This Investigation Concerns Hyliion’s Disclosures Regarding Its VFG Holdings Partnership and Alleged Insider Stock Sales

Grabar Law Office is investigating claims on behalf of Hyliion Holdings Corp. (NYSE: HYLN) shareholders concerning whether certain officers and directors breached their fiduciary duties to the Company.

The investigation follows the filing of a federal securities class action alleging that Hyliion and certain senior officers made materially false or misleading statements concerning the Company’s announced strategic partnership with VFG Holdings, LLC (“VFG”) and failed to disclose material information about VFG’s formation, business operations, and ability to carry out the proposed transaction.

The Underlying Securities Class Action

On August 28, 2026, a federal securities fraud class action complaint was filed against Hyliion Holdings Corp. (NYSE: HYLN), and certain of its officers, in the United States District Court for the Western District of Texas.

The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of investors who purchased or otherwise acquired publicly traded Hyliion securities between May 12, 2026 and June 23, 2026, inclusive.

The complaint names Hyliion, Chief Executive Officer Thomas Healy, and Chief Financial Officer Jon Panzer as defendants.

Allegations Concerning Hyliion’s Partnership With VFG Holdings

According to the complaint, Hyliion announced on May 12, 2026 that it had entered into a non-binding letter of intent with VFG establishing what the Company described as a strategic partnership involving the potential deployment of KARNO Power Modules for data-center applications.

Hyliion stated that the parties intended to pursue opportunities involving as many as 250 KARNO Cores, representing approximately 50 megawatts of power-generation capacity, over a five-year period. The Company described VFG as a developer of turnkey data-center solutions providing power infrastructure, computing systems, site development, and financing.

During Hyliion’s May 13, 2026 earnings call, CEO Thomas Healy allegedly described VFG’s team as consisting of industry veterans and stated that VFG was planning multiple gigawatts of power production in the coming years.

The complaint alleges that these statements materially overstated the prospects and significance of Hyliion’s relationship with VFG. Among other things, the complaint alleges that:

• VFG had only been formed in January 2026;
• VFG appeared to have approximately four employees;
• VFG’s website contained limited information and did not identify an address;
• VFG appeared to have publicized no meaningful business activity apart from its announced relationship with Hyliion; and
• These circumstances allegedly called into question VFG’s ability to complete the contemplated data-center projects.

These are allegations contained in the securities complaint and have not been proven.

Allegations Concerning Stock Sales by Hyliion Officers

The complaint further alleges that Hyliion’s stock price increased following the VFG announcement. According to the complaint, Hyliion common stock rose from a closing price of $2.68 per share on May 12, 2026 to $3.59 on May 13, 2026, and subsequently closed at $4.67 per share on May 15, 2026.

The complaint alleges that Hyliion officers sold Company shares shortly after the announcement pursuant to Rule 10b5-1 trading plans. In particular, the complaint identifies May 19, 2026 filings reporting:

• The sale of 30,000 shares by CEO Thomas Healy for an aggregate reported value of approximately $125,000;
• The sale of 15,000 shares by CFO Jon Panzer for an aggregate reported value of approximately $61,000; and
• Additional sales by other Hyliion officers.

The securities plaintiff alleges that the timing of these transactions supports an inference that the VFG announcement and resulting increase in Hyliion’s stock price were used to facilitate insider stock sales. The defendants have not yet had an opportunity to litigate these allegations, and the existence or timing of a stock sale does not, by itself, establish wrongdoing.

The Alleged Corrective Disclosure

On June 23, 2026, Pelican Way Research published a report questioning the substance of the proposed VFG transaction and VFG’s apparent ability to carry it out.

According to the complaint, Hyliion’s stock price declined by $1.27 per share, or approximately 17.2%, to close at $6.10 on June 23, 2026. The complaint states that the stock declined by an additional $1.18 per share, or approximately 19.3%, to close at $4.92 on June 24, 2026.

Grabar Law Office’s Investigation

Grabar Law Office is investigating whether Hyliion’s officers and directors adequately discharged their fiduciary duties in connection with:

• The Company’s investigation and evaluation of VFG before announcing the proposed partnership;
• The accuracy and completeness of Hyliion’s public statements concerning VFG’s experience, operations, financial capacity, and development plans;
• The Company’s disclosure controls and procedures;
• The Board’s oversight of Hyliion’s public statements and investor communications;
• The adoption, administration, and use of Rule 10b5-1 trading plans by Company insiders;
• The timing of stock sales by Hyliion officers following the VFG announcement; and
• Any financial, operational, or reputational harm that the alleged conduct may have caused Hyliion.

The investigation also concerns whether Hyliion has viable claims against any officers or directors and whether additional corporate-governance reforms may be appropriate.

What Is a Shareholder Derivative Action?

A shareholder derivative action is brought on behalf of a company to address harm allegedly caused to the company by its officers or directors. Unlike a securities class action, which ordinarily seeks compensation for investors who purchased securities during a specified period and suffered investment losses, a derivative action seeks relief for the benefit of the company.

Potential relief may include monetary recovery for the company, improvements to corporate-governance practices, strengthened disclosure and compliance procedures, changes to executive-compensation or insider-trading controls, and other measures intended to protect the company and its shareholders.

Who May Have Rights?

Current Hyliion shareholders who have continuously held their shares since before the alleged misconduct began on March 12, 2026, may have standing to pursue potential derivative claims on behalf of the Company.

Request a Confidential Shareholder Review

If you have continuously held Hyliion shares since before May 12, 2026 and still own those shares, you may contact Grabar Law Office to discuss your rights. There is no cost or obligation associated with requesting an evaluation or joining the action. Contact Joshua H. Grabar at jgrabar@grabarlaw.com or call us at 267-507-6085.