What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2024-11-14 · 114 added, 110 removed, 264 unchanged (46% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except share data)

September 30,

2025 December 31,

24 unchanged sentences

250,000,000 shares authorized;

184,335,183 and 183,071,317 shares issued at September 30, 2024 and December 31, 2023, respectively;

173,725,113 and 183,034,255 shares outstanding as of September 30, 2024 and December 31, 2023, respectively

185,842,864 and 184,428,472 shares issued at March 31, 2025 and December 31, 2024, respectively;

175,232,794 and 173,818,402 shares outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 409,166 408,315

Treasury stock, at cost;

10,610,070 and 37,062 shares as of September 30, 2024 and December 31, 2023, respectively

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

( 14,132 ) ( 14,132 )

6 unchanged sentences

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

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

2024 2023 2024 2023

Product sales and other $ — $ 96 $ — $ 672

Three Months Ended March 31,

Research and development services $ 489 $ —

Total revenues 489 —

Cost of revenues

Product sales and other — 677 — 1,675

Research and development services 477 —

Total cost of revenues 477 —

Gross loss — ( 581 ) — ( 1,003 )

Gross profit 12 —

Operating expenses

6 unchanged sentences

Gain on disposal of assets — 3

Other income, net — 26 32 14

Net loss $ ( 17,254 ) $ ( 15,592 )

5 unchanged sentences

(Dollar amounts in thousands, except share data)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Treasury Stock Additional

5 unchanged sentences

Share-based compensation — — — — 1,295 — 1,295

Repurchase of treasury stock — — ( 8,675,395 ) ( 11,337 ) — — ( 11,337 )

Net loss — — — — — ( 17,254 ) ( 17,254 )

Balance at March 31, 2025 185,842,864 $ 19 ( 10,610,070 ) $ ( 14,132 ) $ 409,166 $ ( 167,066 ) $ 227,987

Exercise of common stock options and vesting of restricted stock units, net 138,419 — — — ( 68 ) — ( 68 )

Share-based compensation — — — — 1,125 — 1,125

Repurchase of treasury stock — — ( 1,897,613 ) ( 2,771 ) — — ( 2,771 )

Net loss — — — — — ( 10,856 ) ( 10,856 )

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

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

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

Repurchase of treasury stock — — — 6 — — 6

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

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

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Common Stock Treasury Stock Additional

Capital (Accumulated Deficit) Retained Earnings Total

Capital Accumulated Deficit Total

Stockholders’

3 unchanged sentences

Share-based compensation — — — — 1,320 — 1,320

Repurchase of treasury stock — — ( 8,675,395 ) ( 11,337 ) — — ( 11,337 )

Net loss — — — — — ( 15,592 ) ( 15,592 )

Balance at March 31, 2024 184,016,695 $ 18 ( 8,712,457 ) $ ( 11,370 ) $ 405,118 $ ( 113,356 ) $ 280,410

Exercise of common stock options and vesting of restricted stock units, net 456,579 — — — 44 — 44

Share-based compensation — — — — 1,721 — 1,721

Net loss — — — — — ( 35,227 ) ( 35,227 )

Balance at June 30, 2023 181,152,151 $ 18 — $ — $ 401,439 $ ( 38,312 ) $ 363,145

Exercise of common stock options and vesting of restricted stock units, net 1,564,294 — — — 130 — 130

Share-based compensation — — — — 1,409 — 1,409

Net loss — — — — — ( 30,322 ) ( 30,322 )

Balance at September 30, 2023 182,716,445 $ 18 — $ — $ 402,978 $ ( 68,634 ) $ 334,362

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

2 unchanged sentences

(Dollar amounts in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

4 unchanged sentences

Noncash lease expense 525 78

Inventory write-down — 992

Gain on disposal of assets, including assets held for sale ( 279 ) ( 572 )

3 unchanged sentences

Accounts receivable ( 5 ) ( 82 )

Inventory — ( 1,057 )

Prepaid expenses and other assets 1,626 ( 7,382 )

6 unchanged sentences

Proceeds from sale of property and equipment 219 572

Payments for security deposit, net — ( 45 )

Receipt of security deposit 41 —

Purchase of investments — ( 23,707 )

11 unchanged sentences

Repurchase of treasury stock included in accrued expenses $ — $ 294

Acquisitions of property and equipment included in accounts payable and other $ 227 $ 512

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

Acquisitions of property and equipment included in accounts payable and accrued expenses and other current liabilities $ 244 $ 468

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

3 unchanged sentences

Hyliion Holdings Corp.

is a Delaware corporation headquartered in Cedar Park, Texas, with research and development facilities near Cincinnati, Ohio, that designs and develops power generators for stationary and mobile applications and provides research and development services.

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

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

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

Strategic Plan Wind Down

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.

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”).

We have not accounted for the impacts of the Plan as a discontinued operation through September 30, 2024 as we have not abandoned or sold the underlying intellectual property.

We historically provided limited assurance-type warranties under our powertrain contracts and plan to continue to service such warranties through their remaining term, with the majority ending in 2024.

