What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-25 · 100 added, 117 removed, 532 unchanged (29% of the section changed)

15 unchanged sentences

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Change in accounting principle

As discussed in Note 3 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280) .

The adoption was retrospectively applied to 2023.

Basis for opinion

52 unchanged sentences

Treasury stock, at cost ( 14,132 ) ( 14,132 )

10,610,070 and 37,062 shares as of December 31, 2024 and 2023, respectively

( 14,132 ) ( 33 )

Accumulated deficit ( 207,000 ) ( 149,812 )

6 unchanged sentences

Year Ended December 31,

Product sales and other $ — $ 672

Research and development services $ 3,475 $ 1,509

1 unchanged sentence

Cost of revenues

Product sales and other — 1,716

Research and development services 3,305 1,415

Total cost of revenues 3,305 1,415

Gross profit (loss) 94 ( 1,044 )

Gross profit 170 94

Operating expenses

15 unchanged sentences

Common Stock Treasury Stock Additional

Capital (Accumulated Deficit) Retained Earnings Total Stockholders’

Capital Accumulated Deficit Total Stockholders’

Shares Amount Shares Amount

7 unchanged sentences

Share-based compensation — — — — 5,478 — 5,478

Repurchase of treasury stock — — ( 10,573,008 ) ( 14,099 ) — — ( 14,099 )

Net loss — — — — — ( 57,188 ) ( 57,188 )

11 unchanged sentences

Noncash lease expense 1,963 1,639

Inventory write-down — 1,139

Gain on disposal of assets, including assets held for sale ( 1,221 ) ( 2,850 )

1 unchanged sentence

Carrying value adjustment to assets held for sale 1,590 6,464

Change in operating assets and liabilities:

Changes in operating assets and liabilities:

Accounts receivable 1,434 ( 1,883 )

Inventory — ( 1,065 )

Prepaid expenses and other assets 2,127 ( 5,444 )

6 unchanged sentences

Proceeds from sale of property and equipment 2,234 5,385

Payments for security deposit — ( 45 )

Receipt of security deposit 41 —

Purchase of investments ( 46,442 ) ( 96,253 )

6 unchanged sentences

Net cash used in financing activities ( 670 ) ( 14,327 )

Net decrease in cash and cash equivalents and restricted cash ( 11,572 ) ( 98,669 )

Net increase (decrease) in cash and cash equivalents and restricted cash 13,711 ( 11,572 )

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

6 unchanged sentences

Hyliion Holdings Corp.

is a Delaware corporation headquartered in Cedar Park, Texas, that designs and develops power generators for stationary and mobile applications and provides research and development (“R&D”) services.

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

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

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.

The Company plans to develop and commercialize a fuel-agnostic generator (the “KARNO generator”) to be used in stationary power applications.

The Company believes the KARNO generator is well positioned to address the rising strain on electrical infrastructure, notably from electric vehicles.

The KARNO Power Module is a complete, fully integrated, enclosed, fuel agnostic power generating solution, including balance of plant such as cooling system, controls, fuel handling, and air handling systems, that generates electricity on command in stationary power generation applications powered by KARNO Cores.

The KARNO Core is a linear generator that generates its own heat, and converts thermal energy generated from oxidization of fuels into electrical energy.

It uses linear electric motors in a four-shaft system to generate electricity via a flameless oxidation process, achieving near zero emissions without emissions treatment systems.

Basis of Presentation and Principles of Consolidation

2 unchanged sentences

Intercompany transactions and balances have been eliminated upon consolidation.

The consolidated financial statements and accompanying notes have been prepared in a ccordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Unites States Securities and Exchange Commission (“SEC”).

The consolidated financial statements and accompanying notes have been prepared in a ccordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

Any reference in these footnotes to the applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

4 unchanged sentences

On November 7, 2023, the Board of the Company approved a strategic plan to wind down its powertrain business and preserve the related intellectual property (the “Plan”).

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

We have not accounted for the impacts of the Plan as a discontinued operation through December 31, 2024 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.

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

The majority of wind down activities were completed in the fourth quarter of fiscal year 2025.

We have not accounted for the impacts of the Plan as a discontinued operation as we have not abandoned or sold the underlying intellectual property, with assets held for sale at December 31, 2025 dispositioned in January 2026 including a gain of $ 0.4 million recognized in the first quarter of 2026.

Total charges and expenses related to the Plan of $ 0.5 million and $ 3.0 million for the years ended December 31, 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 consolidated statements of operations.

