What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-12 · 86 added, 58 removed, 362 unchanged (28% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except share data)

September 30,

2025 December 31,

24 unchanged sentences

250,000,000 shares authorized;

186,046,206 and 184,428,472 shares issued at June 30, 2025 and December 31, 2024, respectively;

175,436,136 and 173,818,402 shares outstanding as of June 30, 2025 and December 31, 2024, respectively

186,582,398 and 184,428,472 shares issued at September 30, 2025 and December 31, 2024, respectively;

175,972,328 and 173,818,402 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 411,786 408,315

Treasury stock, at cost;

10,610,070 and 10,610,070 shares as of June 30, 2025 and December 31, 2024, respectively

10,610,070 and 10,610,070 shares as of September 30, 2025 and December 31, 2024, respectively

( 14,132 ) ( 14,132 )

6 unchanged sentences

(Dollar amounts in thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Total cost of revenues 806 — 2,667 —

Gross profit 131 — 143 —

Gross (loss) profit ( 47 ) — 96 —

Operating expenses

1 unchanged sentence

Selling, general and administrative 5,184 5,648 17,228 18,502

Exit and termination costs (benefits) ( 346 ) ( 556 ) 1,077 3,875

Exit and termination (benefits) costs ( 70 ) ( 929 ) 1,007 2,946

Total operating expenses 15,250 14,181 50,738 47,189

10 unchanged sentences

(Dollar amounts in thousands, except share data)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Common Stock Treasury Stock Additional

11 unchanged sentences

Balance at June 30, 2025 186,046,206 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 410,463 $ ( 180,480 ) $ 215,870

Six Months Ended June 30, 2024

Exercise of common stock options and vesting of restricted stock units, net 536,192 — — — ( 55 ) — ( 55 )

Share-based compensation — — — — 1,378 — 1,378

Net loss — — — — — ( 13,337 ) ( 13,337 )

Balance at September 30, 2025 186,582,398 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 411,786 $ ( 193,817 ) $ 203,856

Nine Months Ended September 30, 2024

Common Stock Treasury Stock Additional

13 unchanged sentences

Balance at June 30, 2024 184,155,114 $ 18 ( 10,610,070 ) $ ( 14,141 ) $ 406,175 $ ( 124,212 ) $ 267,840

Exercise of common stock options and vesting of restricted stock units, net 180,069 — — — ( 12 ) — ( 12 )

Share-based compensation — — — — 1,096 — 1,096

Repurchase of treasury stock — — — 6 — — 6

Net loss — — — — — ( 11,202 ) ( 11,202 )

Balance at September 30, 2024 184,335,183 $ 18 ( 10,610,070 ) $ ( 14,135 ) $ 407,259 $ ( 135,414 ) $ 257,728

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Dollar amounts in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

26 unchanged sentences

Net cash used in financing activities ( 588 ) ( 14,308 )

Net increase (decrease) in cash and cash equivalents and restricted cash 6,364 ( 1,666 )

Net increase in cash and cash equivalents and restricted cash 8,651 7,266

Cash and cash equivalents and restricted cash, beginning of period 9,892 21,464

9 unchanged sentences

is a Delaware corporation headquartered in Cedar Park, Texas, with research and development (“R&D”) facilities in Cincinnati, Ohio, that designs and develops the KARNO TM Power Module for stationary and mobile applications and provides R&D services.

References to the “Company,” “Hyliion,” “we,” or “us” in this report refer to Hyliion Holdings Corp.

References to the “Company,” “Hyliion,” “we,” “our,” or “us” in this report refer to Hyliion Holdings Corp.

and its wholly owned subsidiary, unless expressly indicated or the context otherwise requires.

4 unchanged sentences

As part of the Plan, the Company will continue to focus on commercialization of its KARNO Power Module technology.

We have not accounted for the impacts of the Plan as a discontinued operation through June 30, 2025 as we have not abandoned or sold the underlying intellectual property and continue wind down activities.

We have not accounted for the impacts of the Plan as a discontinued operation through September 30, 2025 as we have not abandoned or sold the underlying intellectual property and continue wind down activities.

We expect to complete wind down activities in the fourth quarter of fiscal year 2025.

Total charges and expenses (benefits) related to the Plan of $( 0.3 ) million and $( 0.6 ) million for the three months ended June 30, 2025 and 2024, respectively , and $ 1.1 million and $ 3.9 million for the six months ended June 30, 2025 and 2024, respectively , inclusive of recoveries from assets sold and charges to assets held for sale discussed below, are included in exit and termination costs in the condensed consolidated statements of operations.

Total charges and (benefits) expenses related to the Plan of $( 0.1 ) million and $( 0.9 ) million for the three months ended September 30, 2025 and 2024, respectively , and $ 1.0 million and $ 2.9 million for the nine months ended September 30, 2025 and 2024, respectively , inclusive of recoveries from assets sold and charges to assets held for sale discussed below, are included in exit and termination costs in the condensed consolidated statements of operations.

