Hyliion adopts nonqualified deferred compensation plan for select employees

Hyliion Holdings Corp. (NYSE American: HYLN) approved a new nonqualified deferred compensation plan on September 28, 2026, following a recommendation from the Compensation Committee of its Board of Directors. The company, headquartered in Cedar Park, Texas, filed the adoption with the Securities and Exchange Commission on October 1, 2026.

The plan is unfunded and designed to comply with Section 409A of the Internal Revenue Code. It is administered by the Compensation Committee and limits participation to a select group of management, highly compensated employees, and non-employee directors. The Committee retains the authority to designate eligible participants as needed. Initial enrollment is expected to take place in December 2026.

Under the terms of the plan, employee participants may elect to defer settlement of up to 100% of restricted stock unit awards and performance share awards granted under the company's 2024 Equity Incentive Plan. Non-employee director participants may similarly defer 100% of their restricted stock unit awards. Deferred awards are credited to participant accounts as notional shares of Hyliion Common Stock and will be settled in actual shares issued under the Equity Plan upon the applicable distribution date. While initial deferral elections are restricted to equity awards, the company noted that cash compensation deferrals may be permitted in the future. The plan does not include any company contributions.

Deferral elections must generally be made before the end of the calendar year preceding the year in which the award is granted or services are performed. For performance-based awards, Section 409A allows elections to be made no later than six months before the end of the applicable performance period.

Participants may choose distribution timing and form during annual enrollment periods. Options include in-service distributions on a specified date, paid as a lump sum or in up to five annual installments beginning in January of the elected year. Retirement distributions can be paid as a lump sum or in up to ten annual installments; retirement is defined as separation from service after attaining age 60 with at least five years of service. In the event of a change in control, distributions are paid as a lump sum if the participant separates from service within 12 months following the event. If a participant separates from service before becoming retirement-eligible, or dies before payment commencement, the account balance is paid in a lump sum to the participant or their beneficiaries. Payments related to separation from service are subject to any delays required by Section 409A, and the plan permits compliant hardship distributions.

The full text of the Hyliion Nonqualified Deferred Compensation Plan and Adoption Agreement, effective September 28, 2026, was filed as Exhibit 10.1 to the Form 8-K report.