5 unchanged sentences

$ 0.8 $ — $ ( 0.8 ) $ —

December 31, 2022 Charged to Expense Costs Paid or Settled December 31, 2023

December 31, 2023 Benefit Costs Paid or Settled December 31, 2024

Employee severance and retention $ 1.1 $ — $ ( 1.0 ) $ 0.1

5 unchanged sentences

Assets Held for Sale

Through the quarter ended December 31, 2024, certain assets of our powertrain business, including Class 8 semi-trucks and capital equipment, were being actively marketed for sale, and we were actively locating buyers for these assets at prices that were reasonable in relation to their current fair value and the assets were available for immediate sale in their present condition.

At the time of initial classification as held for sale, we estimated that the sale of these assets was expected to be completed within one year and it was unlikely that significant changes to the plan of sale would be made.

We review assets held for sale each reporting period to determine whether the existing carrying amounts are fully recoverable in comparison to their estimated fair values less costs to sell.

We had assets held for sale of $ 2.6 million and nil consisting of property and equipment in connection with the Plan at their fair value less costs to sell at December 31, 2024 and 2023, respectively.

We used fair value hierarchy Level III inputs including comparable assets, adjusted for condition, and recorded charges of $ 6.5 million and nil included in exit and termination costs in the consolidated statements of operations f or the years ended December 31, 2024 and 2023, respectively.

The estimates of fair value less costs to sell are subject to a number of assumptions and actual amoun ts may differ materially from estimates.

We recorded net benefits for recoveries related to asset sales of $ 2.8 million and nil included in exit and termination costs in the consolidated statements of operations f or the years ended December 31, 2024 and 2023, respectively and included in gain on disposal of assets in the consolidated statements of cash flows for the years ended December 31, 2024 and 2023, respectively.

At the time of initial classification as held for sale at March 31, 2024, we estimated that the sale of these assets was expected to be completed within one year and it was unlikely that significant changes to the plan of sale would be made.

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

In the fourth quarter of 2025 we reclassified $ 1.2 million in assets from property and equipment, net on the consolidated balance sheets to assets held for sale.

We had assets held for sale of $ 1.2 million and $ 2.6 million consisting of property and equipment in connection with the Plan at their fair value less costs to sell on the consolidated balance sheets at December 31, 2025 and 2024, respectively.

We used fair value hierarchy Level III inputs including comparable assets or nonbinding third-party bids, adjusted for condition, and recorded charges of $ 1.6 million and $ 6.5 million for the years ended December 31, 2025 and 2024, respectively, included in exit and termination costs in the consolidated statements of operations.

We recorded net benefits for recoveries related to asset sales of $ 1.5 million and $ 2.8 million for the years ended December 31, 2025 and 2024, respectively, included in exit and termination costs in the consolidated statements of operations a nd in gain on disposal of assets, including assets held for sale in the consolidated statements of cash flows.

Summary of Significant Accounting Policies

2 unchanged sentences

The Company’s most significant estimates and judgments involve revenue, assets held for sale, income taxes and valuation of share-based compensation.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results

of which form the basis for making judgments about the carrying values of assets and liabilities.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial statements.

4 unchanged sentences

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

We adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures during the year ended December 31, 2024.

The significant expense categories and amounts that are regularly provided to the CODM and included in the reported measure of segment loss for the years ended December 31, 2025 and 2024 are summarized as follows (in millions):

2 unchanged sentences

Total cost of revenues 3.3 1.4

Gross profit (loss) 0.1 ( 1.0 )

Gross profit 0.2 0.1

Administrative and office 6.4 7.7

10 unchanged sentences

Concentration of Supplier Risk

The Company is dependent on certain suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of the Company’s products in a timely manner at prices, quality levels and volumes that are acceptable, or the Company’s inability to efficiently manage these components from these suppliers, could have a material adverse effect on the Company’s business, prospects, financial condition and operating results.

The Company is dependent on certain suppliers, many of which are single source suppliers, and the inability of these suppliers to deliver necessary components of the Company’s products in a timely manner at prices, quality levels and volumes that are acceptable, or the Company’s inability to efficiently manage these components from these suppliers, could have a material adverse effect on the Company’s business, prospects, financial condition and operating results.

Cash and Cash Equivalents

13 unchanged sentences

$ 23,603 $ 9,892 $ 21,464

Accounts Receivable

Accounts Receivable, Net

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 December 31, 2024 and 2023, accounts receivable included amounts receivable from customers of $ 1.5 million and nil , respectively.

At December 31, 2025 and 2024, accounts receivable included amounts receivable from customers of $ 0.3 million and $ 1.5 million, respectively, the majority of which was from a single customer.

