Hyliion Holdings Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) F- 2 Consolidated Financial Statements Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Stockholders’ Equity F- 5 Consolidated Statements of Cash Flows F- 6 Notes to Consolidated Financial Statements F- 7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Hyliion Holdings Corp. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Hyliion Holdings Corp. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). 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. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined there were no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2020. Dallas, Texas February 24, 2026 F-2 Table of Contents HYLIION HOLDINGS CORP. CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except share data) December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 22,938 $ 9,227 Accounts receivable, net 489 1,923 Prepaid expenses and other current assets 4,597 6,401 Short-term investments 69,427 110,918 Assets held for sale 1,181 2,563 Total current assets 98,632 131,032 Property and equipment, net 40,461 25,920 Operating lease right-of-use assets 3,468 5,431 Other assets 1,004 1,079 Long-term investments 59,994 99,584 Total assets $ 203,559 $ 263,046 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 3,142 $ 5,243 Current portion of operating lease liabilities 2,726 2,426 Accrued expenses and other current liabilities 3,995 6,622 Total current liabilities 9,863 14,291 Operating lease liabilities, net of current portion 1,646 4,366 Other liabilities 41 — Total liabilities 11,550 18,657 Commitments and contingencies (Note 12) Stockholders’ equity Common stock, $ 0.0001 par value; 250,000,000 shares authorized; 187,878,790 and 184,428,472 shares issued as of December 31, 2025 and 2024, respectively; 177,268,720 and 173,818,402 shares outstanding as of December 31, 2025 and 2024, respectively 19 18 Additional paid-in capital 413,122 408,315 Treasury stock, at cost ( 14,132 ) ( 14,132 ) Accumulated deficit ( 207,000 ) ( 149,812 ) Total stockholders’ equity 192,009 244,389 Total liabilities and stockholders’ equity $ 203,559 $ 263,046 The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents HYLIION HOLDINGS CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollar amounts in thousands, except share and per share data) Year Ended December 31, 2025 2024 Revenues Research and development services $ 3,475 $ 1,509 Total revenues 3,475 1,509 Cost of revenues Research and development services 3,305 1,415 Total cost of revenues 3,305 1,415 Gross profit 170 94 Operating expenses Research and development 42,467 37,004 Selling, general and administrative 22,757 24,382 Exit and termination costs 499 3,007 Total operating expenses 65,723 64,393 Loss from operations ( 65,553 ) ( 64,299 ) Interest income 8,351 12,216 Gain on disposal of assets 14 3 Other income, net — 32 Net loss $ ( 57,188 ) $ ( 52,048 ) Net loss per share, basic and diluted $ ( 0.33 ) $ ( 0.30 ) Weighted-average shares outstanding, basic and diluted 175,426,635 174,915,487 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents HYLIION HOLDINGS CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollar amounts in thousands, except share data) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2023 183,071,317 $ 18 ( 37,062 ) $ ( 33 ) $ 404,045 $ ( 97,764 ) $ 306,266 Exercise of common stock options and vesting of restricted stock units, net 1,357,155 — — — ( 345 ) — ( 345 ) Share-based compensation — — — — 4,615 — 4,615 Repurchase of treasury stock — — ( 10,573,008 ) ( 14,099 ) — — ( 14,099 ) Net loss — — — — — ( 52,048 ) ( 52,048 ) Balance at December 31, 2024 184,428,472 18 ( 10,610,070 ) ( 14,132 ) 408,315 ( 149,812 ) 244,389 Exercise of common stock options and vesting of restricted stock units, net 3,450,318 1 — — ( 671 ) — ( 670 ) Share-based compensation — — — — 5,478 — 5,478 Net loss — — — — — ( 57,188 ) ( 57,188 ) Balance at December 31, 2025 187,878,790 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 413,122 $ ( 207,000 ) $ 192,009 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents HYLIION HOLDINGS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities Net loss $ ( 57,188 ) $ ( 52,048 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,956 3,147 Amortization and accretion of investments, net ( 1,562 ) ( 3,078 ) Noncash lease expense 1,963 1,639 Gain on disposal of assets, including assets held for sale ( 1,221 ) ( 2,850 ) Share-based compensation 5,478 4,615 Carrying value adjustment to assets held for sale 1,590 6,464 Changes in operating assets and liabilities: Accounts receivable 1,434 ( 1,883 ) Prepaid expenses and other assets 2,127 ( 5,444 ) Accounts payable ( 78 ) ( 2,865 ) Accrued expenses and other liabilities ( 2,628 ) ( 3,588 ) Operating lease liabilities ( 2,420 ) ( 847 ) Net cash used in operating activities ( 46,549 ) ( 56,738 ) Cash flows from investing activities Purchase of property and equipment ( 23,740 ) ( 16,525 ) Proceeds from sale of property and equipment 2,234 5,385 Receipt of security deposit 41 — Purchase of investments ( 46,442 ) ( 96,253 ) Proceeds from sale and maturity of investments 128,837 166,886 Net cash provided by investing activities 60,930 59,493 Cash flows from financing activities Proceeds from exercise of common stock options 2 67 Taxes paid related to net share settlement of equity awards ( 672 ) ( 412 ) Repurchase of treasury stock — ( 13,982 ) Net cash used in financing activities ( 670 ) ( 14,327 ) 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 Cash and cash equivalents and restricted cash, end of period $ 23,603 $ 9,892 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents HYLIION HOLDINGS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except as separately indicated) Note 1. Description of Organization and Business Operations and Basis of Presentation Overview 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 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 The accompanying consolidated financial statements include the accounts of Hyliion Holdings Corp. and its wholly owned subsidiary. 