Hyliion Holdings Corp 2025年度报告

FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025or Commission File Number: 001-38823 HYLIION HOLDINGS CORP. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).YesNo The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant as ofJune30, 2025, based upon the closing price of such stock on The New York Stock Exchange on such date of $1.32, was $183 million.This calculation excludes shares held by the registrant’s current directorsand executive officers and stockholders that the registrant hasconcluded are affiliates of the registrant. As of February19, 2026, 177,812,784 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed no later than 120 daysafter the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated by reference into Part III of thisAnnualReportonForm10-K. TABLE OF CONTENTS PART I1ITEM 1. BUSINESS1ITEM 1A. RISK FACTORS11ITEM 1B. UNRESOLVED STAFF COMMENTS21ITEM 1C. CYBERSECURITY21ITEM 2. PROPERTIES22ITEM 3. LEGAL PROCEEDINGS22ITEM 4. MINE SAFETY DISCLOSURES23PART II24ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES24ITEM 6. RESERVED24ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS24ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK30ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE23ITEM 9A. CONTROLS AND PROCEDURES23ITEM 9B. OTHER INFORMATION23ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS23PART III24ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE24ITEM 11. EXECUTIVE COMPENSATION24ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS24ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE24ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES24PART IV25ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES25ITEM 16. FORM 10-K SUMMARY27 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K (“Form 10-K”) c