Hyliion Holdings Corp.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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Sep 30, 2026 · Filed Nov 10, 2026
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Notes to Condensed Consolidated Financial Statements
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except as separately indicated)
Note 1. Overview
Hyliion Holdings Corp. is a Delaware corporation headquartered in Cedar Park, Texas, that designs and develops the KARNOTM 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 systems such as cooling, controls, fuel, and air handling, that generates electricity on command in stationary power generation applications powered by KARNO Cores. The KARNO Core is a heat-powered generator that uses linear motors in a four-shaft system to generate electricity. Heat is generated through the flameless oxidation of fuels while achieving near zero emissions without aftertreatment systems.
Note 2. Disposals
In November 2023, the Company initiated the wind-down of its powertrain business (the “Plan”), the majority of which activities were completed in 2025. See Note 2 to the consolidated financial statements in our 2025 Annual Report for additional information. The Company has not accounted for the impacts of the Plan as a discontinued operation as the underlying intellectual property has not been abandoned or sold. The Company recognized net (benefits) costs related to the Plan, consisting primarily of recoveries from sales of assets, ofnil and $(0.1) million during the three months ended September 30, 2026 and 2025, respectively, and $(0.7) million and $1.0 million during the nine months ended September 30, 2026 and 2025, respectively, which are included in exit and termination (benefits) costs in the condensed consolidated statements of operations. Remaining accrued liabilities associated with the Plan were immaterial at September 30, 2026.
Note 3. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying condensed 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 condensed consolidated financial statements and accompanying notes have been prepared in accordance 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”), which permit reduced disclosure for interim periods. The condensed consolidated balance sheet at December 31, 2025 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required with respect to annual financial statements. In the opinion of the Company, these condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s 2025 Annual Report. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.
These condensed 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 September 30, 2026, the Company had total equity of $160.1 million, inclusive of cash and cash equivalents of $16.7 million and total investments of $104.7 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.
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, inventory, 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 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) are 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 assesses performance for the single operating segment and decides how to allocate resources based on consolidated net income (loss), which is reported on the condensed consolidated statements of operations, and does not segment the business for internal reporting or decision making. The CODM uses net income (loss), including the significant expense categories presented below, in the annual budgeting and forecasting process and monitors actual results against the budget and forecast on a quarterly basis. The CODM considers budget-to-actual variances in net income (loss) when making decisions about the allocation of operating and capital resources, including the level of investment in research and development activities related to the KARNO Power Module, spending on commercialization efforts, and resources devoted to performance under the Company’s government contracts. The CODM also uses net income (loss) to monitor the Company’s operating cash requirements and to evaluate the sufficiency of the Company’s liquidity to fund planned operations.
The significant expense categories and amounts that are regularly provided to the CODM and included in the reported measure of segment loss for the three and nine months ended September 30, 2026 and 2025 are summarized as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Total revenues | $7.5 | $0.8 | $15.2 | $2.8 |
| Total cost of revenues | 6.9 | 0.8 | 14.1 | 2.7 |
| Gross profit (loss) | 0.6 | — | 1.1 | 0.1 |
| Administrative and office | 1.7 | 1.6 | 5.0 | 4.8 |
| Depreciation and amortization | 1.8 | 1.7 | 6.0 | 4.1 |
| Facilities | 1.3 | 1.3 | 3.8 | 4.2 |
| Personnel | 5.8 | 5.7 | 20.0 | 18.3 |
| Product development, exclusive of other costs presented | 0.8 | 3.6 | 2.9 | 13.2 |
| Professional services | 1.2 | 1.3 | 4.1 | 4.2 |
| Exit and termination (benefits) costs | — | (0.1) | (0.7) | 1.0 |
| Other operating expense | 0.3 | 0.2 | 0.9 | 0.9 |
| Total operating expenses | 13.0 | 15.3 | 42.1 | 50.7 |
| Other income, net | 1.4 | 2.0 | 4.2 | 6.6 |
| Net loss | $(11.1) | $(13.3) | $(36.7) | $(44.0) |
Note: Amounts may not sum due to rounding.
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 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, 2026 | December 31, 2025 | September 30, 2025 | December 31, 2024 | |
|---|---|---|---|---|
| Cash and cash equivalents | $16,706 | $22,938 | $17,878 | $9,227 |
| Restricted cash included in other assets | 665 | 665 | 665 | 665 |
| $17,371 | $23,603 | $18,543 | $9,892 |
Accounts Receivable, Net
Accounts receivable are stated at the invoiced amount, net of an allowance for credit losses. The Company estimates expected credit losses on its receivables and maintains an allowance at a level considered adequate to provide for those losses based on its evaluation of current conditions as of the balance sheet date, changes in the character and size of the receivable balance, historical loss experience, and other pertinent factors. At September 30, 2026 and December 31, 2025, accounts receivable included amounts receivable from a single customer of $6.5 million and $0.5 million, respectively. At September 30, 2026 and December 31, 2025, there wasno allowance for credit losses on customer receivables.
