RAMASAMY GOVINDARAJ 4

What Happened

• Ramasamy Govindaraj, Chief Commercial Officer of Hyliion Holdings (HYLN), received equity awards on February 11, 2026. The Form 4 shows an acquisition (award) of 80,488 restricted stock units (RSUs) priced at $2.05 each (total value reported $165,000) and 241,464 performance stock units (PSUs) reported as derivative awards with $0 immediate value because they are contingent.
• The RSU grant represents a direct equity award (an acquisition) rather than an open-market purchase. The PSU grant is performance-based and will only convert into shares if specified stock-price targets are met within the performance period.

Key Details

• Transaction date: 2026-02-11; Filing date (Form 4): 2026-02-13 (appears filed within the standard two-business-day window).
• RSU amount/price/value: 80,488 shares @ $2.05 = $165,000.
• PSU amount/value: 241,464 units @ $0 (derivative/performance-based; no immediate cash value).
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Footnotes:
  • F1: RSU vesting — one-third vests on Feb 11, 2027; remaining two-thirds vest quarterly in equal amounts over the following two years.
  • F2: PSU vesting — contingent on achieving closing stock-price thresholds ranging $4.00–$7.00 (measured as a 90–180 day average) by Dec 31, 2028.
• Transaction code: A = Award/Grant (not a sale or open-market purchase).

Context

• Awards (RSUs/PSUs) are compensation and retention tools; the RSU grant conveys definite future equity according to the vesting schedule, while the PSU grant is conditional on performance metrics and may never convert if targets aren’t met.
• Because this was an equity award (not a market purchase), it does not necessarily indicate a personal cash investment by the insider. It is useful for investors to note the performance hurdles and vesting timeline when assessing potential future share dilution or insider alignment.