FARRELL NICHOLAS R 4

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.