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 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”). These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company is an early-stage growth company and has generated negative cash flows from operating activities since inception. At December 31, 2025, the Company had total equity of $ 192.0 million, inclusive of cash and cash equivalents of $ 22.9 million and total investments of $ 129.4 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 Annual Report on Form 10-K. Note 2. Disposals 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 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. The change in total liabilities associated with the Plan is included within accrued expenses and other current liabilities as presented in Note 10 , and accounts payable, and is summarized as follows (in millions): December 31, 2024 Charged to Expense (Benefit) Costs Paid or Settled December 31, 2025 Employee severance and retention $ 0.1 $ — $ ( 0.1 ) $ — Contract terminations 0.6 0.1 ( 0.7 ) — Warranty obligations 0.1 ( 0.1 ) — — $ 0.8 $ — $ ( 0.8 ) $ — F-7 Table of Contents December 31, 2023 Benefit Costs Paid or Settled December 31, 2024 Employee severance and retention $ 1.1 $ — $ ( 1.0 ) $ 0.1 Contract terminations 6.5 ( 0.8 ) ( 5.1 ) 0.6 Warranty obligations 0.4 ( 0.3 ) — 0.1 $ 8.0 $ ( 1.1 ) $ ( 6.1 ) $ 0.8 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. In addition, the Company may incur other cash expenditures or charges not currently contemplated due to unanticipated events. Assets Held for Sale 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. Note 3. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. 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. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial statements. Segment Information ASC 280, Segment Reporting , defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment from which all revenue and net income (loss) is derived and for which all assets are attributed. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. 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. F-8 Table of Contents 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): Year Ended December 31, 2025 2024 Total revenues $ 3.5 $ 1.5 Total cost of revenues 3.3 1.4 Gross profit 0.2 0.1 Administrative and office 6.4 7.7 Depreciation and amortization 6.0 3.1 Facilities 5.6 5.1 Personnel 24.9 24.3 Product development, exclusive of other costs presented 15.7 15.0 Professional services 5.5 5.2 Exit and termination costs 0.5 3.0 Other operating expense 1.2 1.0 Total operating expenses 65.8 64.4 Other income, net 8.4 12.3 Net loss $ ( 57.2 ) $ ( 52.0 ) Concentration of Supplier Risk 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 The Company considers all highly liquid investments with a maturity date of 90 days or less at the time of purchase to be cash and cash equivalents only if in checking, savings or money market accounts. Cash and cash equivalents include cash held in banks and money market accounts and are carried at cost, which approximates fair value. The Company maintains cash in excess of federally insured limits at financial institutions, which it believes are of high credit quality, and has not incurred any losses related to these balances to date. The Company believes its credit risk, with respect to these financial institutions, to be minimal. Restricted Cash The Company provided a supplier with a letter of credit for $ 7.9 million in the fourth quarter of 2023 to secure the performance of the Company, backed by a restricted cash deposit to pay any draws on the letter of credit by the supplier. The Company was released from this letter of credit in the first quarter of 2024. The Company has provided its corporate headquarters lessor with a letter of credit for $ 0.7 million to secure the performance of the Company’s lease obligations, backed by a restricted cash deposit to pay any draws on the letter of credit by the lessor. Total cash and cash equivalents and restricted cash as presented in the consolidated statements of cash flows is summarized as follows: December 31, 2025 December 31, 2024 December 31, 2023 Cash and cash equivalents $ 22,938 $ 9,227 $ 12,881 Restricted cash included in prepaid expenses and other current assets — — 7,918 Restricted cash included in other assets 665 665 665 $ 23,603 $ 9,892 $ 21,464 F-9 Table of Contents 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, 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. Investments The Company’s investments consist of corporate bonds, U.S. treasury and agency securities, state and local municipal bonds and commercial paper, all of which are classified as held-to-maturity, with a maturity date of 36 -months or less at the time of purchase. The Company determines the appropriate classification of investments at the time of purchase and re-evaluates such designation as of each balance sheet date. 