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

Th e change in total liabilities associated with the Plan is included within accrued expenses and other current liabilities as presented in Note 8, and accounts payable, and is summarized as follows (in millions):

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

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

Contract terminations 1.0 — ( 0.2 ) 0.8

Warranty obligations 0.1 — — 0.1

$ 1.5 $ — $ ( 0.3 ) $ 1.2

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

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

We have not accounted for the impacts of the Plan as a discontinued operation through March 31, 2025 as we have not abandoned or sold the underlying intellectual property and continue wind down activities.

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

Total charges and expenses related to the Plan of $ 1.4 million and $ 4.4 million for the three months ended March 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 condensed consolidated statements of operations.

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

December 31, 2024 Charged to Expense Costs Paid or Settled March 31, 2025

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

10 unchanged sentences

Assets Held for Sale

Through the quarter ended September 30, 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.

Through the quarter ended March 31, 2025, 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 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, we reclassified assets previously recorded as held for sale totaling $ 1.0 million to property and equipment, net, on the condensed consolidated balance sheets, and recognized charges of $ 1.6 million during the three months ended March 31, 2025.

HYLIION HOLDINGS CORP.

1 unchanged sentence

(Dollar amounts in thousands, except as separately indicated)

We had assets held for sale of $ 3.5 million consisting of property and equipment in connection with the Plan at their fair value less costs to sell at September 30, 2024.

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

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 $ 0.9 million and $ 2.1 million included in exit and termination costs in the condensed consolidated statements of operations in the three and nine months, respective ly, ended September 30, 2024 and included in gain on disposal of assets in the condensed consolidated statements of cash flows for the nine months ended September 30, 2024.

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

We used fair value hierarchy Level III inputs including comparable assets, adjusted for condition, and recorded charges of $ 1.6 million, as discussed above, and $ 5.6 million included in exit and termination costs in the condensed consolidated statements of operations f or the three months ended March 31, 2025 and 2024, respectively.

We recorded net benefits for recoveries related to asset sales of $ 0.3 million and $ 0.6 million included in exit and termination costs in the condensed consolidated statements of operations a nd in gain on disposal of assets, including assets held for sale in the condensed consolidated statements of cash flows f or the three months ended March 31, 2025 and 2024, respectively.

Summary of Significant Accounting Policies

10 unchanged sentences

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

At September 30, 2024, the Company had total equity of $ 257.7 million, inclusive of cash and cash equivalents of $ 28.1 million and total investments of $ 209.4 million.

At March 31, 2025, the Company had total equity of $ 228.0 million, inclusive of cash and cash equivalents of $ 12.3 million and total investments of $ 186.5 million.

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

4 unchanged sentences

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

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

Three Months Ended March 31,

Total revenues $ 0.5 $ —

Total cost of revenues 0.5 —

Gross profit — —

Administrative and office 1.6 1.9

Depreciation and amortization 1.1 0.6

Facilities 1.4 1.4

Personnel 6.3 6.9

Product development, exclusive of other costs presented 6.3 2.3

Professional services 1.4 1.2

Exit and termination costs 1.4 4.4

Other operating expense 0.3 0.3

Total operating expenses 19.8 19.0

Other income, net 2.5 3.4

Net loss $ ( 17.3 ) $ ( 15.6 )

Concentration of Supplier Risk

6 unchanged sentences

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’s obligations to purchase semi-trucks related to the Founders Program, 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 condensed consolidated statements of cash flows is summarized as follows:

September 30, 2024 December 31, 2023 September 30, 2023 December 31, 2022

March 31, 2025 December 31, 2024 March 31, 2024 December 31, 2023

Cash and cash equivalents $ 12,332 $ 9,227 $ 14,715 $ 12,881

4 unchanged sentences

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

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

At September 30, 2024 and December 31, 2023, there were no accounts receivable due from customers or allowances for doubtful accounts.

Accounts receivable consisted of amounts due from performance of government contracts for which the Company was a prime and subcontractor and for sales of equipment associated with the wind down of the powertrain business.

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 March 31, 2025 and December 31, 2024, accounts receivable included amounts receivable from customers of $ 2.0 million and $ 1.5 million, respectively.

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

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

7 unchanged sentences

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.

Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income 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 September 30, 2024, we have not yet commercialized the KARNO generator.

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

As of March 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.

The Company has been performing under two contracts as both a prime and subcontractor to the United States government to provide research and development services in contractual amounts up to $ 2.4 million.

The larger of these two contracts was modified and will be accounted for as a new contract in the quarter ending December 31, 2024.

These contracts were not accounted for as revenue as they were not made in the ordinary course of business and the counterparties were not customers under GAAP.

In September 2024, the Company was awarded a 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 applicability of its KARNO generator for navy ships and stationary power applications.

Under the agreement, the Company will provide up to seven KARNO generators and related research and development services through September 2026.

The ONR contract represented a significant change in business strategy toward providing research and development activities in the ordinary course of business in addition to designing and developing power generators for stationary and mobile applications.

