Phillips Carole Anne 4

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.