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, 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. Fair Value Measurements 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 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: Level I : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date; Level II : Significant other observable inputs other than level I prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level III : Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents and restricted cash, accounts receivable, investments, accounts payable and accrued expenses. The carrying value of cash and cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. The fair value of investments is based on quoted prices for identical or similar instruments in markets that are not active. As a result, investments are classified within Level II of the fair value hierarchy. Inventories 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 F-10 Table of Contents 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 Prepaid expenses and other current assets include prepaid insurance, rent and supplies, which are expected to be recognized, received or realized within the next 12 months. Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation, or if acquired in a business combination, at allocated fair value at the date of acquisition. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Production machinery and equipment 2 to 12 years Vehicles 3 to 7 years Leasehold improvements shorter of lease term or 7 years Furniture and fixtures 3 years Computers and related equipment 3 to 7 years 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. All long-lived assets are located in the U.S. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. Revenue The Company follows five steps to recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers, which are: • Step 1: Identify the contract(s) with a customer; • Step 2: Identify the performance obligations in the contract; • Step 3: Determine the transaction price; • Step 4: Allocate the transaction price to the performance obligations in the contract; and • Step 5: Recognize revenue when (or as) a performance obligation is satisfied. F-11 Table of Contents U.S. Government Contracts The Company was performing under two contracts as both a prime and subcontractor to the United States government to provide R&D services. The larger of these two contracts was modified and accounted for as a new contract in the quarter ending December 31, 2024. 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 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 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 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.: Year Ended December 31, 2025 2024 Customer A 81 % 88 % Customer B 19 12 100 % 100 % Leases We determine if an arrangement is a lease at inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion in the accompanying consolidated balance sheets. 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, 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. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value for lease payments is the Company’s incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The Company uses the implicit rate when readily determinable. The Company’s real estate leases may include one or more options to renew, with the renewal extending the lease term for an additional one to five years . 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 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. Interest expense is recognized using the effective interest rate method, and the ROU asset is amortized over the useful life of the underlying asset. F-12 Table of Contents Marketing, Promotional and Advertising Costs Marketing, promotional and advertising costs are expensed as incurred and are included as an element of selling, general and administrative expense in the consolidated statement of operations. Marketing, promotional and advertising costs were $ 0.2 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively. Research and Development Expense R&D costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. R&D costs include, but are not limited to, outsourced engineering services, allocated facilities costs, depreciation on equipment utilized in R&D activities, internal engineering and development expenses, materials, internally-developed software and employee-related expenses (including salaries, benefits, travel, and share-based compensation) related to development of the Company’s products and services. 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 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. We recognize compensation expense for awards with only service conditions on a straight-line basis over the requisite service period for the entire award. If factors change, and we utilize different assumptions including the probability of achieving performance conditions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost primarily affects our R&D and selling, general and administrative expenses. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. 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. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. For the years ended December 31, 2025 and 2024, there were no uncertain tax positions taken or expected to be taken in the Company’s tax returns. Net Loss Per Share Basic loss per share (“EPS”) is computed by dividing net loss (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). 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). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method. F-13 Table of Contents 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. Note 4. Investments 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: Fair Value Measurements at December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 4,868 $ 1 $ — $ 4,869 U.S. government agency bonds 3,000 — — 3,000 State and municipal bonds 1,000 — — 1,000 Corporate bonds and notes 120,553 492 ( 17 ) 121,028 $ 129,421 $ 493 $ ( 17 ) $ 129,897 Fair Value Measurements at December 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 979 $ 3 $ — $ 982 U.S. government agency bonds 17,490 6 ( 54 ) 17,442 State and municipal bonds 10,924 10 — 10,934 Corporate bonds and notes 181,109 369 ( 152 ) 181,326 $ 210,502 $ 388 $ ( 206 ) $ 210,684 F-14 Table of Contents December 31, 2025 December 31, 2024 Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 69,427 $ 69,586 $ 110,918 $ 111,170 Due after one year through five years 59,994 60,311 99,584 99,514 $ 129,421 $ 129,897 $ 210,502 $ 210,684 Note 5. Fair Value Measurements The fair value measurements of our financial assets at December 31, 2025 and 2024 are summarized as follows: Fair Value Measurements at December 31, 2025 Level I Level II Level III Total Cash and cash equivalents $ 22,938 $ — $ — $ 22,938 Restricted cash 665 — — 665 Held-to-maturity investments: Commercial paper — 4,869 — 4,869 U.S. government agency bonds — 3,000 — 3,000 State and municipal bonds — 1,000 — 1,000 Corporate bonds and notes — 121,028 — 121,028 $ 23,603 $ 129,897 $ — $ 153,500 Fair Value Measurements at December 31, 2024 Level I Level II Level III Total Cash and cash equivalents $ 9,227 $ — $ — $ 9,227 Restricted cash 665 — — 665 Held-to-maturity investments: Commercial paper — 982 — 982 U.S. government agency bonds — 17,442 — 17,442 State and municipal bonds — 10,934 — 10,934 Corporate bonds and notes — 181,326 — 181,326 $ 9,892 $ 210,684 $ — $ 220,576 Note 6. Capital Structure Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share. The Company’s Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, option or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. At December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding. Common Stock At December 31, 2025, the following shares of common stock were reserved for future issuance: Unexercised stock options outstanding under 2016 Equity Incentive Plan 176,189 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 Authorized for future issuance under the Hyliion Holdings Corp. Employee Stock Purchase Plan 1,800,000 15,860,069 F-15 Table of Contents Treasury Stock In December 2023, we announced a share repurchase program which has no expiration date, authorizing the repurchase of up to $ 20.0 million in shares. 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 one 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 %. F-16 Table of Contents Employee and director RSUs generally vest over one 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, 2023 1 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. F-17 Table of Contents Note 8. Leases The Company enters into operating leases for its corporate office, temporary offices, vehicles and equipment. 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 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, 2025 2024 Operating lease cost $ 2,376 $ 2,476 Short-term lease cost 337 42 Variable lease cost 1,060 658 Sublessor income ( 294 ) — Total operating lease costs $ 3,479 $ 3,176 The following table provides the weighted-average lease terms and discount rates used for the Company’s operating leases: December 31, 2025 2024 Weighted-average remaining lease term: Operating leases 1.7 years 2.6 years Weighted-average discount rate: Operating leases 8.9 % 8.6 % The following table provides a summary of operating lease liability maturities for the next five years and thereafter at December 31, 2025: 2026 $ 2,993 2027 1,426 2028 306 Total minimum lease payments 4,725 Less: imputed interest ( 353 ) Total lease obligations $ 4,372 F-18 Table of Contents Note 9. Property and Equipment, Net Property and equipment, net at December 31, 2025 and 2024 is summarized as follows: December 31, 2025 2024 Production machinery and equipment $ 46,905 $ 27,846 Vehicles 379 379 Leasehold improvements 5,551 4,313 Office furniture and fixtures 287 270 Computers and related equipment 2,273 2,113 55,395 34,921 Less: accumulated depreciation ( 14,934 ) ( 9,001 ) Total property and equipment, net $ 40,461 $ 25,920 Depreciation expense for the years ended December 31, 2025 and 2024 totaled approximately $ 6.0 million and $ 3.1 million, respectively. 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, 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. Note 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2025 and 2024 are summarized as follows: December 31, 2025 2024 Accrued professional services and other $ 1,342 $ 1,823 Accrued compensation and related benefits 2,028 3,280 Other accrued liabilities 625 746 Accrued severance, contract termination, and other charges — 773 $ 3,995 $ 6,622 Note 11. Income Taxes The income tax provision for the years ended December 31, 2025 and 2024 is summarized as follows: Year Ended December 31, 2025 2024 Current tax expense: Federal $ — $ — State — — Total current tax expense $ — $ — Deferred tax (benefit) expense: Federal $ ( 11,725 ) $ ( 10,493 ) State — — Valuation allowance 11,725 10,493 Total deferred tax expense $ — $ — F-19 Table of Contents The components of deferred taxes at December 31, 2025 and 2024 are summarized as follows: December 31, 2025 2024 Deferred tax assets: Federal net operating loss carryforwards $ 93,958 $ 72,697 State net operating loss carryforwards 491 491 Operating lease obligation 918 1,426 Section 174 expenditures 19,892 28,445 R&D tax credit 4,714 4,714 Other 1,780 1,676 Intangible assets, net 4,748 5,159 Total deferred tax assets 126,501 114,608 Less: valuation allowance ( 125,021 ) ( 113,296 ) Deferred tax assets, net of valuation allowance 1,480 1,312 Deferred tax liabilities: Operating lease right of use asset, net 728 1,140 Property and equipment, net 752 172 Total deferred tax liabilities 1,480 1,312 Net deferred tax assets $ — $ — The reconciliation of taxes at the federal statutory rate to the Company’s provision for income taxes for the years ended December 31, 2025 and 2024 is summarized as follows: Year Ended December 31, 2025 U.S. 