Phillips Carole Anne 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Sr. VP Carole Anne Phillips Cashes Out 35,340 Shares in Merger
What Happened
Carole Anne Phillips, Hillenbrand’s Senior Vice President & Chief Procurement Officer, had company stock and restricted stock units (RSUs) converted into cash as part of Hillenbrand’s merger closing on February 10, 2026. The filing shows dispositions to the issuer totaling 35,340 shares (6,949 + 11,784 + 16,607) and a related award/acquisition of 11,784 shares that was immediately surrendered. Under the merger agreement, each share was converted into the right to receive $32.00 in cash, so the gross cash consideration for these 35,340 shares is approximately $1,130,880 (before any required tax withholding).
Key Details
- Transaction date: February 10, 2026 (Effective Time of the Merger).
- Reported transactions: Dispositions to issuer (D) of 6,949; 11,784; and 16,607 shares (the last listed as a derivative/RSU); one acquisition/award (A) of 11,784 shares that was immediately disposed.
- Merger cash price: $32.00 per share (per Merger Agreement footnote); Form 4 lists per-share price as N/A because shares/RSUs were cashed out.
- Approximate gross proceeds: 35,340 shares × $32.00 = $1,130,880 (pre-tax, subject to withholding).
- Footnotes: F1–F3 explain the Merger and the cash-out treatment of common shares, performance-based RSUs, and time-vesting RSUs (all canceled for cash consideration).
- Shares owned after transaction: not specified in the filing.
- Timeliness: Filing date and reporting period are February 10, 2026; no late filing indicated.
Context
These transactions are corporate-action cash-outs tied to the merger (not open-market sales). Performance-based and time-vesting RSUs were cancelled and paid in cash per the merger terms, which is why the Form 4 shows acquisitions and immediate dispositions and a derivative disposition. Such filings reflect the mechanics of the deal rather than an insider choosing to sell on the market.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-10−6,949→ 0 total - Award
Common Stock
[F2]2026-02-10+11,784→ 11,784 total - Disposition to Issuer
Common Stock
[F2]2026-02-10−11,784→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-02-10−16,607→ 0 total→ Common Stock (16,607 underlying)
Footnotes (3)
- [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.