The Company adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, during the quarter ended March 31, 2026, applying the practical expedient under which the Company assumes that current conditions as of the balance sheet date do not change for the remaining life of its current accounts receivable in estimating expected credit losses. There was no material impact as a result of the adoption of this ASU.
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. Such amortization, along with interest, is included in interest income. The Company estimates expected credit 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 is of a high credit quality with minimal expected credit losses. 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.
Inventory
As of September 30, 2026, we have not yet commercialized the KARNO Power Module. Unless such components are capitalizable, 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, certain components on hand have a zero cost basis, and inventory capitalized in future periods that incorporates these components will reflect carrying amounts, and related cost of revenue upon sale, that are lower than would result had those components been initially capitalized.
When inventory may be utilized in performance of our contracts with the United States Department of the Navy’s Office of Naval Research (“ONR”), we capitalize that inventory including certain allocations of overhead, labor, and other direct costs and classify it as work-in-process inventory. When this inventory is designated to and utilized in an activity, we record either an R&D or a cost of revenue charge in the period in which the utilization occurs.
All inventory recorded on the balance sheet at September 30, 2026 is classified as work-in-process. Inventory is valued using the specific identification cost method and is stated at the lower of cost or net realizable value. We review our inventory to determine whether its carrying value exceeds the net amount we expect to realize upon the ultimate sale of the inventory.
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.
U.S. Government Contracts
In September 2024, the Company was awarded a best effort cost-plus-fixed-fee contract of up to $16.0 million by the 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 toseven KARNO Cores and testing of power module systems. 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 September 2026, the ONR contract awarded in September 2024 was modified to increase the contract value to $21.6 million to fund the cost of completing the remaining deliverables, including an option of up to $2.5 million that the ONR may exercise in the future.
In July 2025, the Company was awarded a Phase II best effort cost-plus-fixed-fee contract of up to $1.5 million by the ONR to demonstrate the conceptual feasibility of the Phase I effort contract awarded in July 2024 for up to $0.2 million and to show development progress towards successful application. Under the Phase II agreement, including the exercised option and amendments, the Company will provide R&D services through July 2027, including design reviews, simulations, and reporting.
In July 2026, the Company was awarded a best effort cost-plus-fixed-fee contract of up to $41.7 million by the ONR. This contract provides for the design, development, construction, testing and delivery of 2-megawatt and 3-megawatt KARNO power generation systems at locations identified by ONR. The Company began performance on this contract in the third quarter of 2026, and expects to increase performance in the second and third quarters of 2027, continuing through mid-2029. During the three months ended September 30, 2026, deposits of $1.2 million previously made on equipment expected to be used in production were charged to cost of revenues, as the related equipment was instead procured as a direct cost reimbursable under the Company’s contracts with the ONR.
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, inventory, and equipment.
All revenue during the three and nine months ended September 30, 2026 and 2025 was recognized over time. The portion of our revenues from significant customers is summarized as follows and is attributable to customers located in the U.S.:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Customer A | 100% | 75% | 100% | 76% |
| Customer B | — | 25 | — | 24 |
| 100% | 100% | 100% | 100% | |
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.
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 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, fair value and maturities of our held-to-maturity investments at September 30, 2026 and December 31, 2025 are summarized as follows:
| September 30, 2026 | ||||
|---|---|---|---|---|
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |
| Corporate bonds and notes | $104,654 | $87 | $(616) | $104,125 |
| $104,654 | $87 | $(616) | $104,125 | |
| 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 | |
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |
| Due in one year or less | $37,914 | $37,824 | $69,427 | $69,586 |
| Due after one year through five years | 66,740 | 66,301 | 59,994 | 60,311 |
| $104,654 | $104,125 | $129,421 | $129,897 | |
Note 5. Fair Value Measurements
The fair value measurements of our financial assets at September 30, 2026 and December 31, 2025 are summarized as follows:
| Fair Value Measurements at September 30, 2026 | ||||
|---|---|---|---|---|
| Level I | Level II | Level III | Total | |
| Cash and cash equivalents | $16,706 | $— | $— | $16,706 |
| Restricted cash | 665 | — | — | 665 |
| Held-to-maturity investments: | ||||
| Corporate bonds and notes | — | 104,125 | — | 104,125 |
| $17,371 | $104,125 | $— | $121,496 | |
| 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 | |
Note 6. Leases
In July 2026, the Company entered into an amendment to the lease of its Cedar Park, Texas headquarters facilities. The amendment extended the lease term for the Company’s approximately 125,000 square foot facility by 63 months, through July 2032, and provides for total base rent of $9.8 million over the extension period, inclusive of athree-month rent abatement, and a tenant improvement allowance of up to $0.6 million. The Company retainstwo options to further extend the lease term byfive years each which are not included in the revised lease term as they are not reasonably certain to be exercised. The lease term for the subleased approximately 27,000 square foot facility was not extended and will expire in April 2027.
The Company accounted for the amendment as a modification of the existing lease rather than as a new lease. At the amendment date, the Company reassessed the lease and concluded it remains an operating lease, and remeasured the lease liability using the revised lease payments and an updated incremental borrowing rate. The remeasurement increased the operating lease right-of-use asset and operating lease liabilities by $6.2 million. The rent abatement and tenant improvement allowance are reflected in the remeasured lease liability and right-of-use asset, and the Company continues to recognize lease cost on a straight-line basis over the remaining lease term. The tenant improvement allowance, which had not yet been received as of September 30, 2026, allows for reimbursement of improvements made to the facility. The improvements are owned by the Company and are recorded in property and equipment as leasehold improvements, depreciated over the shorter of their useful lives or the remaining lease term.
In February 2025, the Company executed a sublease for a portion of its corporate office through April 2027. Sublease operating income which is included as reductions to R&D and selling, general and administrative expense in the condensed consolidated statements of operations for the three months ended September 30, 2026 and 2025 was $0.1 million and $0.1 million, respectively, and $0.3 million and $0.2 million, respectively, for the nine months ended September 30, 2026 and 2025.
Note 7. Property and Equipment, Net
Property and equipment, net at September 30, 2026 and December 31, 2025 is summarized as follows:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Production machinery and equipment | $44,961 | $46,905 |
| Vehicles | 379 | 379 |
| Leasehold improvements | 6,004 | 5,551 |
| Office furniture and fixtures | 300 | 287 |
| Computers and related equipment | 2,349 | 2,273 |
| 53,993 | 55,395 | |
| Less: accumulated depreciation | (20,962) | (14,934) |
| Total property and equipment, net | $33,031 | $40,461 |
During the three months ended September 30, 2026, the Company received credits against future purchases of $1.2 million from an equipment vendor for tariffs previously included in the purchase price of production machinery and equipment, which were recorded as a reduction of the cost of the related property and equipment.
During the three months ended September 30, 2026, the Company applied $1.2 million in deposits previously made toward purchase of property and equipment to equipment purchased for and reimbursed under contracts described in Note 3. These amounts are included as an “other” adjustment to reconcile net loss to net cash used in operating activities in the condensed consolidated statements of cash flows for the nine months ended September 30, 2026.
Note 8. Share-Based Compensation
During the nine months ended September 30, 2026 and 2025, the Company granted 4.1 million and 4.4 million restricted stock units, respectively, which will vest over a period ofone tothree years, inclusive of the units described below with underlying closing stock price thresholds. During the nine months ended September 30, 2026 and 2025,1.4 million and 0.1 million restricted stock units, respectively, were forfeited. Share-based compensation expense for the three months ended September 30, 2026 and 2025 was $1.7 million and $1.4 million, respectively. Share-based compensation expense for the nine months ended September 30, 2026 and 2025 was $4.8 million and $4.1 million, respectively.
The Company granted 2.3 million restricted stock units in the nine months ended September 30, 2026 that are subject to vest between February 11, 2026 and December 31, 2028 contingent upon achieving underlying closing stock price thresholds. Through September 30, 2026, there was achievement of underlying closing stock price thresholds on 25% of these awards which will vest December 31, 2028. These awards were valued at $1.57 per unit using a Monte Carlo simulation including a blend of historical and implied share volatility of 105% and a risk-free rate of 3.48%.
Through September 30, 2026, there was achievement of underlying closing stock price thresholds on 20% of restricted stock units granted in 2025 which will vest between September 2027 and December 2027.
Note 9. Stockholders’ Equity
At-the-Market Offering Program
In August 2026, the Company entered into an at-the-market sales agreement with Needham & Company, LLC and Northland Securities, Inc., under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $100 million. The Company pays the applicable sales agent a commission of up to 3.0% of the gross proceeds from each sale. The Company is not obligated to sell any shares under the agreement. No shares were sold under the agreement during the three months ended September 30, 2026, and $100 million remained available as of that date.
Treasury Stock Retirement
In the third quarter of 2026, the Company retired 10,610,070 shares of common stock held in treasury. The excess of the cost of the treasury shares over their par value was charged to additional paid-in capital and the retirement had no effect on total stockholders’ equity or on the number of shares outstanding.
Note 10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities at September 30, 2026 and December 31, 2025 are summarized as follows:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Accrued professional services and other | $2,455 | $1,342 |
| Accrued compensation and related benefits | 2,655 | 2,028 |
| Other accrued liabilities | 636 | 625 |
| $5,746 | $3,995 |
Note 11. Commitments and Contingencies
Legal Proceedings
On August 28, 2026, two putative securities class action lawsuits captioned John Draftz v. Hyliion Holdings Corp., et al., Case No. 1:26-cv-02369 and Gustavo Olmeta v. Hyliion Holdings Corp., et al., Case No. 1:26-cv-02375, were filed in the United States District Court for the Western District of Texas against the Company, its Chief Executive Officer, and its Chief Financial Officer. The complaints, brought on behalf of a putative class of purchasers of the Company’s securities between May 12, 2026 and June 23, 2026, assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, alleging that the defendants made materially false or misleading statements or omissions concerning, among other things, a non-binding letter of intent with VFG Holdings, LLC, a data center counterparty. On September 11, 2026, the plaintiff in the Draftz action voluntarily dismissed the lawsuit without prejudice against all defendants. The Olmeta action remains pending and seeks unspecified compensatory damages, interest, and attorneys’ fees and costs. On October 27, 2026, three individuals filed separate motions each asking to be appointed as lead plaintiff and for their respective counsel to be appointed as lead counsel. The court has not yet appointed a lead plaintiff or lead counsel. Pursuant to a stipulation among the parties and court order, the defendants are not required to respond to the complaint until a time to be agreed following the court’s appointment of lead plaintiff and lead counsel. Additional lawsuits asserting similar allegations may be filed. The Company believes the claims are without merit and intends to defend against them vigorously.
On October 7, 2026, a shareholder derivative action captioned Jonathan Clark v. Thomas Healy, et al., Case No. 1:26-cv-02847, was filed in the United States District Court for the Western District of Texas purportedly on behalf of the Company against certain of its directors and officers, naming the Company as a nominal defendant. The complaint alleges, among other things, breaches of fiduciary duty, waste of corporate assets, unjust enrichment, and violations of Section 14(a) of the Securities Exchange Act of 1934. These claims arise principally from the same underlying events described in the securities class actions above, including allegedly misleading statements concerning the Company’s non-binding letter of intent with VFG Holdings, LLC and alleged deficiencies in oversight and internal controls. The complaint also alleges materially misleading statements and omissions in the Company’s 2026 proxy statement concerning risk oversight and internal controls. The plaintiff seeks unspecified damages on behalf of the Company, restitution and disgorgement from the individual defendants, corporate governance reforms and other equitable relief, and attorneys’ and expert fees and expenses. This action is also at an early stage and other lawsuits asserting similar allegations may be filed.
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 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 are refundable as applicable performance requirements were not met and are included within accrued expenses and other current liabilities at September 30, 2026. Under the agreement, the EDC has the right to file a security interest to all assets of the Company.
Other Legal Proceedings
In addition to the matters described above, the Company is periodically involved in other legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Based on currently available information, the Company does not believe that the outcome of such other legal proceedings, legal actions and claims will have a significant adverse effect on the Company’s financial position, results of operations or cash flows.
Note 12. Net Loss Per Share
The computation of basic and diluted net loss per share for the three and nine months ended September 30, 2026 and 2025 is summarized as follows (in thousands, except share and per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net loss attributable to common stockholders | $(11,064) | $(13,337) | $(36,729) | $(44,005) |
| Denominator: | ||||
| Weighted average shares outstanding, basic and diluted | 178,719,035 | 175,652,193 | 178,280,291 | 175,106,583 |
| Net loss per share, basic and diluted | $(0.06) | $(0.08) | $(0.21) | $(0.25) |
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, 2026 and 2025 are summarized as follows:
| Three and Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Unexercised stock options | 168,788 | 180,475 |
| Unvested restricted stock units | 8,878,685 | 8,143,888 |
| 9,047,473 | 8,324,363 | |
Note 13. Related Party Transactions
In August 2026, the Company entered into a consulting agreement with Gustanski Technical Services LLC, an entity controlled by Mary Gustanski, a member of the Company’s Board of Directors. Under the agreement, the director provides technical and strategic advisory services relating to engineering, product commercialization, and the expansion of the Company’s manufacturing capabilities to support increased production. The agreement provides for fees of $25.0 thousand per month and reimbursement of reasonable expenses, has atwelve-month term, and may be terminated by either party upon thirty days’ notice. The fees are in addition to the compensation the director receives for service on the Board of Directors. The agreement was reviewed and approved by the Audit Committee in accordance with the Company’s related person transaction policy. The Company recognized an expense of $25.0 thousand under the agreement during the three months ended September 30, 2026, which is included in research and development and selling, general and administrative expenses in the condensed consolidated statements of operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.