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

3 unchanged sentences

Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity.

Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.

Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity, and any expected credit losses.

The Company estimates expected credits losses for held-to-maturity investments by considering relevant available information and assessing the risk of loss over the assets’ contractual life.

The Company’s portfolio of held-to-maturity investments are of a high credit quality with minimal expected credit losses.

Such amortization, along with interest, is included in interest income.

The Company uses the specific identification method to determine the cost basis of securities sold.

Investments are impaired when a decline in fair value is judged to be other-than-temporary.

The Company evaluates investments for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost.

Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established.

Fair Value Measurements

12 unchanged sentences

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

Through December 31, 2024, we have not yet commercialized the KARNO generator.

As of December 31, 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.

Prepaid Expenses and Other Current Assets

9 unchanged sentences

Major renewals and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred.

When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statement of operations as a component of other income (expense).

All long-lived assets are located in the U.S.

9 unchanged sentences

Recognize revenue when (or as) a performance obligation is satisfied.

Product Sales

The Company has historically generated revenues from sales of hybrid systems for Class 8 semi-trucks and limited quantities of Class 8 semi-trucks outfitted with the hybrid system.

We recognized revenue on Hybrid system sales and Class 8 semi-trucks outfitted with Hybrid systems upon delivery to, and acceptance of the vehicle by, the customer, which is when control transferred.

Contracts were reviewed for significant financing components and payments were typically received within 30 days of delivery.

The sale of a Hybrid system to an end-use fleet customer consisted of a completed modification to the customer vehicle and the installation services involved significant integration of the Hybrid system with the customer’s vehicle.

Installation services were not distinct within the context of the contract and together with the sale of the Hybrid system represented a single performance obligation.

We did not offer any sales returns.

Amounts billed to customers related to shipping and handling were classified as revenue, and we elected to recognize the cost for freight and shipping when control transferred to the customer as a cost of revenue.

Our policy was to exclude taxes collected from customers from the transaction price of contracts.

The Company has discontinued the electrified powertrain systems business and shifted to focus on the development and commercialization of the fuel-agnostic KARNO generator technology.

Government Contracts

2 unchanged sentences

These contracts were not accounted for as revenue prior to September 30, 2024 as they were not in the ordinary course of business and the counterparties were not customers under GAAP.

In September 2024, the Company was awarded a best effort cost-plus-fixed fee contract up to $ 16.0 million by the United States Department of the Navy’s Office of Naval Research (“ONR”) to research the suitability of its KARNO generator for Navy ships and stationary power applications.

Under the agreement, the Company will provide R&D services through September 2026, including delivery of up to seven KARNO generators.

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 generators for stationary and mobile applications.

The Company now accounts for all three contracts under ASC 606 beginning in the quarter ending December 31, 2024.

The remaining amounts of revenue that we may recognize under these contracts was up to $ 15.7 million as of December 31, 2024, which is expected to be recognized in 2025 and 2026.

In September 2024, the Company was awarded a best effort cost-plus-fixed fee contract up to $ 16.0 million by the United States Department of the Navy’s Office of Naval Research (“ONR”) to research the suitability of its KARNO Power Module for Navy ships and stationary power generation applications.

Under the agreement, the Company will provide R&D services through February 2027, including delivery of up to seven KARNO cores.

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 awarded in July 2024 for up to $ 0.2 million 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 quarter ending December 31, 2024.

The remaining amounts of revenue that we may recognize under these contracts was up to $ 13.7 million as of December 31, 2025, which is expected to primarily be recognized in 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.

The Company generally invoices monthly which corresponds directly with the value to the customers of the performance completed to date, and recognizes revenue in the amount that it has a right to invoice.

The Company generally invoices monthly which corresponds directly with the value to the customers of the performance completed to date based on the cost of labor and materials utilized, and recognizes revenue in the amount that it has a right to invoice.

Payment is ordinarily due within 90 days of invoice submission.

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

All revenue in the year ended December 31, 2024 was recognized over time and all revenue in the year ended December 31, 2023 was recognized at a point in time.

All revenue during the years ended December 31, 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.:

2 unchanged sentences

Customer B 19 12

Customer C — 65

Customer D — 25

We determine if an arrangement is a lease at inception of the contract.

1 unchanged sentence

We have lease agreements with lease and non-lease components, and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component.

Variable lease costs consist primarily of common area maintenance.

Variable lease costs consist primarily of common area maintenance, property taxes, and insurance billed monthly.

ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases.

4 unchanged sentences

The exercise of lease renewal option is at the Company’s sole discretion.