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, 2024 Provision at statutory rate of 21% $ ( 10,930 ) Other 437 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. Management considere d the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences at December 31, 2025. 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, 2025, $ 10.5 million of this amount will begin to expire in 2036 and the remaining $ 436.9 F-20 Table of Contents 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. The Company had federal and state R&D credits of $ 4.7 million that will begin to expire in 2037. The Company’s ability to utilize a portion of net operating loss carryforwards and credits to offset future taxable income, and tax, respectively, is subject to certain limitations under Section 382 of the Internal Revenue Code upon changes in equity ownership of the Company. Due to such limitation, $ 2.0 million of the Company’s net operating loss and less than $ 0.1 million of the Company’s R&D credits will expire unused, regardless of taxable income in future years. The Company files a United States federal income tax return, as well as income tax returns in various states. The tax returns for years 2022 and thereafter remain open for examination. However, the taxing authorities have the ability to review the propriety of tax losses created in closed tax years to the extent such losses are utilized in an open tax year. Note 12. Commitments and Contingencies Economic Incentive Agreement During the quarter ended March 31, 2024, in connection with our operations in Cedar Park, Texas, the Company entered into an agreement with the Cedar Park Economic Development Corporation (“EDC”) that superseded prior agreements, whereby the Company would receive cash grants up to $ 1.1 million from the EDC at various measurement dates during the term of the agreement contingent upon the Company fulfilling and maintaining certain occupancy, investment, and employment requirements. 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 as of December 31, 2025. Under the agreement, th e EDC has the right to file a security interest to all assets of the Company. Legal Proceedings The Company is periodically involved in legal proceedings, legal actions and claims arising in the nor mal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. The Company believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Note 13. Net Loss Per Share The computation of basic and diluted net loss per share for the years ended December 31, 2025 and 2024 is summarized as follows (in thousands, except share and per share data): Year Ended December 31, 2025 2024 Numerator: Net loss attributable to common stockholders $ ( 57,188 ) $ ( 52,048 ) Denominator: Weighted average shares outstanding, basic and diluted 175,426,635 174,915,487 Net loss per share, basic and diluted $ ( 0.33 ) $ ( 0.30 ) 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 years ended December 31, 2025 and 2024 are summarized as follows: Year Ended December 31, 2025 2024 Unexercised stock options 176,189 188,229 Unvested restricted stock units 7,761,130 6,322,621 7,937,319 6,510,850 F-21 Table of Contents Note 14. Supplemental Cash Flow Information Supplemental cash flow information for the years ended December 31, 2025 and 2024 is summarized as follows: Year Ended December 31, 2025 2024 Cash paid for interest $ — $ — Cash paid for taxes $ — $ — Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net $ ( 2,906 ) $ ( 1,687 ) Year Ended December 31, 2025 2024 Supplemental disclosure of noncash investing and financing activities: Repurchase of treasury stock included in accrued expenses and other current liabilities $ — $ 117 Acquisitions of property and equipment and intangible assets included in accounts payable and accrued expenses and other current liabilities $ 1,862 $ 3,884 Note 15. Retirement Plan The Company has adopted a 401(k) plan to provide all eligible employees a means to accumulate retirement savings on a tax-advantaged or post-tax basis. The 401(k) plan eligibility conditions require participants are at least 21 years old to participate. Eligibility entry date is the first of the month following date of hire, or the first of the month following the date the employee turns 21 years old. Plan participants may make elective contributions up to the maximum percentage of compensation and dollar amount allowed under the Internal Revenue Code and are always 100% vested in their elective contributions. The Company has also established a Profit Sharing plan in which the employer may make contributions on the employee’s behalf (“discretionary employer contributions”). The Company did not make any Profit Sharing contributions during the years ended December 31, 2025 and 2024. F-22 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.