CORNELL HELEN W 4

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.