Pullin Dennis W 4
4 · Hillenbrand, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Hillenbrand (HI) Director Dennis W. Pullin Cancels RSUs for $459,552
What Happened
- Dennis W. Pullin, a director of Hillenbrand, Inc. (HI), had 14,361 restricted stock units (derivative awards) disposed of to the issuer on Feb 10, 2026.
- Per the merger agreement, each RSU was converted into the right to receive $32.00 in cash, resulting in aggregate consideration of $459,552 (before/less any required tax withholdings). This was a disposition to the issuer (derivative cancellation), not an open-market sale.
Key Details
- Transaction date: 2026-02-10. Price/consideration: $32.00 per share; total ≈ $459,552.
- Transaction type/code: Disposition to issuer of derivative awards (D); RSUs cancelled for cash under the merger.
- Shares/certificates after transaction: Not specified in the Form 4 filing (the reported RSUs were cancelled).
- Footnotes: F1 describes the merger (Merger Sub merged into Hillenbrand; each share converted to $32 cash). F2 explains that time-vesting and vested RSUs were cancelled for cash equal to number of shares × $32, less withholding.
- Filing timeliness: Reported on 2026-02-10 (same-day report), indicating a timely filing.
Context
- This was a merger-related cash-out of equity awards under the Merger Agreement, not a discretionary open-market trade by the insider. Such cancellations are routine in acquisitions and reflect the deal terms rather than a trading decision by the director.
Insider Transaction Report
Form 4Exit
Pullin Dennis W
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
[F1][F2]2026-02-10−14,361→ 0 total→ Common Stock (14,361 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 Dennis W. Pullin|2026-02-10