The change in total liabilities associated with the Plan is included within accrued expenses and other current liabilities as presented in Note 9 , and accounts payable, and is summarized as follows (in millions):

June 30, 2025 Charged to Expense Costs Paid or Settled September 30, 2025

Contract terminations $ 0.1 $ — $ ( 0.1 ) $ —

Warranty obligations — — — —

$ 0.1 $ — $ ( 0.1 ) $ —

March 31, 2025 Charged to Expense Costs Paid or Settled June 30, 2025

7 unchanged sentences

$ 0.8 $ — $ ( 0.6 ) $ 0.2

HYLIION HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except as separately indicated)

June 30, 2024 Charged to Expense Costs Paid or Settled September 30, 2024

Employee severance and retention $ 0.4 $ — $ ( 0.1 ) $ 0.3

Contract terminations 1.0 — ( 0.2 ) 0.8

Warranty obligations 0.1 — — 0.1

$ 1.5 $ — $ ( 0.3 ) $ 1.2

March 31, 2024 Charged to Expense Costs Paid or Settled June 30, 2024

8 unchanged sentences

$ 8.0 $ ( 1.0 ) $ ( 4.1 ) $ 2.9

HYLIION HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except as separately indicated)

The above estimates of the cash expenditures and charges that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions and actual amounts may differ materially from estimates.

4 unchanged sentences

Due to increased uncertainty regarding the timing of the disposition, driven by deteriorating market conditions in the electric vehicle industry, we reclassified assets previously recorded as held for sale totaling $ 1.0 million to property and equipment, net, on the condensed consolidated balance sheets, and recognized charges of $ 1.6 million during the three months ended March 31, 2025.

We had assets held for sale of nil and $ 2.6 million consisting of property and equipment in connection with the Plan at their fair value less costs to sell on the condensed consolidated balance sheets at June 30, 2025 and December 31, 2024, respectively.

We used fair value hierarchy Level III inputs including comparable assets, adjusted for condition, and recorded charges of $ 0.0 million , as discussed above, and $ 0.0 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.6 million and $ 5.6 million for the six months ended June 30, 2025 and 2024, respectively, included in exit and termination costs in the condensed consolidated statements of operations.

We recorded net benefits for recoveries related to asset sales of $ 0.3 million and $ 0.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 0.6 million and $ 1.2 million for the six months ended June 30, 2025 and 2024, respectively, included in exit and termination costs in the condensed consolidated statements of operations a nd in gain on disposal of assets, including assets held for sale in the condensed consolidated statements of cash flows.

We used fair value hierarchy Level III inputs including comparable assets, adjusted for condition, and recorded charges of nil , for the three months ended September 30, 2025 and 2024, respectively, and $ 1.6 million and $ 5.6 million for the nine months ended September 30, 2025 and 2024, respectively, included in exit and termination costs in the condensed consolidated statements of operations.

We recorded net benefits for recoveries related to asset sales of $ 0.4 million and $ 0.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 1.0 million and $ 2.1 million for the nine months ended September 30, 2025 and 2024, respectively, included in exit and termination costs in the condensed consolidated statements of operations a nd in gain on disposal of assets, including assets held for sale in the condensed consolidated statements of cash flows.

Summary of Significant Accounting Policies

5 unchanged sentences

The condensed consolidated balance sheet at December 31, 2024 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required with respect to annual financial statements.

In the opinion of the Company, these condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented.

In the opinion of the

Company, these condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s 2024 Annual Report.

2 unchanged sentences

The Company is an early-stage growth company and has generated negative cash flows from operating activities since inception.

At June 30, 2025, the Company had total equity of $ 215.9 million, inclusive of cash and cash equivalents of $ 15.6 million and total investments of $ 169.7 million.

At September 30, 2025, the Company had total equity of $ 203.9 million, inclusive of cash and cash equivalents of $ 17.9 million and total investments of $ 146.9 million.

Based on this, the Company has sufficient funds to continue to execute its business strategy for the next twelve months from the issuance date of the financial statements included in this Quarterly Report on Form 10-Q.

9 unchanged sentences

The CODM uses net income (loss) to manage the business and does not segment the business for internal reporting or decision making.