In general, the Company does not consider renewal options to be reasonably likely to be exercised, therefore renewal options are generally not recognized as part of the ROU assets and lease liabilities.

Lease costs for lease payments are recognized on a straight-line basis over the lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised.

In general, the Company does not consider renewal options to be reasonably certain to be exercised, therefore renewal options are generally not recognized as part of the ROU assets and lease liabilities.

Lease costs for lease payments are recognized on a straight-line basis over the lease term.

The Company does not record operating leases with an initial term of twelve months or less (“short-term leases”) in the consolidated balance sheets.

7 unchanged sentences

Share-Based Compensation

The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation , under which shared based payments that involve the issuance of common stock to employees and nonemployees and meet the criteria for equity-classified awards are recognized in the financial statements as share-based compensation expense based on the fair value on the date of grant.

The Company issues restricted stock awards to employees and nonemployees, utilizing new shares.

The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation , under which shared based payments that involve the issuance of common stock to employees and non-employees and meet the criteria for equity-classified awards are recognized in the financial statements as share-based compensation expense based on the fair value on the date of grant.

The Company issues restricted stock awards to employees and non-employees, utilizing new shares.

The Company has elected to recognize the adjustment to share-based compensation expense in the period in which forfeitures occur.

5 unchanged sentences

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

We adopted ASU 2023-09, Income Taxes (Topic 740) during the year ended December 31, 2025.

Due to the Company’s history of losses since inception, the net deferred tax assets have been fully offset by a valuation allowance at December 31, 2025 and 2024.

4 unchanged sentences

Diluted EPS attributable to common shareholders is computed by adjusting net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period.

Potential common shares include shares issuable upon exercise of stock options and vesting of restricted stock awards

(see Note 7).

Potential common shares include shares issuable upon exercise of stock options and vesting of restricted stock awards (see Note 7).

The number of potential common shares outstanding are calculated using the treasury stock or if-converted method.

Recent Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)-Narrow-Scope Improvements , to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable, including additional guidance on what disclosures should be provided in interim reporting periods.

The pronouncement is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

We are currently evaluating the impact of adoption.

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.

The pronouncement is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, and we expect a material impact to our disclosures as a result of adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , to enhance transparency and decision usefulness of income tax disclosures.

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , to improve the disclosures about a public entity’s reportable segments.

The pronouncement is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 for the year ended December 31, 2024 and updated its related disclosures.

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

52 unchanged sentences

Shares granted and unvested under 2020 Equity Incentive Plan 2,297,915

Shares granted and unvested under 2024 Equity Incentive Plan 5,463,215

Authorized for future grant under 2024 Equity Incentive Plan 6,122,750

8 unchanged sentences

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, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards to our employees, directors, and consultants.

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 one to three years from the date of grant.

5 unchanged sentences

Unvested at December 31, 2024 232,176 $ 1.81

Share-based compensation expense under the 2024 Plan for the years ended December 31, 2024 and 2023 was nil .

The fair value of RSUs that vested during the years ended December 31, 2024 and 2023 was nil .

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”) in connection with the business combination agreement and plan of reorganization, pursuant to which SHLL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Tortoise Acquisition Corp., a Delaware corporation, merged with and into the Company on June 18, 2020.

The 2020 Plan is administered by the Board and the compensation committee.

Under the 2020 Plan, the Company may grant an aggregate of 12,200,000 shares of common stock in the form of nonstatutory stock options, incentive stock options, SARs, restricted stock awards, performance awards and other awards.

No stock options have been granted under the 2020 Plan.

No further grants can be made under the 2020 Plan.

We granted 2.7 million market-conditioned restricted stock units in 2024 that vested between February 13, 2025 and December 31, 2026 contingent upon achieving underlying closing stock price thresholds.

Through December 31, 2024, there was achievement of underlying closing stock price thresholds on 100 % of these awards which will vest between August 2025 and December 2026.

These awards were valued at $ 0.83 per unit using fair value hierarchy Level III inputs including an underlying share volatility of 90 % and a risk-free rate of 4.35 %.

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 one to three years from the date of grant.

4 unchanged sentences

2,751,323 $ 3.59

2,192,900 2.57

Granted 5,878,591 1.05

Vested ( 1,267,658 ) 3.87

( 860,505 ) 4.53

Forfeited ( 1,271,811 ) 2.61

Unvested at December 31, 2024 6,090,445 1.28

2,751,323 3.59

Granted 5,878,591 1.05

Vested ( 3,644,399 ) 1.44

1 unchanged sentence

Unvested at December 31, 2025 2,297,915 $ 1.03

1 Excludes 1,336,667 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established.

2 Excludes 25,000 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established.

3 Excludes 59,584 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established.

4 Excludes 633,750 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established.

These excluded shares were not granted during the year ended December 31, 2024.