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

The amounts remaining to be billed on these contracts was up to $ 17.2 million as of September 30, 2024.

We had accounts receivable due on these contracts of $ 0.5 million and nil at September 30, 2024 and December 31, 2023, respectively, and no allowance for doubtful accounts.

Inventory is consumed in the performance of these contracts in the quarter in which it is purchased and we therefore do not record inventory at each reporting period pertaining to these contracts.

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

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

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

Identify the contract(s) with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract;

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

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, modified in March 2025, 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 September 2026, 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.

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 $ 15.2 million as of March 31, 2025, which is expected to be recognized in 2025 and 2026.

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

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.

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 three months ended March 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.:

Three Months Ended March 31,

Customer A 46 % — %

Customer B 54 —

Research and Development Expense

Research and development 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.

Research and development costs include, but are not limited to, outsourced engineering services, allocated facilities costs, depreciation on equipment utilized in research and development 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.

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.

Recent Accounting Pronouncements

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

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 beginning after December 15, 2024 and we expect a material impact to our disclosures as a result of adoption.

The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at September 30, 2024 and December 31, 2023 are summarized as follows:

Fair Value Measurements at September 30, 2024

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

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

Fair Value Measurements at March 31, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

11 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Amortized Cost Fair Value Amortized Cost Fair Value

3 unchanged sentences

Fair Value Measurements

The fair value measurements of our financial assets at September 30, 2024 and December 31, 2023 are summarized as follows:

Fair Value Measurements at September 30, 2024

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

Fair Value Measurements at March 31, 2025

Level I Level II Level III Total

17 unchanged sentences

$ 9,892 $ 210,684 $ — $ 220,576

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

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

Three Months Ended March 31,

Operating lease income $ 27 $ —

Variable operating lease income 35 —

Property and Equipment, Net

Property and equipment, net at September 30, 2024 and December 31, 2023 is summarized as follows:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Production machinery and equipment $ 32,196 $ 27,846

6 unchanged sentences

Total property and equipment, net $ 29,446 $ 25,920

We began placing new additive manufacturing equipment into service in our Cedar Park facility during the current quarter, with useful lives up to 12 years, included in production machinery and equipment.

Share-Based Compensation

During the nine months ended September 30, 2024 and 2023, the Company granted 6.1 million and 2.2 million, respectively, restricted stock units which will vest over a period of one to three years .

During the nine months ended September 30, 2024 and 2023, 1.2 million and 0.6 million, respectively, of restricted stock units and options were forfeited.

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

Share-based compensation expense for the three and nine months ended September 30, 2023 was $ 1.4 million and $ 5.2 million, respectively.

In May 2024, stockholders of the Company approved the Hyliion Holdings Corp.

2024 Equity Incentive Plan which allows issuance of up to 8,000,000 shares, subject to certain adjustments.

During the three months ended March 31, 2025 and 2024, the Company granted 4.3 million and 5.9 million, respectively, restricted stock units which will vest over a period of one to three years .

During the three months ended March 31, 2025 and 2024, 0.1 million and 0.9 million, respectively, of restricted stock units and options were forfeited.

Share-based compensation expense for the three months ended March 31, 2025 and 2024 was $ 1.3 million and $ 1.3 million, respectively.

Of the restricted stock units granted in the first quarter of 2025, 2.7 million units may vest between February 18, 2026 and December 31, 2027 contingent upon achieving underlying closing stock price thresholds.

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

There were no material amounts of market-conditioned awards granted after the first quarter of 2024.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at September 30, 2024 and December 31, 2023 are summarized as follows:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

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

6 unchanged sentences

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 before 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 remain refundable and subject to these performance requirements and are included within other liabilities as of September 30, 2024.

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

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

The Company has received payments to date of $ 0.4 million which are refundable as applicable performance requirements were not met and are included within accrued expenses and other current liabilities at March 31, 2025.

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

Legal Proceedings

2 unchanged sentences

Net Loss Per Share

The computation of basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 is summarized as follows (in thousands, except share and per share data):

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

2024 2023 2024 2023

The computation of basic and diluted net loss per share for the three months ended March 31, 2025 and 2024 is summarized as follows (in thousands, except share and per share data):

Three Months Ended March 31,

Net loss attributable to common stockholders $ ( 17,254 ) $ ( 15,592 )

1 unchanged sentence

Net loss per share, basic and diluted $ ( 0.10 ) $ ( 0.09 )

Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the three and nine months ended September 30, 2024 and 2023 are summarized as follows:

Three and Nine Months Ended September 30,

Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the three months ended March 31, 2025 and 2024 are summarized as follows:

Three Months Ended March 31,

Unexercised stock options 187,529 293,410

1 unchanged sentence

9,090,263 7,057,320

* Potential common shares from unvested restricted stock units for the periods ended September 30, 2024 and 2023 include no and 653,334 shares, respectively, where no accounting grant date had been established.

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

What changed 10-Q

Item 1. Financial Statements