Morytko Tamara 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Sr. VP Tamara Morytko Receives Cash in Merger
What Happened
Tamara Morytko, Senior Vice President & President, MTS at Hillenbrand, had multiple equity awards and shares converted into cash as part of Hillenbrand’s merger closing on Feb. 10, 2026. The filing shows dispositions to the issuer totaling 106,553 shares (8,903 + 41,709 + 55,941) tied to the merger, with the merger consideration set at $32.00 per share. That implies roughly $3,409,696 in gross cash consideration (before any applicable tax withholdings). One 41,709-share item appears as a grant/acquisition and an immediate disposition in the same transaction set (conversion of units to cash).
Key Details
- Transaction date: February 10, 2026 (Effective Time of the Merger).
- Price/consideration: $32.00 per share (cash paid under Merger Agreement).
- Reported transactions: Dispositions to issuer of 8,903; grant/acquisition of 41,709 followed by disposition of 41,709; disposition (derivative) of 55,941. Net disposed/cancelled = 106,553 shares.
- Approximate gross cash received: 106,553 × $32 = $3,409,696 (less required withholding taxes, per footnotes).
- Shares owned after transaction: not specified in the provided filing.
- Footnotes: F1–F3 state that the merger converted outstanding common shares and restricted stock units (time- and performance-based) into the $32 cash consideration and that RSUs were cancelled for cash (with amounts subject to withholding). One disposition is listed as a derivative (cancellation of RSUs).
- Timeliness: filing covers transactions on the Effective Time (Feb 10, 2026); no late-filing indication in the provided data.
Context
These were not open-market sales but conversions/cancellations of shares and restricted stock units under a merger agreement—common in takeovers where equity awards are cashed out. Such issuer-directed dispositions reflect the deal terms (fixed cash per share) rather than a trading decision by the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-10−8,903→ 0 total - Award
Common Stock
[F2]2026-02-10+41,709→ 41,709 total - Disposition to Issuer
Common Stock
[F2]2026-02-10−41,709→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-02-10−55,941→ 0 total→ Common Stock (55,941 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.