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.

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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 (including both nonqualified options and incentive options), stock appreciation rights (“SARs”), stock awards, phantom stock units, performance awards and other share-based awards to employees, outside directors and consultants and advisors of the Company.

Only stock options have been awarded to employees, consultants and advisors under the 2016 Plan.

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.

Employee and nonemployee stock options generally vest over four years , with a maximum term of ten 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.

Activity in the 2016 Plan for the years ended December 31, 2025 and 2024 is summarized as follows:

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Exercisable at December 31, 2025 176,189 $ 0.20 3.7 years

At December 31, 2024, the options outstanding and exercisable had an intrinsic value of $ 0.5 million and $ 0.3 million, respectively.

There were no options with an exercise price greater than the market price on December 31, 2024 to exclude from the intrinsic value computation.

The intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 0.4 million and $ 2.4 million, respectively.

Share-based compensation expense under the 2016 Plan for the years ended December 31, 2024 and 2023 was nil and there was no unrecognized compensation expense related the 2016 Plan at December 31, 2024.

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

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In addition, the Company may enter into arrangements whereby portions of the leased premises are subleased to third parties and are classified as operating leases.

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 consolidated statements of operations.

In May 2023, the Company executed a lease for its facility in Milford, Ohio, with a term through 2028 including the option to extend the term for up to two consecutive terms of three years , which was not reasonably certain to be exercised at the commencement date.

In December 2021, the Company amended the lease for its corporate office.

This amendment increased the amount of space under the original lease, adjusted the monthly lease payments, and decreased the term of the lease to April 2027.

The lease amendment includes the option to extend the term for up to two consecutive terms of three years , which was not reasonably certain to be exercised at the modification date.

The Company’s corporate office lease has a term through 2027 and includes the option to extend the term for up to two consecutive terms of five years , which was not reasonably certain to be exercised at the commencement date.

The lease amendment includes the option to extend the term for up to two consecutive terms of five years , which was not reasonably certain to be exercised at the modification date.

The following table provides a summary of the components of lease operating costs which are primarily included within R&D and selling, general and administrative expense:

Year Ended December 31,

Operating lease costs:

Operating lease cost $ 2,376 $ 2,476

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Variable lease cost 1,060 658

Sublessor income ( 294 ) —

Total operating lease costs $ 3,479 $ 3,176

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For the year ended December 31, 2025, $ 0.5 million and $ 5.5 million was included in selling, general and administrative expenses and R&D expenses, respectively, in the consolidated statements of operations.

For the year ended December 31, 2023, $ 0.6 million, $ 1.7 million, and $ 0.9 million was included in selling, general and administrative expenses, R&D expenses and exit and termination costs, respectively, in the co nsolidated statements of operations.

For the year ended December 31, 2024, $ 0.4 million and $ 2.7 million was included in selling, general and administrative expenses and R&D expenses, respectively, in the co nsolidated statements of operations.

Accrued Expenses and Other Current Liabilities

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Year Ended December 31,

statutory federal income tax rate $ ( 12,009 ) 21 %

Changes in valuation allowances 11,725 ( 21 ) %

Non-taxable or non-deductible items:

Section 162(m) limitation 615 ( 1 ) %

Other non-taxable or non-deductible items ( 331 ) 1 %

Effective tax rate $ — — %

Year Ended December 31,

Provision at statutory rate of 21% $ ( 10,930 )

Other 437 609

Change in valuation allowance 10,493 25,328

Changes in valuation allowances 10,493

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the

generation of future taxable income during the periods in which those temporary differences become deductible.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considere d the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

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The Company had federal net operating loss carryforwards of $ 447.4 million and $ 346.2 million at December 31, 2025 and 2024, respectively.

At December 31, 2024, $ 10.5 million of this amount will begin to expire in 2036 and the remaining $ 335.7 million has an indefinite carryforward period.

At December 31, 2025, $ 10.5 million of this amount will begin to expire in 2036 and the remaining $ 436.9

million has an indefinite carryforward period.

The Company had state net operating loss carryforwards of $ 12.5 million and $ 12.5 million at December 31, 2025 and 2024, respectively, that will begin to expire beginning in 2036.

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Operating cash flows from operating leases, net $ ( 2,906 ) $ ( 1,687 )

Right-of-use assets obtained in exchange for lease obligations $ — $ 2,096

Year Ended December 31,

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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-K

Item 8. Financial Statements and Supplementary Data