HILLENBRAND DANIEL C. 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand Director Daniel C. Hillenbrand Receives $32/Share in Merger
What Happened
- Daniel C. Hillenbrand, a director of Hillenbrand, Inc. (HI), had a series of dispositions to the issuer on Feb 10, 2026 in connection with a merger. In total 275,341 shares and share-equivalent units were converted for cash.
- The filing shows the per-share price as N/A, but the merger agreement (Footnote F1) provides that each outstanding share of common stock was converted into the right to receive $32.00 in cash. The aggregate consideration equals approximately $8,810,912.
- Several line items include derivative units: time-vesting and vested restricted stock units were cancelled and converted to cash per Footnote F2.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger).
- Per-share consideration: $32.00 cash per share under the Merger Agreement (filing lines show price N/A; see Footnote F1).
- Total shares/units converted: 275,341 (sum of listed dispositions).
- Estimated total cash received: $8,810,912.
- Shares owned after the transaction: Not specified in the provided filing details.
- Notable footnotes: F1 describes the merger consideration ($32/share); F2 explains RSUs and deferred shares were cancelled for cash equal to shares × $32, less withholding.
- Filing timeliness: Reported and filed on Feb 10, 2026 (same day as the transaction effective date).
Context
- These disposals were involuntary in the sense they resulted from the closing of a merger where all outstanding shares and eligible equity awards were cashed out at the agreed merger price, rather than open-market sales by the insider.
- For retail investors, merger-related cash-outs are routine corporate events and do not necessarily indicate insider sentiment about future performance.
Insider Transaction Report
Form 4Exit
HILLENBRAND DANIEL C.
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−3,448→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-02-10−20,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1]2026-02-10−8,631→ 0 total(indirect: By John and Joan GC TR FBO (John, Rose and Olivia)) - Disposition to Issuer
Common Stock
[F1]2026-02-10−28,248→ 0 total(indirect: By John and Joan CRT IMA) - Disposition to Issuer
Common Stock
[F1]2026-02-10−48,611→ 0 total(indirect: By Hillenbrand II TR FBO (John, Rose and Olivia)) - Disposition to Issuer
Common Stock
[F1]2026-02-10−135,863→ 0 total(indirect: By Clear Water Capital Partners, LP) - Disposition to Issuer
Common Stock
[F1]2026-02-10−5,754→ 0 total(indirect: By John and Joan GC TR FBO (Eleanor and Sarah)) - Disposition to Issuer
Restricted Stock Units
[F2]2026-02-10−24,786→ 0 total→ Common Stock (24,786 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 Daniel C. Hillenbrand.|2026-02-10