The significant expense categories and amounts that are regularly provided to the CODM and included in the reported measure of segment loss for the three and six months ended June 30, 2025 and 2024 are summarized as follows (in millions):

Three Months Ended June 30,

The significant expense categories and amounts that are regularly provided to the CODM and included in the reported measure of segment loss for the three and nine months ended September 30, 2025 and 2024 are summarized as follows (in millions):

Three Months Ended September 30,

Total revenues $ 0.8 $ —

12 unchanged sentences

Net loss $ ( 13.3 ) $ ( 11.2 )

Six Months Ended June 30,

Nine Months Ended September 30,

Total revenues $ 2.8 $ —

22 unchanged sentences

Total cash and cash equivalents and restricted cash as presented in the condensed consolidated statements of cash flows is summarized as follows:

June 30, 2025 December 31, 2024 June 30, 2024 December 31, 2023

September 30, 2025 December 31, 2024 September 30, 2024 December 31, 2023

Cash and cash equivalents $ 17,878 $ 9,227 $ 28,065 $ 12,881

4 unchanged sentences

Accounts receivable are stated at a gross invoice amount, net of an allowance for doubtful accounts.

The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on the Company’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the balance, past and expected future loss experience and other pertinent factors.

At June 30, 2025 and December 31, 2024, accounts receivable included amounts receivable from customers of $ 1.2 million and $ 1.5 million, respectively.

At June 30, 2025 and December 31, 2024, there was no allowance for doubtful accounts on customer receivables.

balance, past and expected future loss experience and other pertinent factors.

At September 30, 2025 and December 31, 2024, accounts receivable included amounts receivable from customers of $ 0.6 million and $ 1.5 million, respectively.

At September 30, 2025 and December 31, 2024, there was no allowance for doubtful accounts on customer receivables.

The Company’s investments consist of corporate bonds, U.S.

10 unchanged sentences

ASC 820, Fair Value Measurements , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or

As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

9 unchanged sentences

As a result, investments are classified within Level II of the fair value hierarchy.

As of June 30, 2025, the KARNO Power Module has not yet been commercialized.

As of September 30, 2025, the KARNO Power Module has not yet been commercialized.

Costs incurred for components acquired prior to our determination of reaching a commercial stage are expensed as R&D costs, resulting in zero cost basis for those components.

As a result, moving-average prices for inventory that is capitalized in future periods may be significantly affected by those zero cost items.

Inventory is consumed in the performance of contracts for R&D services in the quarter in which it is purchased, including certain allocations of overhead costs, and we therefore do not record inventory at each reporting period pertaining to these contracts.

Inventory is consumed in the performance of contracts for R&D services in the quarter in

which it is purchased, including certain allocations of overhead costs, and we therefore do not record inventory at each reporting period pertaining to these contracts.

The Company follows five steps to recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers, which are:

11 unchanged sentences

The ONR contract represented a significant change in business strategy toward providing R&D activities in the ordinary course of business in addition to developing Power Modules for stationary and mobile applications.

In July 2025, the Company was awarded a Phase II best effort cost-plus-fixed fee contract up to $ 1.5 million by the ONR to demonstrate the conceptual feasibility of the Phase I effort and show development progress towards

successful application.

Under the agreement, the Company will provide R&D services through July 2026 with an option to extend through July 2027, including design reviews, simulations, and reporting.

The Company began accounting for these contracts under ASC 606 beginning in the quart er ending December 31, 2024.

The remaining amounts of revenue that we may recognize under these contracts was up to $ 15.2 million as of June 30, 2025, which is expected to primarily be recognized in 2025 and 2026.

The remaining amounts of revenue that we may recognize under these contracts was up to $ 14.4 million as of September 30, 2025, which is expected to primarily be recognized in 2025 and 2026.

There is a single research and development services performance obligation in each of these contracts that is measured over time as the services are performed.

2 unchanged sentences

Cost of R&D services revenue includes labor, allocated fringe and overhead, and inventory.

All revenue in the three and six months ended June 30, 2025 and 2024 was recognized over time.

All revenue in the three and nine months ended September 30, 2025 and 2024 was recognized over time.

The portion of our revenues from significant customers is summarized as follows and is attributable to the U.S.:

Three Months Ended June 30,

Three Months Ended September 30,

Customer A 75 % — %

Customer B 25 —

Six Months Ended June 30,

Nine Months Ended September 30,

Customer A 76 % — %

4 unchanged sentences

Recent Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)-Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software.

The pronouncement is effective for fiscal years beginning after December 15, 2027 and interim periods within that fiscal year.

We are currently evaluating the impact of adoption.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326)-Measurement of Credit Losses for Accounts Receivable and Contract Assets , to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The pronouncement is effective for fiscal years beginning after December 15, 2025 and interim periods within that fiscal year.

We expect to adopt this ASU in the period ended March 31, 2026, applying the practical expedient policy election that assumes that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable asset expected credit losses estimate on a prospective basis.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), and clarified by ASU 2025-01, to enable investors to better understand the major components of an entity’s income statement.

2 unchanged sentences

The pronouncement is effective for fiscal years beginning after December 15, 2024 and we expect an impact to our disclosures as a result of adoption.

