Whitted J Michael 4

What Happened

• J. Michael Whitted, Senior Vice President, Strategy & Corporate Development at Hillenbrand (HI), had multiple equity awards and holdings converted and paid out as cash in connection with Hillenbrand’s merger effective Feb 10, 2026. Per the merger terms, each outstanding common share (and most RSUs/options) was converted into the right to receive $32.00 in cash.
• The filing reports dispositions to the issuer totaling 229,111 shares (88,349 + 34,303 + 94,730 + 11,729) tied to cancellations/conversions, and an award/acquisition entry for 34,303 RSUs that was also converted. At $32.00 per share, the gross cash consideration for those converted shares is about $7,331,552 (before any required tax withholdings).

Key Details

• Transaction date: February 10, 2026 (Effective Time of the merger); filing date: Feb 10, 2026 (timely).
• Price / consideration: $32.00 per share cash under the Merger Agreement.
• Reported entries: D = disposition to issuer (cancellations/convertions), A = grant/award (RSU amount that was converted).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: F1–F4 explain the merger cash-out — common shares, time- and performance-based RSUs, and in-the-money options were cancelled and converted into cash payments per the merger agreement; amounts are subject to required tax withholding.
• Filing timeliness: The report lists the same transaction and filing date (Feb 10, 2026), so it appears to be timely.

Context

• These were not open-market sales by the insider but mandatory/corporate cash conversions under a takeover (each share/award converted to $32 cash). Such merger-driven conversions are administrative outcomes of the acquisition rather than directional insider trading signals.
• The reported dollar amount is the gross consideration before withholding; details on net proceeds or remaining equity holdings (if any) are not shown in the excerpt.