Lower Joseph T 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Director Joseph T. Lower Sells 4,230 Shares in Merger
What Happened Joseph T. Lower, a director of Hillenbrand, Inc. (HI), had a total of 4,230 shares disposed to the issuer on February 10, 2026 as part of Hillenbrand's merger. This consisted of 79 outstanding common shares and 4,151 restricted stock units (RSUs) that were cancelled and converted into cash. Under the merger agreement, each share (and each RSU converted to a share) was paid $32.00 in cash, so the aggregate consideration for these 4,230 shares was $135,360 (subject to any required tax withholding).
Key Details
- Transaction date: February 10, 2026 (Effective Time of the Merger).
- Transaction type/code: D (Disposition to the issuer) — shares converted under the Merger Agreement, not an open-market sale.
- Consideration: $32.00 per share; total ≈ $135,360 (gross), RSU payments net of required withholding.
- Shares involved: 79 actual shares + 4,151 RSUs = 4,230 total shares converted.
- Shares owned after transaction: Not specified in the provided filing.
- Footnotes: F1 describes the Merger Agreement and $32.00 cash consideration per share; F2 explains RSUs were cancelled for cash equal to number of shares × $32, less withholding.
- Filing timeliness: Reported with period and filing date of Feb 10, 2026 — appears timely (no late-file note).
Context
- This was a corporate-transaction-driven disposition (merger consideration), not a voluntary open-market sale; such conversions are routine when companies are acquired and don't necessarily signal the insider's view on the company's future performance.
- The 4,151-item derivative transaction represents RSUs converted to cash per the merger terms (not an option exercise). Tax withholding may reduce the net cash received.
Insider Transaction Report
Form 4Exit
Lower Joseph T
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−79→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2]2026-02-10−4,151→ 0 total→ Common Stock (4,151 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.
Signature
/s/ Allison A. Westfall, Attorney-in-Fact for Joseph T. Lower|2026-02-10