CORNELL HELEN W 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Director Helen Cornell Sells Shares in $2.38M Merger
What Happened
Helen W. Cornell, a Hillenbrand, Inc. (HI) director, had a total of 74,247 shares disposed of to the issuer on Feb. 10, 2026 as part of the company’s merger. The dispositions break down as 11,691 shares, 1,500 shares, and 61,056 shares (the last from derivative/RSU cancellation). Under the Merger Agreement each outstanding share was converted into the right to receive $32.00 in cash, for total gross consideration of $2,375,904 (≈ $2.38M).
Key Details
- Transaction date: 2026-02-10 (Effective time of the merger)
- Transaction codes on the Form 4: D (Disposition to issuer) — shares were converted under the Merger Agreement rather than an open-market sale.
- Price/consideration: $32.00 per share as specified in the Merger Agreement (the Form lists N/A but footnote clarifies the cash consideration).
- Shares disposed: 11,691 + 1,500 + 61,056 = 74,247 shares. Total proceeds ≈ $2,375,904.
- Derivative detail: The 61,056-share line represents restricted stock units/time-vesting RSUs that were cancelled and settled for cash (paid net of required withholding taxes).
- Shares owned after transaction: not specified in the filing.
- Filing timeliness: Report covers 2026-02-10 and was filed the same day (timely).
Context
These dispositions resulted from the change-in-control merger (Merger Sub merged into Hillenbrand and Hillenbrand became a wholly owned subsidiary), which converted outstanding common shares and RSUs into cash per the Merger Agreement. This is a transactional disposition tied to the deal terms, not an independent open-market sale; it should be read as settlement of equity in connection with the merger rather than a discretionary sell signal.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-10−11,691→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-02-10−1,500→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
[F2]2026-02-10−61,056→ 0 total→ Common Stock (61,056 underlying)
Footnotes (2)
- [F1]On February 10, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 14, 2025, by and among Hillenbrand, Inc., an Indiana corporation (the "Issuer"), LSF12 Helix Parent, LLC, a Delaware limited liability company ("Parent"), and LSF12 Helix Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), on the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, without par value ("Common Stock"), issued and outstanding immediately prior to such time, with certain exceptions, was converted into the right to receive $32.00 in cash (the "Merger Consideration"), without interest.
- [F2]Each restricted stock unit represents the contingent right to receive one share of the Common Stock. At the Effective Time, each time-vesting restricted stock unit and each vested deferred share granted or deemed purchased pursuant to an Issuer equity incentive or deferred compensation plan (each, a "Company Restricted Stock Unit") outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled in consideration for the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Company Restricted Stock Unit and (ii) the Merger Consideration, less any required withholding taxes.