The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at June 30, 2025 and December 31, 2024 are summarized as follows:

Fair Value Measurements at June 30, 2025

The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at September 30, 2025 and December 31, 2024 are summarized as follows:

Fair Value Measurements at September 30, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

Commercial paper $ 4,822 $ — $ ( 8 ) $ 4,814

government agency bonds 3,000 — — 3,000

9 unchanged sentences

$ 210,502 $ 388 $ ( 206 ) $ 210,684

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amortized Cost Fair Value Amortized Cost Fair Value

3 unchanged sentences

Fair Value Measurements

The fair value measurements of our financial assets at June 30, 2025 and December 31, 2024 are summarized as follows:

Fair Value Measurements at June 30, 2025

The fair value measurements of our financial assets at September 30, 2025 and December 31, 2024 are summarized as follows:

Fair Value Measurements at September 30, 2025

Level I Level II Level III Total

18 unchanged sentences

In February 2025, the Company executed a sublease for a portion of its corporate office through April 2027.

The components of lease operating income which are primarily included as reductions to R&D and selling, general and administrative expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 are summarized as follows:

Three Months Ended June 30, Six Months Ended June 30,

The components of lease operating income which are primarily included as reductions to R&D and selling, general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 are summarized as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Property and Equipment, Net

Property and equipment, net at June 30, 2025 and December 31, 2024 is summarized as follows:

June 30, 2025 December 31, 2024

Property and equipment, net at September 30, 2025 and December 31, 2024 is summarized as follows:

September 30, 2025 December 31, 2024

Production machinery and equipment $ 46,316 $ 27,846

7 unchanged sentences

Share-Based Compensation

During the six months ended June 30, 2025 and 2024, the Company granted 4.3 million and 5.9 million, respectively, restricted stock units which will vest over a period of one to three years .

During the six months ended June 30, 2025 and 2024, 0.1 million and 1.1 million, respectively, of restricted stock units and options were forfeited.

Share-based compensation expense for the three and six months ended June 30, 2025 was $ 1.4 million and $ 2.7 million, respectively.

Share-based compensation expense for the three and six months ended June 30, 2024 was $ 1.1 million and $ 2.4 million, respectively.

Of the restricted stock units granted in the six months ended June 30, 2025, 2.7 million units may vest between February 18, 2026 and December 31, 2027 contingent upon achieving underlying closing stock price thresholds.

During the nine months ended September 30, 2025 and 2024, the Company granted 4.4 million and 6.1 million, respectively, restricted stock units which will vest over a period of one to three years .

During the nine months ended September 30, 2025 and 2024, 0.1 million and 1.2 million, respectively, of restricted stock units and options were forfeited.

Share-based compensation expense for the three and nine months ended September 30, 2025 was $ 1.4 million and $ 4.1 million, respectively.

Share-based compensation expense for the three and nine months ended September 30, 2024 was $ 1.1 million and $ 3.5 million, respectively.

Of the restricted stock units granted in the nine months ended September 30, 2025, 2.7 million units may vest between February 18, 2026 and December 31, 2027 contingent upon achieving underlying closing stock price thresholds.

These awards were valued at $ 1.46 per unit using fair value hierarchy Level III inputs including an underlying share volatility of 90 % and a risk-free rate of 4.23 %.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at June 30, 2025 and December 31, 2024 are summarized as follows:

June 30, 2025 December 31, 2024

Accrued expenses and other current liabilities at September 30, 2025 and December 31, 2024 are summarized as follows:

September 30, 2025 December 31, 2024

Accrued professional services and other $ 2,448 $ 1,823

7 unchanged sentences

The requirements must be met on or be fore specific measurement dates and maintained throughout the term of the agreement, which expires effective December 31, 2029.

The Company has received payments to date of $ 0.4 million which are refundable as applicable performance requirements were not met and are included within accrued expenses and other current liabilities at June 30, 2025.

Under the agreement, th e EDC has the right to file a security interest to all assets of the Company.

3 unchanged sentences

Net Loss Per Share

The computation of basic and diluted net loss per share for the three and six months ended June 30, 2025 and 2024 is summarized as follows (in thousands, except share and per share data):

Three Months Ended June 30, Six Months Ended June 30,

The computation of basic and diluted net loss per share for the three and nine months ended September 30, 2025 and 2024 is summarized as follows (in thousands, except share and per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Net loss per share, basic and diluted $ ( 0.08 ) $ ( 0.06 ) $ ( 0.25 ) $ ( 0.21 )

Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the three and six months ended June 30, 2025 and 2024 are summarized as follows:

Three and Six Months Ended June 30,

Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the three and nine months ended September 30, 2025 and 2024 are summarized as follows:

Three and Nine Months Ended September 30,

Unexercised stock options 180,475 190,529

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements