Hyliion Holdings Corp.

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our 2025 Annual Report. Except as set forth below, there have been no material changes to our Risk Factors as therein previously reported.

We are, and may in the future become, subject to legal proceedings, government investigations and other claims, and unfavorable outcomes could adversely affect our business, results of operations, financial condition and stock price.

From time to time, we are subject to claims, lawsuits, demands, and other legal proceedings, and additional matters may arise in the future. For example, as described in Note 11, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q, a putative securities class action lawsuit is pending against us and certain of our officers, a shareholder derivative action has been filed purportedly on our behalf against certain of our directors and officers, and we have received a shareholder demand to inspect certain of our books and records. These matters are at an early stage, and additional lawsuits or demands asserting similar allegations may be filed or made.

We may also become subject to other claims, including, without limitation, claims relating to intellectual property, product liability, commercial disputes and our contracts with the U.S. government. Regardless of any legal proceedings’ merit, defending against litigation or taking other actions in response can be expensive, time-consuming and disruptive to our operations, and can divert the attention of our management. The outcome of these matters is inherently uncertain, and settlements may not be available on acceptable terms. An adverse outcome could require us to change our business practices, and harm our reputation and our relationships with customers, including the U.S. government, and other business partners. Pending or future litigation, and any related publicity, may also adversely affect the market price of our common stock and our ability to raise additional capital on acceptable terms.