TAYLOR STUART A II 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand Director Stuart A. Taylor II Disposes 87,756 RSUs in Merger
What Happened
- Stuart A. Taylor II, a director of Hillenbrand, Inc. (HI), had 87,756 restricted stock units (derivative securities) disposed of on February 10, 2026 as part of the company’s merger. Each unit was converted into the right to receive $32.00 in cash under the merger terms, for a gross amount of $2,808,192 (less any required withholding taxes). This was a disposition of derivative awards in connection with the merger—not an open-market sale by the insider.
Key Details
- Transaction date: February 10, 2026. Transaction code: D (Disposition to issuer).
- Price / consideration: $32.00 per share (merger consideration); total gross consideration ≈ $2,808,192, subject to tax withholding.
- Shares owned after transaction: Not specified in the Form 4 filing.
- Footnotes: F1/F2 explain the Merger Agreement converting each outstanding share (and each Company Restricted Stock Unit) into $32.00 cash and that time-vesting and vested deferred RSUs were cancelled for cash payment less withholding.
- Filing timeliness: Form 4 filed on 2026-02-10 (same date as the reported transaction), indicating a timely report.
Context
- These were restricted stock units (RSUs) cancelled and cashed out as part of an acquisition (Merger), so this reflects deal consideration rather than a discretionary sale by the insider. RSUs represent a contingent right to receive shares; here they were converted to cash per the merger agreement. Such corporate-action dispositions generally do not signal the same insider intent as voluntary open-market trades.
Insider Transaction Report
Form 4Exit
TAYLOR STUART A II
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
[F1][F2]2026-02-10−87,756→ 0 total→ Common Stock (87,756 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 Stuart A. Taylor II|2026-02-10