TAYLOR STUART A II 4

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.