp.HYLN
Hyliion Holdings Corp. Stock Compensation Disclosure
Note 7. Share-Based Compensation
2024 Equity Incentive Plan
On May 21, 2024, the Company’s shareholders approved a new long-term incentive award plan (the “2024 Plan”). The 2024 Plan is administered by the Board and the compensation committee. The selection of participants, allotment of shares, determination of price and other conditions are approved by the Board and the compensation committee at its sole discretion in order to attract and retain personnel instrumental to the success of the Company. Under the 2024 Plan, the Company may grant awards covering up to 8,000,000 shares of common stock, plus the amount of authorized but unissued shares under the 2020 Plan, the number of shares relating to awards under the 2020 Plan that are cancelled, lapsed, or are forfeited, and the number of shares withheld to satisfy a holder’s tax obligations. Grants under the 2024 Plan may be in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards to our employees, directors, and consultants. No stock options have been granted under the 2024 Plan.
The Company granted 2.7 million restricted stock units in 2025 that are subject to vest between February 18, 2026 and December 31, 2027 contingent upon achieving underlying closing stock price thresholds. Through December 31, 2025, there was no achievement of underlying closing stock price thresholds on these awards. These awards were valued at $1.46 per unit using a Monte Carlo simulation including a blend of historical and implied share volatility of 90% and a risk-free rate of 4.23%.
Employee and director restricted stock units (“RSUs”) for which a grant date has been established generally vest over to three years from the date of grant. These awards generally become available to the recipient upon the satisfaction of a vesting condition based on a period of service.
Activity in the 2024 Plan for the years ended December 31, 2025 and 2024 is summarized as follows:
| Number of Units | Weighted Average Grant Date Fair Value (in Dollars) | ||||||||||
| Unvested at December 31, 2023 | — | $ | — | ||||||||
| Granted | 232,176 | 1.81 | |||||||||
| Unvested at December 31, 2024 | 232,176 | $ | 1.81 | ||||||||
| Granted | 5,445,224 | 1.73 | |||||||||
| Vested | (137,867) | 1.88 | |||||||||
| Forfeited | (76,318) | 1.85 | |||||||||
| Unvested at December 31, 2025 | 5,463,215 | $ | 1.73 | ||||||||
Share-based compensation expense under the 2024 Plan for the years ended December 31, 2025 and 2024 was $3.0 million and nil, respectively. The fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was $0.3 million and nil, respectively. There was $6.7 million of unrecognized compensation expense related to the 2024 Plan at December 31, 2025, which is expected to be recognized over the remaining vesting periods, subject to forfeitures, with a weighted-average period of 2.2 years.
2020 Equity Incentive Plan
On October 1, 2020, the Company’s shareholders approved a new long-term incentive award plan (the “2020 Plan”). Under the 2020 Plan, the Company could grant an aggregate of 12,200,000 shares of common stock. Upon adoption of the 2024 Plan, no further grants can be made under the 2020 Plan.
The Company granted 2.7 million restricted stock units in 2024 that are subject to vest between February 13, 2025 and December 31, 2026 contingent upon achieving underlying closing stock price thresholds, which thresholds were met resulting in 100% of these awards vesting or to vest between August 2025 and December 2026. These awards were valued at $0.83 per unit using a Monte Carlo simulation including a blend of historical and implied share volatility of 90% and a risk-free rate of 4.35%.
Employee and director RSUs generally vest over to three years from the date of grant. These awards become available to the recipient upon the satisfaction of a vesting condition based on a period of service, and performance and market conditions (for certain awards to employees).
Activity in the 2020 Plan for the years ended December 31, 2025 and 2024 is summarized as follows:
| Number of Units | Weighted Average Grant Date Fair Value (in Dollars) | ||||||||||
Unvested at December 31, 20231 | 2,751,323 | $ | 3.59 | ||||||||
| Granted | 5,878,591 | 1.05 | |||||||||
| Vested | (1,267,658) | 3.87 | |||||||||
| Forfeited | (1,271,811) | 2.61 | |||||||||
| Unvested at December 31, 2024 | 6,090,445 | 1.28 | |||||||||
| Vested | (3,644,399) | 1.44 | |||||||||
| Forfeited | (148,131) | 1.39 | |||||||||
| Unvested at December 31, 2025 | 2,297,915 | $ | 1.03 | ||||||||
1 Excludes 633,750 shares underlying RSU awards with performance conditions, which were not accounted for because no accounting grant date had been established.
Share-based compensation expense under the 2020 Plan for the years ended December 31, 2025 and 2024 was $2.5 million and $4.6 million, respectively. The fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was $6.9 million and $2.3 million, respectively. There was $1.9 million of unrecognized compensation expense related to the 2020 Plan at December 31, 2025, which is expected to be recognized over the remaining vesting periods, subject to forfeitures, with a weighted-average period of 1.0 years.
2016 Equity Incentive Plan
The Hyliion Inc. 2016 Equity Incentive Plan (the “2016 Plan”), as amended in August 2017 and approved by the Board, permitted the granting of various awards including stock options. No further grants can be made under the 2016 Plan. Activity in the 2016 Plan for the years ended December 31, 2025 and 2024 is summarized as follows:
| Number of Options | Weighted Average Exercise Price (in Dollars) | Weighted Average Remaining Contractual Term | |||||||||||||||
| Outstanding at December 31, 2023 | 522,971 | $ | 0.20 | 4.3 years | |||||||||||||
| Exercised | (325,175) | 0.21 | |||||||||||||||
| Forfeited | (9,567) | 0.23 | |||||||||||||||
| Outstanding at December 31, 2024 | 188,229 | 0.20 | 4.7 years | ||||||||||||||
| Exercised | (11,404) | 0.20 | |||||||||||||||
| Forfeited | (636) | 0.23 | |||||||||||||||
| Outstanding at December 31, 2025 | 176,189 | $ | 0.20 | 3.7 years | |||||||||||||
| Exercisable at December 31, 2025 | 176,189 | $ | 0.20 | 3.7 years | |||||||||||||
At December 31, 2025, options outstanding and exercisable had an intrinsic value of $0.3 million. The intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was nil and $0.4 million, respectively.
Employee Stock Purchase Plan
The Company has an authorized employee stock purchase plan (the “ESPP”) that would enable employees to contribute up to 15% of their base compensation toward the purchase of the Company’s common stock at 85% of its market value on the first or last day of each offering period. The ESPP was not implemented through December 31, 2025.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.