FARRELL NICHOLAS R 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Sr. VP & GC Nicholas Farrell Receives $32/Share Merger Cash
What Happened
- Nicholas R. Farrell, Senior Vice President, General Counsel & Secretary of Hillenbrand, reported multiple equity cancellations and cash-outs in connection with the company’s merger effective February 10, 2026. The filing shows dispositions to the issuer of 74,792 shares, 38,288 shares (following a contemporaneous award), and derivative dispositions of 57,987 and 22,621 units — a total of 193,688 shares/units converted.
- Under the Merger Agreement, each Hillenbrand common share outstanding (with limited exceptions) was converted into the right to receive $32.00 in cash. Multiplying the 193,688 shares/units by $32.00 indicates roughly $6,198,016 in gross cash consideration (before any required tax withholding).
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger). Form filed same day (Feb 10, 2026).
- Per-share consideration: $32.00 cash under the Merger Agreement (footnote F1). Reported Form 4 trade prices show N/A because the transfers were merger conversions/cancellations.
- Nature of equity converted:
- Common stock and time-vesting restricted stock units (RSUs) cancelled for cash (F3).
- Performance-based RSUs treated as cancelled for cash, measured per plan rules (F2).
- Unexercised options with exercise prices below $32 were cancelled for the difference between $32 and the strike, multiplied by share count (F4).
- Cash paid is subject to required withholding taxes; filing does not specify net proceeds after withholding.
- Shares owned after the transactions are not specified in the excerpted transaction list on the Form 4.
Context
- These were merger-driven conversions/cancellations — corporate action cash-outs — not open-market sales or voluntary purchases. Such filings reflect the deal’s payout mechanics rather than an insider trading signal.
- Derivative items reported (RSUs and options) were cancelled and converted into cash per the merger terms; this is routine in buyouts and typically required by the merger agreement.
Insider Transaction Report
Form 4Exit
FARRELL NICHOLAS R
Sr. VP, GC & Secretary
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−74,792→ 0 total - Award
Common Stock
[F2]2026-02-10+38,288→ 38,288 total - Disposition to Issuer
Common Stock
[F2]2026-02-10−38,288→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-02-10−57,987→ 0 total→ Common Stock (57,987 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
[F4]2026-02-10−22,621→ 0 totalExercise: $31.94Exp: 2029-12-05→ Common Stock (22,621 underlying)
Footnotes (4)
- [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]Subject to certain exceptions, at the Effective Time, each restricted stock unit subject to both time- and performance-based vesting conditions (each, a "Company Performance-Based Restricted Stock Unit") outstanding pursuant to an Issuer equity incentive or deferred compensation plan 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 Performance-Based Restricted Stock Unit (with such number of shares calculated assuming achievement of the applicable performance-based vesting conditions at the greater of target and the actual level of performance) measured through the date immediately prior to the Effective Time and (ii) the Merger Consideration, less any required withholding taxes.
- [F3]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.
- [F4]At the Effective Time, each option to purchase shares of Common Stock outstanding and unexercised as of the Effective Time, whether vested or unvested (each, a "Company Option"), with a per-share exercise price that is less than the Merger Consideration 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 Option and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, less any required withholding taxes.
Signature
/s/ Allison A. Westfall, Attorney-in-Fact for Nicholas R. Farrell|2026-02-10